Greystone Housing Impact Investors LP 8-K, filed Mar 6, 2024
Greystone Housing Impact Investors LP (GHI)
About this 8-K
Greystone Housing Impact Investors LP filed this 8-K on March 6, 2024, reporting on events of March 4, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Fifth Amendment to Credit Agreement
On March 4, 2024, Greystone Housing Impact Investors LP (the “Partnership”) entered into a Fifth Amendment to Credit Agreement (the “Fifth Amendment”), with BankUnited, N.A. and Bankers Trust Company (collectively, the “Lenders”), and the sole lead arranger and administrative agent, BankUnited, N.A. (the “Administrative Agent”) which modifies certain provisions of the Credit Agreement dated June 11, 2021, as amended by the First Amendment to Credit Agreement dated November 30, 2021 (the “First Amendment”), the Second Amendment to Credit Agreement dated June 9, 2023 (the “Second Amendment”), the Third Amendment to Credit Agreement dated July 11, 2023 (the “Third Amendment”), and the Fourth Amendment to Credit Agreement dated September 19, 2023 (the “Fourth Amendment”, and collectively with the Credit Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fifth Amendment, the “Amended Credit Agreement”). In connection with the Fifth Amendment, the Partnership executed a Promissory Note payable to the order of NexBank with an original principal amount of up to $10,000,000 (the “Note”).
The material amendment to the Amended Credit Agreement accomplished by the Fifth Amendment was the addition of NexBank’s commitment of up to $10.0 million, which brings the total maximum commitment of all lenders under the Amended Credit Agreement to $50.0 million.
The Partnership paid to NexBank a commitment fee totaling $25,000 at closing. In addition, the Partnership paid to the Administrative Agent a $15,000 arrangement fee at closing.
The foregoing descriptions of the Fifth Amendment and the Note are a summary and are qualified in its entirety by reference to the full text of the Fifth Amendment and the Note, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and incorporated by reference herein.
In addition, the full text of the Credit Agreement, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the Securities and Exchange Commission (“SEC”) on June 14, 2021; the First Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on December 6, 2021; the Second Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on June 15, 2023; the Third Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on July 17, 2023; and the Fourth Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on September 22, 2023, are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
Forward-Looking Statements
Information contained in this Current Report on Form 8-K contains “forward-looking statements,” including but not limited to statements related to the Amended Credit Agreement, Note, related guaranty, and use of the financing proceeds, which are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, risks involving fluctuations in short-term interest rates, collateral valuations, bond investment valuations, current maturities of our financing arrangements and our ability to renew or refinance such maturities, and overall economic and credit market conditions. For a further list and description of such risks, see the reports and other filings made by the Partnership with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2023. The Partnership disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit Number |
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Description |
10.1 |
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10.2 |
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Note dated March 4, 2024 between Greystone Housing Impact Investors LP and payable to NexBank. |
10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Greystone Housing Impact Investors LP |
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Date: |
March 6, 2024 |
By: |
/s/ Jesse A. Coury |
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Printed: Jesse A. Coury |
Exhibit 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), with an effective date of March 4, 2024 (the “Effective Date”), is entered into by and among GREYSTONE HOUSING IMPACT INVESTORS LP, a Delaware limited partnership (“Borrower”), the Lenders signatory hereto, and BANKUNITED, N.A., a national banking association, as administrative agent for the Lenders (together with its successors and assigns in such capacity and any replacement administrative agent, "Administrative Agent").
WHEREAS, Borrower (f/k/a AMERICA FIRST MULTIFAMILY INVESTORS, L.P.), Administrative Agent, and Lenders entered into that certain Credit Agreement dated as of June 11, 2021, as amended by that certain First Amendment to Credit Agreement dated as of November 30, 2021, as further amended by that certain Second Amendment to Credit Agreement dated as of June 9, 2023, as further amended by that certain Third Amendment to Credit Agreement dated as of July 11, 2023, as further amended by that certain Fourth Amendment to Credit Agreement dated as of September 19, 2023 (as further amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
WHEREAS, Borrower has requested, and Administrative Agent and Lenders have agreed to amend the terms and conditions of the Credit Agreement, pursuant to Section 10.15 of the Credit Agreement, as set forth in this Amendment. Except as expressly modified hereby, the terms of the Credit Agreement remain in full force and effect.
NOW, THEREFORE, in consideration of the foregoing premises, and promises and mutual agreements herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
“Lender” means each Person listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto as a Lender pursuant to an Assignment and Assumption Agreement or a Joinder Agreement.
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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOLLOWS.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
BORROWER:
GREYSTONE HOUSING IMPACT INVESTORS LP
By: America First Capital Associates Limited Partnership Two, its general partner
By: Greystone AF Manager LLC, its
general partner
By: /s/ Lisa Schwartz
Name: Lisa Schwartz
Title: Vice President
ADMINISTRATIVE AGENT AND LENDER:
BANKUNITED, N.A.
By: /s/ David Jeddah
Name: David Jeddah
Title: Vice President
LENDERS:
BANKERS TRUST COMPANY
By: /s/ Scott Leighton
Name: Scott Leighton
Title: Senior Vice President
NEXBANK
By:/s/ Kevin Olding
Name: Kevin Olding
Title: SVP - Executive Credit Officer
Signature Page to Fifth Amendment to Credit Agreement
ANNEX A
SCHEDULE 1
Commitments
Lender |
Commitment |
Proportionate Share of Total Commitments |
BankUnited, N.A. |
$30,000,000.00 |
60% |
Bankers Trust Company |
$10,000,000.00 |
20% |
NexBank |
$10,000,000.00 |
20% |
Total |
$50,000,000.00 |
100% |
Exhibit 10.2
NOTE
$10,000,000.00 New York, New York
FOR VALUE RECEIVED, GREYSTONE HOUSING IMPACT INVESTORS LP, a Delaware limited partnership (“Borrower”), unconditionally promises to pay to NEXBANK, as a Lender under the Credit Agreement defined below (“Payee”) or its registered assigns, the principal amount of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00), or such lesser principal sum as may then be owed by Borrower to Payee hereunder.
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of the Credit Agreement, dated as of June 11, 2021 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower (f/k/a America First Multifamily Investors, L.P.), the Lenders party thereto from time to time and BankUnited, N.A., as Administrative Agent. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement and the rules of interpretation set forth in Section 1.4 of the Credit Agreement shall apply herein as if fully set forth herein, mutatis mutandis.
Borrower shall repay the principal amount of this Note as set forth in the Credit Agreement.
This Note has been executed and delivered pursuant to the Credit Agreement and is the “Note” referred to in the Credit Agreement. The holder of this Note is entitled to the benefits provided in the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loan evidenced hereby was made and is to be repaid.
All payments of principal and interest in respect of this Note shall be made via wire transfer in Dollars in same day funds to such location or bank account as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof, it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided that the failure to make a notation of any payment made on this Note, or any error in such notation, shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.
This Note is subject to mandatory prepayment and to voluntary prepayment at the option of Borrower, each as provided in the Credit Agreement.
THIS NOTE, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY, PERFORMANCE AND THE OBLIGATIONS ARISING HEREUNDER, AND ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF THIS NOTE OR THE BREACH THEREOF, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, IN EACH CASE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS OR CHOICE OF LAWS.
Upon the occurrence of any Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.
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No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in U.S. Dollars.
Borrower promises to pay all costs and expenses, including the attorneys’ fees of any external legal counsel for Payee and the Administrative Agent, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note.
Borrower and all sureties, endorsers, guarantors and other parties ever liable for payment of any sums payable pursuant to this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand, notice of every kind, notice of acceleration, notice of intent to accelerate, the bringing of suit against any party, and any notice of or defense on account of any extensions, renewals, partial payment or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee of any holder hereof, whether before or after the Maturity Date and, to the fullest extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.
GREYSTONE HOUSING IMPACT INVESTORS LP
Partnership Two, its general partner
By: Greystone AF Manager LLC, its general partner
By: /s/ Lisa Schwartz |
Signature Page to Note (NexBank)
Exhibit 99.1
PRESS RELEASE |
FOR IMMEDIATE RELEASE |
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Omaha, Nebraska |
March 6, 2024
MEDIA CONTACT:
Karen Marotta
Greystone
212-896-9149
Karen.Marotta@greyco.com
INVESTOR CONTACT:
Andy Grier
Senior Vice President
402-952-1235
Greystone Housing Impact Investors LP Increases Line of Credit to $50 Million
OMAHA, Nebraska -- Greystone Housing Impact Investors LP (NYSE: GHI) (the “Partnership”) announced today that on March 4, 2024, it closed on a $10 million increase in the maximum available commitment of its secured revolving Line of Credit facility (“LOC”) to up to $50 million. The additional $10 million commitment was provided by a new lender to the Partnership. BankUnited N.A. serves as sole arranger and administrative agent. The LOC is secured by the Partnership’s joint venture equity investments. An affiliate of the Partnership’s general partner provides a deficiency guaranty for the facility.
“The increase in LOC commitment provided by a new lender further enhances our available liquidity and demonstrates the Partnership’s ability to obtain additional credit from lenders,” said Kenneth C. Rogozinski, Chief Executive Officer of the Partnership.
About Greystone Housing Impact Investors LP
Greystone Housing Impact Investors LP was formed in 1998 under the Delaware Revised Uniform Limited Partnership Act for the primary purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds which have been issued to provide construction and/or permanent financing for affordable multifamily, seniors and student housing properties. The Partnership is pursuing a business strategy of acquiring additional mortgage revenue bonds and other investments on a leveraged basis. The Partnership expects and believes the interest earned on these mortgage revenue bonds is excludable from gross income for federal income tax purposes. The Partnership seeks to achieve its investment growth strategy by investing in additional mortgage revenue bonds and other investments as permitted by its Second Amended and Restated Limited Partnership Agreement, dated December 5, 2022, taking advantage of attractive financing structures available in the securities market, and entering into interest rate risk management instruments. Greystone Housing Impact Investors LP press releases are available at www.ghiinvestors.com.
Safe Harbor Statement
Information contained in this press release contains “forward-looking statements,” which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, risks involving current maturities of our financing arrangements and our ability to renew or refinance such maturities, fluctuations in short-term interest rates, collateral valuations, mortgage revenue bond investment valuations and overall economic and credit market conditions. For a further list and description of such risks, see the reports and other filings made by the Partnership with the Securities and Exchange Commission, including but not limited to, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The Partnership disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.