Greystone Housing Impact Investors LP
For the period ended Dec 31, 2024. Filed Feb 20, 2025.
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FY2024 · Filed Feb 20, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. [Reserved]
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 49 | |
|---|---|---|---|
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 86 | |
| Item 8 | Financial Statements and Supplementary Data | 90 | |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 159 | |
| Item 9A | Controls and Procedures | 159 | |
| Item 9B | Other Information | 159 | |
| Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 159 | |
| PART III | |||
| Item 10 | Directors, Executive Officers and Corporate Governance | 160 | |
| Item 11 | Executive Compensation | 163 | |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters | 167 | |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 168 | |
| Item 14 | Principal Accountant Fees and Services | 168 | |
| PART IV | |||
| Item 15 | Exhibits and Financial Statement Schedules | 170 | |
| SIGNATURES | 176 | ||
Defined Terms
The following acronyms and defined terms are used in various sections of this Report, including the Notes to Consolidated Financial Statements in Item 8 and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7. All references to “we,” “us,” “our” and the “Partnership” in this Report mean Greystone Housing Impact Investors LP, its wholly owned subsidiaries and our consolidated VIEs.
2022 BUCs Distributions -A distribution completed on October 31, 2022 in the form of additional BUCs at a ratio of 0.01044 BUCs for each BUC outstanding as of September 30, 2022, and a distribution completed on January 31, 2023 in the form of additional BUCs at a ratio of 0.0105 BUCs for each BUC outstanding as of December 30, 2022, collectively.
2023 BUCs Distributions -A distribution completed on July 31, 2023 in the form of additional BUCs at a ratio of 0.00448 BUCs for each BUC outstanding as of June 30, 2023, a distribution completed on October 31, 2023 in the form of additional BUCs at a ratio of 0.00418 BUCs for each BUC outstanding as of September 29, 2023, and a distribution completed on January 31, 2024 in the form of additional BUCs at a ratio of 0.00415 BUCs for each BUC outstanding as of December 29, 2023, collectively.
2024 PFA Securitization Transaction - A securitization transaction to finance credit-enhanced custodial receipts related to 14 MRBs through the Wisconsin Public Finance Authority.
2024 PFA Securitization Bonds - Fourteen MRBs associated with the 2024 PFA Securitization Transaction. Senior and residual custodial receipts were created for each of the MRBs representing partial interests in the MRBs. The senior custodial receipts were sold to the Wisconsin Public Finance Authority and cash flows from the senior custodial receipts will be used to pay debt service on the Affordable Housing Multifamily Certificates associated with the 2024 PFA Securitization Transaction. The residual custodial receipts were sold to the Wisconsin Public Finance Authority and cash flows from the residual custodial receipts will be used to pay debt service on the Affordable Housing Multifamily Certificates associated with the TEBS Residual Financing.
Acquisition LOC - The amended and restated credit agreement for a secured non-operating line of credit between the Partnership and Bankers Trust Company.
Affordable Housing Multifamily Certificates - Senior and/or residual interests in the 2024 PFA Securitization Transaction and the TEBS Residual Refinancing.
Agent(s)- JonesTrading Institutional Services LLC and BTIG, LLC as named agents under the Sales Agreement.
AMI- Area median income, as calculated by the United States Department of Housing and Urban Development.
ASC -Accounting standards codification of the Financial Accounting Standards Board.
ASU- Accounting standards update issued by the Financial Accounting Standards Board.
Audit Committee - The audit committee of the Board of Managers of Greystone Manager, which effectively serves as the audit committee of the Partnership.
BankUnited - BankUnited, N.A.
Barclays - Barclays Bank PLC.
Board of Managers -The Board of Managers of Greystone Manager, which acts as the directors of the Partnership.
BUC(s) - Beneficial Unit Certificate(s) representing assigned limited partnership interests of the Partnership.
BUCs Distributions - The 2022 BUCs Distributions, the 2023 BUCs Distributions, and the First Quarter 2024 BUCs Distribution, collectively.
BUC Holder(s) - A beneficial owner of BUCs.
CAD - Cash Available for Distribution, a non-GAAP measure reported by the Partnership.
C-PACE -Commercial Property Assessed Clean Energy.
CECL - Current expected credit losses as measured in accordance with ASC – Topic 326.
Class A TEBS Certificates -Class A Freddie Mac Multifamily Variable Rate Certificates or Class A Freddie Mac Multifamily Fixed Rate Certificates, which represent beneficial interests in the TEBS securitized assets. These are senior securities credit enhanced by Freddie Mac that are sold to unaffiliated investors and entitle the holders to cash flows from the TEBS securitized assets and are accounted for as debt financings of the Partnership.
Class B TEBS Certificates -Class B Freddie Mac Multifamily Variable Rate Certificates or Class B Freddie Mac Multifamily Fixed Rate Certificates, which represent beneficial interests in the TEBS securitized assets. These are residual interests retained by the TEBS
Sponsors and grant the Partnership rights to certain cash flows from the securitized assets after payment to the Class A TEBS Certificates and related facility fees, as well as certain other rights to the TEBS securitized assets.
Committee -The Board of Managers or any such committee designated by the Board of Managers to administer the Equity Incentive Plan.
CRA -Community Reinvestment Act of 1977.
Construction Lending JV - A joint venture with BlackRock Impact Opportunities to invest in loans which will finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States. The Partnership is the managing member of the joint venture.
DEI -Diversity, equity, and inclusion.
Equity Incentive Plan -The Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan.
Fannie Mae - The Federal National Mortgage Association.
FASB - The Financial Accounting Standards Board.
FFIEC - The Federal Financial Institution Examination Council.
FHA -The Federal Housing Administration.
Financed Assets -Purchased investments funded by advances from the Acquisition LOC.
First Quarter 2024 BUCs Distribution -A distribution completed on April 30, 2024 in the form of additional BUCs at a ratio of 0.00417 BUCs for each BUC outstanding as of March 28, 2024.
Freddie Mac - The Federal Home Loan Mortgage Corporation.
GAAP - Accounting principles generally accepted in the United States of America.
General LOC -A general secured line of credit with three financial institutions where BankUnited serves as the sole lead arranger and administrative agent.
General Partner -America First Capital Associates Limited Partnership Two, which is the general partner of the Partnership.
GIL(s) - Governmental issuer loan(s).
Greens Hold Co -Greens of Pine Glen - AmFirst LP Holding Corporation., a wholly owned corporation of the Partnership.
Greystone - Greystone & Co. II LLC, collectively with its affiliates.
Greystone Manager - Greystone AF Manager LLC, which is the general partner of the General Partner.
Greystone Select -Greystone Select Incorporated, an affiliate of the Partnership.
Greystone Servicing –Greystone Servicing Company LLC, an affiliate of the Partnership.
GSE(s) -U.S. Government-sponsored entities, such as Freddie Mac and Fannie Mae.
Initial Limited Partner -Greystone ILP, Inc., a Delaware corporation.
Investment Company Act -The Investment Company Act of 1940, as amended, that is administered and enforced by the SEC.
IRC -Internal Revenue Code.
ISDA - International Swaps and Derivatives Association.
JV Equity Investment(s)- A noncontrolling equity investment in an unconsolidated entity owned by the Partnership for the development of market rate multifamily properties, which excludes the Construction Lending JV.
Leverage Ratio - An overall 80% maximum leverage level, as established by the Board of Managers of Greystone Manager.
LIHTC(s) - Low income housing tax credit(s).
Liquidation Proceeds - All cash receipts of the Partnership (other than operating income and sale proceeds) arising from the liquidation of the Partnership’s assets in the course of the dissolution of the Partnership, as defined in the Partnership Agreement.
Managers -Members of the Board of Managers of Greystone Manager.
MF Property -A multifamily, student, or senior citizen residential property owned by the Partnership.
Mizuho - Mizuho Capital Markets LLC.
MRB(s) -Mortgage revenue bond(s).
Net Interest Income - Income allocation as defined in the Partnership Agreement.
Net Residual Proceeds - Residual proceeds as defined in the Partnership Agreement.
NOLs - Net operating losses.
NYSE - New York Stock Exchange.
Partnership - Greystone Housing Impact Investors LP, its consolidated subsidiaries, and consolidated variable interest entities.
Partnership Agreement - Greystone Housing Impact Investors LP Second Amended and Restated Agreement of Limited Partnership dated as of December 5, 2022, as further amended.
Preferred Unit(s) -Collectively, the three series of non-cumulative, non-voting, non-convertible preferred units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units.
PwC -PricewaterhouseCoopers LLP, an independent registered public accounting firm.
QAP -Qualified allocation plan.
Report - This Annual Report on Form 10-K for the year ended December 31, 2024, unless otherwise specified.
RUA(s) -Restricted unit awards issued under the Equity Incentive Plan.
SEC -Securities and Exchange Commission.
Sales Agreement - The Amended and Restated Capital on Demand TMSales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC, as agents.
Secured Credit Agreement- The secured credit agreement executed in connection with the General LOC.
Secured Notes - Secured notes issued by ATAX TEBS Holdings, LLC to Mizuho Capital Markets LLC.
Shelf Registration Statement - The Partnership’s Registration Statement on Form S-3 for the issuance of up to $300.0 million of BUCs, Preferred Units, or debt securities, which was declared effective by the SEC in December 2022.
SIFMA -The SIFMA Municipal Swap Index, which is an index that measures short-term tax-exempt interest rates, as calculated and reported by the Securities Industry and Financial Markets Association.
SOFR -Secured Overnight Funding Rate as published by the Federal Reserve Bank of New York.
TEBS - Tax Exempt Bond Securitization financing with Freddie Mac.
TEBS Certificates -Class A and Class B Freddie Mac Multifamily Variable Rate Certificates or Class A and Class B Freddie Mac Multifamily Fixed Rate Certificates issued pursuant to a TEBS Financing.
TEBS Financing(s) - The M24 TEBS financing, the M31 TEBS financing, the M33 TEBS financing, and the M45 TEBS financing, individually or collectively.
TEBS Residual Financing -A securitization transaction to finance the Partnership’s residual interests in the M33 and M45 TEBS financings and the residual custodial receipts associated with the 2024 PFA Securitization Bonds.
TEBS Sponsor(s) - The special purpose entities ATAX TEBS I, LLC, ATAX TEBS II, LLC, ATAX TEBS III, LLC, and ATAX TEBS IV, LLC, individually or collectively.
TEL Financing(s) -Tax Exempt Loan financing product of Freddie Mac, which can be issued as an immediate funding or forward commitment.
Tier 2 income - Net Interest Income and Net Residual Proceeds characterized as Net Interest Income (Tier 2) and Net Residual Income (Tier 2) allocated 75% to the BUCs and 25% to the General Partner in accordance with the terms of the Partnership Agreement.
TOB - Tender option bond.
Term SOFR -The one-month forward looking term Secured Overnight Financing Rate as published by CME Group Benchmark Administration Limited.
UBTI -Unrelated business taxable income under the rules of the IRC.
Unitholder(s) -Holder(s) of BUCs and/or Preferred Units.
Vantage Properties -JV Equity Investments where the Vantage development group is the managing member.
VIE(s) - Variable interest entity (entities).
WARM -The Weighted Average Remaining Maturity method loss-rate model used by the Partnership to estimate the allowance for credit losses for certain investment assets and related unfunded commitments.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.