UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2022 |
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
000-24843 |
47-0810385 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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14301 FNB Parkway, Suite 211 |
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Omaha, Nebraska |
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68154 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 402 952-1235 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Beneficial Unit Certificates representing assignments of limited partnership interests in America First Multifamily Investors, L.P. |
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ATAX |
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The NASDAQ Stock Market LLC |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 4, 2022, the Board of Managers (the “Board”) of Greystone AF Manager LLC (“Greystone Manager”), which is the general partner of the general partner of America First Multifamily Investors, L.P. (the “Partnership”), approved the transfer of the listing of the Partnership’s beneficial unit certificates representing assignments of limited partnership interests in the Partnership (“BUCs”) from the Nasdaq Global Select Market (“Nasdaq”) to the New York Stock Exchange (the “NYSE”). In addition, on November 7, 2022, the Partnership announced that it intends to change its name to Greystone Housing Impact Investors LP. The Partnership anticipates the name change will become effective upon the approval of the listing of the BUCs on the NYSE. In connection with the foregoing, on November 7, 2022, the Partnership filed an application for the listing of the BUCs on the NYSE. The Partnership’s BUCs are currently listed on the Nasdaq under the trading symbol “ATAX.” The Partnership currently expects that the NYSE will act on the Partnership’s application by the beginning of December 2022. Upon the approval of its listing application, the Partnership anticipates that the BUCs will commence trading on the NYSE under the trading symbol “GHI.”
In addition, on November 7, 2022, the Partnership provided written notice to the Nasdaq that the Partnership intends to voluntarily transfer the listing of its BUCs from the Nasdaq to the NYSE. The Partnership currently expects that listing and trading of the BUCs on the Nasdaq will end at market close on December 2, 2022, and that trading will commence on the NYSE under the new name Greystone Housing Impact Investors LP and the new trading symbol “GHI” on the following business day, December 5, 2022. Until the transfer of the listing to the NYSE is complete, the BUCs will continue to be traded on the Nasdaq under the symbol “ATAX.”
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in Item 3.01 above, on November 7, 2022, the Partnership announced that it intends to change its name to Greystone Housing Impact Investors LP, with the name change expected to become effective upon the approval of the listing of the BUCs on the NYSE. The change in the Partnership’s name has been approved by the Board of Greystone Manager and does not require the approval of the Partnership’s BUC holders. The name change will be effected through the filing of a Certificate of Amendment to the Partnership’s Certificate of Limited Partnership with the Delaware Secretary of State, which filing is expected to be made upon the approval of the listing of the BUCs on the NYSE. In connection with the name change, the Partnership’s BUCs will be assigned a new CUSIP number as well. The name change will not affect the Partnership’s outstanding BUCs or the rights of the holders thereof, and BUC holders will not be required to exchange currently outstanding BUCs certificates for new certificates.
Item 7.01 Regulation FD Disclosure.
On November 7, 2022, the Partnership issued a press release announcing the intent to transfer the listing of the BUCs to the NYSE and its intent to change the name of the Partnership, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
On November 7, 2022, the Partnership also released and posted on its website Frequently Asked Questions (“FAQs”) in connection with the name change and the listing of the BUCs on the NYSE, which are intended to be used primarily by the Partnership’s BUC holders. A copy of the FAQs are attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 and the information attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements in this report are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of statements that include, but are not limited to, phrases such as “believe,” “expect,” “future,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “should,” “will,” “estimates,” “potential,” “continue,” or other similar words or phrases. Similarly, statements that describe objectives, plans, or goals also are forward-looking statements. Such forward-looking statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Partnership. The Partnership cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, implied, or projected by such forward-looking statements. Risks and uncertainties include, but are not limited to, those risks detailed in the Partnership’s SEC filings (including but not limited to, the Partnership’s 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.
If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, the developments and future events concerning the Partnership set forth in this report may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document. We anticipate that subsequent events and developments will cause our expectations and beliefs to change. The Partnership assumes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.
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 |
99.1 |
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99.2 |
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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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AMERICA FIRST MULTIFAMILY INVESTORS, L. P. |
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Date: |
November 7, 2022 |
By: |
/s/ Jesse A. Coury |
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Printed: Jesse A. Coury |
Exhibit 99.1
PRESS RELEASE |
FOR IMMEDIATE RELEASE |
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Omaha, Nebraska |
November 7, 2022
MEDIA CONTACT:
Karen Marotta
Greystone
212-896-9149
Karen.Marotta@greyco.com
INVESTOR CONTACT:
Andy Grier
Investors Relations
402-952-1235
America First Multifamily Investors, L.P. Announces Upcoming Name Change to Greystone Housing Impact Investors LP and Intent to List on the New York Stock Exchange
Omaha, Nebraska – On November 7, 2022, America First Multifamily Investors, L.P. (NASDAQ: ATAX) (the “Partnership”) announced plans to change the Partnership’s legal name to Greystone Housing Impact Investors LP, with the name change to be effective at a future date. In addition, the Partnership also announced its intent to transfer the listing of its beneficial unit certificates representing assigned limited partnership interests (“BUCs”) from the Nasdaq Global Select Market to the New York Stock Exchange (“NYSE”).
The Board of Managers of Greystone AF Manager LLC, the general partner of the general partner of the Partnership, has approved the name change and the transfer of the listing of the BUCs to the NYSE. In connection with the foregoing, on November 7, 2022, the Partnership filed an application for the listing of the BUCs on the NYSE. The Partnership currently expects the NYSE will act on the Partnership’s application by the beginning of December 2022. The Partnership’s name change is expected to become effective upon the approval of the listing of the BUCs on the NYSE. If approved for listing on the NYSE, the Partnership’s BUCs will trade under the symbol “GHI”. Until the transfer of the listing to the NYSE is complete, the BUCs will continue to be traded on the Nasdaq under the symbol “ATAX”. The name change does not require the approval of the Partnership’s BUC holders.
“We are very excited to announce our upcoming name change which aligns ourselves more closely with the well-respected Greystone brand,” said Kenneth C. Rogozinski, Chief Executive of Officer of the Partnership. “Greystone, together with its affiliates, purchased the general partner of America First Multifamily Investors, L.P. in September 2019 to provide new and exciting opportunities for the Partnership to work off of a larger mortgage lending and investing platform and to build strategic initiatives and growth efforts. The upcoming name change will further highlight the Partnership’s place in the broader Greystone platform of services and will enhance the profile of the Partnership. In addition, we believe our new name will highlight the positive social impact of the Partnership’s various investments that address the significant need for affordable multifamily housing across the United States.”
“The Partnership is also pleased to apply for listing of its BUCs on the NYSE, the recognized global leader in traded equity listings. The Partnership’s intended inclusion on the NYSE with many of the world’s most well-established companies is expected to provide long-term benefits for our unitholders,” said Rogozinski.
The Partnership also released and posted on its website Frequently Asked Questions (“FAQs”) in connection with the name change and the listing of the BUCs on the NYSE, which are intended to be used primarily by the Partnership’s BUC holders.
About America First Multifamily Investors, L.P.
America First Multifamily Investors, L.P. was formed on April 2, 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, student housing and commercial properties. ATAX is pursuing a business strategy of acquiring additional mortgage revenue bonds and other investments on a leveraged basis. ATAX expects and believes the interest earned on these mortgage revenue bonds is excludable from gross income for federal income tax purposes. ATAX seeks to achieve its investment growth strategy by investing in additional mortgage revenue bonds and other investments as permitted by its Amended and Restated Limited Partnership Agreement, dated September 15, 2015, taking advantage of attractive financing structures available in the securities market, and entering into interest rate risk management instruments. America First Multifamily Investors, L.P. press releases are available at www.ataxfund.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 ATAX 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. ATAX disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Exhibit 99.2
To assist our unitholders in better understanding the name change process and the proposed listing of our beneficial unit certificates representing assigned limited partnership interests (“BUCs”) on the New York Stock Exchange (“NYSE”), America First Multifamily Investors, L.P. (the “Partnership”) today published Frequently Asked Questions regarding such matters, which are set forth below. These FAQs are also available on the Partnership’s website at www.ataxfund.com under the tab “Investor Information – Events and Presentations – Frequently Asked Questions: Name Change to Greystone Housing Impact Investors LP.”
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Q: What will be the new name of the Partnership?
A: We plan to change the name of America First Multifamily Investors, L.P. (the “Partnership”) to “Greystone Housing Impact Investors LP”. Even though our name will change, we will remain the same legal entity as before.
Q: Why is the Partnership undergoing a name change?
A: Our principal reason for the name change is to align the Partnership’s name with that of its general partner, Greystone. Greystone purchased the general partner of the Partnership in September 2019 to provide new and exciting opportunities for the Partnership to work off of a larger mortgage lending and investing platform and build strategic initiatives and growth efforts through its affiliate network. The upcoming name change will further highlight the Partnership’s place in the broader Greystone affiliate platform of services and will enhance the profile of the Partnership. In addition, we believe our new name will highlight the positive social impact of the Partnership’s investment activities that address the significant need for affordable multifamily housing across the United States.
Q: Will there be any changes in management or operations as a result of this name change?
A: No, all of the existing management team, Board of Managers, and operations activities will remain the same under the new name.
Q: Why is the Partnership applying to be listed on the New York Stock Exchange (“NYSE”)?
A: The NYSE has a long history of listings for many of the world’s most well-established companies. We believe that partnering with the NYSE will increase the visibility of the Partnership in the broader marketplace and enhance the liquidity of trading of our beneficial unit certificates (“BUCs”) representing assigned limited partnership interests for the benefit of our unitholders.
Q: Will the Partnership’s BUCs continue to trade on the Nasdaq Global Select Market?
A: No, our intent is to delist from the Nasdaq Global Select Market upon the approval of the BUCs for listing on the NYSE.
Q: Will the Partnership’s BUCs trade under a new ticker symbol?
A: Contemporaneous with our application for listing on the NYSE, we applied to change our ticker symbol to “GHI” upon our initial listing. If our listing application with the NYSE is approved, we expect to begin trading on the NYSE under our new ticker symbol in December 2022.
Q: When will the name change and NYSE listing become effective?
A: We intend for the name change to become effective on the same date that the BUCs commence trading on the NYSE. We expect to begin trading under our new name and ticker symbol on the NYSE in December 2022. We will provide a further update on these matters when our NYSE listing date becomes definitive.
Q: How will the name change impact the Partnership’s unitholders? Can I still trade my BUCs?
A: The name change will not impact your BUCs, and you will continue to be able to trade your BUCs in the public market. Our new name and logo will appear on our website, press releases, reports, and all other communications and filings with the Securities and Exchange Commission (“SEC”) regarding the Partnership going forward.
Q: Should I send in my physical BUC certificates in connection with the name change?
A: No. Do not send us your BUC certificates. Following the name change, each BUC certificate will continue to represent the same number of BUCs of the Partnership. If you have physical BUC certificates, it will not be necessary for you to exchange your existing BUC certificates for BUC certificates of the Partnership following the name change. However, you may voluntarily choose to do so at your own cost.
Q: How do these changes affect the Partnership’s relationships with customers, vendors, and other counterparties?
A: Neither the name change nor the listing of our BUCs on the NYSE will affect the Partnership’s relationships with customers, vendors, and other counterparties. The Partnership will still be the same legal entity after the name change, so all of our outstanding agreements, relationships, and obligations will continue with full force and effect.
Q: Is our website changing?
A: Once the name change is effective, our website address will change to www.ghiinvestors.com. Upon the launch of the new website, the Partnership’s logo, branding and ticker symbol will be updated on the new website. The Partnership’s existing website at www.ataxfund.com will contain a forward link to the new website for a period of time. The new website will contain substantially all the information of the Partnership’s current website.
Q: What do I need to do now?
A: No action is required by unitholders in connection with the name change and listing of our BUCs on the NYSE. Under the Partnership’s First Amended and Restated Agreement of Limited Partnership dated September 15, 2015, as further amended, the name change does not require the approval of the BUC holders. We suggest that you review future press releases and regulatory filings that we will issue regarding the name change and listing on the NYSE as they are released.
Q: What happens if the Partnership’s BUCs are not approved for listing on the NYSE or the listing is otherwise not completed?
A: If the BUCs are not approved for listing on the NYSE, the BUCs will continue to trade on the Nasdaq Global Select Market under the symbol “ATAX” and the name change will not become effective. However, the Partnership may then decide to make the name change effective at a future date.
Q: Where can I find more information about the name change, the NYSE listing application and the Partnership?
A: We file annual, quarterly, and other reports with the SEC which can be accessed by you, without charge, on the SEC’s website at www.sec.gov. We also make available free of charge through our website at www.ataxfund.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports.
If you have additional questions about the name change or NYSE listing, you may contact the Partnership at the following address or telephone number or via the internet at:
America First Multifamily Investors, L.P.
14301 FNB Parkway, Suite 211
Omaha, NE 68154
Attn: Investor Relations
(402) 952-1235
Website: www.ataxfund.com
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About America First Multifamily Investors, L.P.
America First Multifamily Investors, L.P. was formed on April 2, 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, student housing and commercial properties. ATAX is pursuing a business strategy of acquiring additional mortgage revenue bonds and other investments on a leveraged basis. ATAX expects and believes the interest earned on these mortgage revenue bonds is excludable from gross income for federal income tax purposes. ATAX seeks to achieve its investment growth strategy by investing in additional mortgage revenue bonds and other investments as permitted by its Amended and Restated Limited Partnership Agreement, dated September 15, 2015, taking advantage of attractive financing structures available in the securities market, and entering into interest rate risk management instruments. America First Multifamily Investors, L.P. press releases are available at www.ataxfund.com.
Forward Looking Statements
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 ATAX 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. ATAX disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.