MMA Capital Holdings, Inc. (Form: 8-K, Received: 03/17/2020 16:58:26)

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):		March 12, 2020

MMA Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001‑11981	52‑1449733
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

3600 O’Donnell St, Suite 600,
Baltimore, Maryland		21224
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:		(443) 263‑2900

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ 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:


Title of each class Common Shares, no par value Common Stock Purchase Rights		Trading Symbol(s) MMAC MMAC		Name of each exchange on which registered Nasdaq Capital Market Nasdaq Capital Market

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

On March 12, 2020, the MMA Capital Holdings, Inc.’s (the “Company”) Board of Directors approved and the Company entered into a Second Amendment to Tax Benefits Rights Agreement (the “Second Amendment”) which amends the Tax Benefit Rights Agreement dated as of May 5, 2015 (the “Rights Agreement”), between the Company and Broadridge Corporate Issuers Solutions, Inc. (“Broadridge”), as rights agent, as amended by the First Amendment to Tax Benefits Rights Agreement dated January 1, 2019. Broadridge also serves as the Company’s transfer agent.

The Second Amendment extends the Final Expiration Date (as defined in the Rights Agreement) from May 5, 2020 to May 5, 2023. Except for the extension of the Final Expiration Date, the rights granted under the Rights Agreement are unchanged by the Second Amendment. For a complete description of the security, please refer to Exhibit 4.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 13, 2020.

Item 2.02 Results of Operations and Financial Condition

On March 13, 2020, the Company issued a press release announcing its financial results for the fiscal year ended December 31, 2019. Separately, on March 17, 2020 the Company issued its updated investor presentation (including supplemental financial information) containing its financial results for the fiscal year ended December 31, 2019. The earnings release and investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information disclosed in “Item 2.02 Results of Operations and Financial Condition,” including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 3.03 Material Modification of Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 9.01 Exhibits


10.1	Second Amendment to the Tax Benefits Rights Agreement dated March 12, 2020 between MMA Capital Holdings, Inc. and Broadridge Corporate Issuer Solutions, Inc. as rights agent.
99.1	Press Release dated March 13, 2020
99.2	Investor Presentation dated March 17, 2020

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 hereunto duly authorized.


	MMA Capital Holdings, Inc.

March 17, 2020	By:	/s/ Michael L. Falcone
		Name: Michael L. Falcone
		Title: Chief Executive Officer

EXHIBIT 10.1

SECOND AMENDMENT TO TAX BENEFIT RIGHTS AGREEMENT

THIS SECOND AMENDMENT TO TAX BENEFIT RIGHTS AGREEMENT (this “Second Amendment”) is made as of the 12th day of March, 2020, by and between MMA CAPITAL HOLDINGS, INC., a Delaware corporation (f/k/a MMA Capital Management, LLC, a Delaware limited liability company) (the “Company”), and BROADRIDGE CORPORATE ISSUERS SOLUTIONS, INC. (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to that certain Tax Benefit Rights Agreement dated as of May 5, 2015, as amended by that certain First Amendment thereto dated January 1, 2019 (the “Agreement”), adopted by the Company for the purpose of protecting its net operating losses and certain other tax benefits;

WHEREAS, Section 27 of the Agreement provides, among other things, that, prior to the Distribution Date (as defined in the Agreement), the Company and the Rights Agent may from time to time supplement or amend the Agreement in any respect without the approval of any holders of Rights (as defined in the Agreement);

WHEREAS, no Distribution Date has occurred on or prior to the date hereof; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Definitions. Capitalized terms not otherwise defined herein shall have the meanings given them in the Agreement.

Specific Amendment. Section 7 of the Agreement is hereby amended as follows: Clause (a)(i) shall be amended and restated in its entirety to read as follows: “(i) the Close of Business on May 5, 2023 (the “Final Expiration Date”),” and

Effective Date. This Second Amendment is effective as of the date first set forth above.

Miscellaneous.

(a) Except as amended hereby, the Agreement shall remain in full force and effect. If any conflict exists between the provisions in this Amendment and the Agreement, this Amendment shall control. The Agreement, as amended by this Amendment, constitutes the entire agreement of the parties hereto with respect to the subject matter of this Amendment, and contains all of the covenants and agreements of the parties hereto with respect thereto. This Amendment may not be altered, changed or amended except in accordance with the provisions set forth in the Agreement for an amendment thereto. This Amendment shall be binding upon and inure to the

benefit of the parties hereto and their respective permitted successors and assigns. All section headings of this Amendment are inserted solely as a matter of convenience and for reference, and are not a substantive part of this Amendment.

(b) This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

(c) This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

(d) By their execution of this Amendment, the undersigned Members hereby confirm that they are duly authorized to execute this Amendment and any necessary requisite approval has been obtained with respect to this Amendment and all matters set forth herein.

(Signatures appear on following page)

IN WITNESS WHEREOF, the proper officers of the Company have duly executed this Second Amendment effective as of the date and year first above written.


ATTEST:			MMA CAPITAL HOLDINGS, INC.

By:	/s/ J Brooks Martin		By:	/s/ Gary A. Mentesana
	Name:	J Brooks Martin		Name:	Gary A. Mentesana
	Title:	Secretary		Title:	President


ATTEST:			BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.

By:	/s/ Patricia Herzog		By:	/s/ John P. Dunn
	Name:	Patricia Herzog		Name:	John P. Dunn
	Title:	Sr Contracts Administrator		Title:	Vice President

Exhibit 99.1

FOR IMMEDIATE RELEASE:

March 13,2020

MMA Capital Holdings Announces 2019 Full Year Results

BALTIMORE, March 13, 2020 / PRNewswire -- MMA Capital Holdings, Inc. (Nasdaq: MMAC) (“MMA Capital” or “the Company”) today reported financial results for the year ended December 31, 2019, including common shareholders’ equity (“Book Value”) of $281.1 million, or $48.43 per share. The Company filed its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”), with the Securities and Exchange Commission (“SEC”) today and will host an investor call at 8:30 a.m. ET on Wednesday, March 18, 2020.

Book Value increased $68.2 million in 2019 to $281.1 million at December 31, 2019. This change was primarily driven by $70.9 million of comprehensive income, which included income effects related to the recognition of a $57.7 million deferred tax asset (“DTA”) in the fourth quarter of 2019. Book Value per share increased $12.23, or 33.8%, in 2019 to $48.43 at December 31, 2019.

Book Value excluding the carrying value of the Company’s DTA (“Adjusted Book Value”) increased $10.5 million in 2019 to $223.4 million at December 31, 2019. This change was driven by $13.2 million of comprehensive income, partially offset by $2.7 million of other decreases in Book Value that were primarily driven by share repurchases. Adjusted Book Value per share* increased $2.29, or 6.3%, in 2019 to $38.49 at December 31, 2019.

We recognized comprehensive income of $70.9 million during the year ended December 31, 2019, which consisted of $101.0 million of net income and $30.1 million of other comprehensive loss. In comparison, we recognized $57.5 million of comprehensive income during the year ended December 31, 2018, which consisted of $61.0 million of net income and $3.5 million of other comprehensive loss. Net income that we recognized during the year ended December 31, 2019, was primarily driven by our income tax benefit from the partial release of our DTA valuation allowance in the fourth quarter of 2019, equity in income from unconsolidated funds and ventures, net gains on bonds and net interest income.

Net income from continuing operations before income taxes for the year ended December 31, 2019, was $40.5 million, or $6.89 per share. Other comprehensive loss that we reported for the year ended December 31, 2019, was primarily attributable to the reclassification of fair value gains out of accumulated other comprehensive income (“AOCI”) and into our Consolidated Statements of Operations due to the liquidation of certain bond investments during the reporting period. The impact of this reclassification was partially offset by net fair value gains that we recognized in AOCI during 2019 in connection with our bond investments.

Michael Falcone, MMA Capital’s Chief Executive Officer stated, “2019 was another transformational year for the Company as we executed on many of our strategic initiatives throughout the year, including recycling capital out of lower returning non-core investments and redeploying that capital into renewable energy investments that we believe will generate higher returns. By accessing the debt markets the Company was able to both further

increase the capital available for renewable energy investments and reduce the amount of idle capital, contributing to increased income from the renewable energy investments for the year. The impact of growth in renewable energy investments is reflected in the 231% year-over-year increase in related investment income. Given our strong pipeline of renewable energy opportunities, our 2020 goals include accessing additional debt capital and continuing to rotate capital out of lower-yielding legacy assets on an opportunistic basis over the next couple of years.

“As a result of our strategic repositioning over the past two years, especially recent transactions involving repayment of the Hunt note and the Company's new revolving credit facility, in the fourth quarter of 2019 we concluded that, based on the weight of available evidence, it was more likely than not that a portion of the Company's net operating losses will be utilized prior to their expiration. This conclusion resulted in the release of a portion of the valuation allowance associated with the Company’s deferred tax assets at December 31, 2019. While the measurement of such release required significant judgement, and may result in future earnings volatility due to periodic remeasurements, the Company reached an inflection point in the fourth quarter of 2019 where sources of recurring income provided sufficient evidence to expect the utilization of a portion of our tax assets, primarily the federal net operating losses. In this regard, we have begun providing disclosure of certain non-GAAP measures, such as Adjusted Book Value, that we believe are useful in assessing the Company’s underlying financial performance and trends of its business from period to period because such measures eliminate potential volatility in results brought on by tax considerations in a given year.

“Finally, I would like to comment on recent events and their impact on our business. While there are any number of possible outcomes, we currently do not see any direct impact on our business from either the coronavirus or the collapse in oil prices. How these events might impact the broader economy and how those broader economic impacts might impact us, is something we are monitoring and cannot at this point predict.”

Tax Benefits Rights Agreement

On March 11, 2020, the board of directors approved an extension of the Company’s Tax Benefit Rights Agreement (“Rights Plan”) whereby the terms of the Rights Plan will continue until May 5, 2023. The extension was formally adopted by the Company on March 12, 2020. The board of directors will ask shareholders to ratify its decision to extend the Rights Plan at the Company’s 2020 annual meeting.

Annual Meeting of Shareholders

The annual meeting will be held at 1 p.m. eastern time on May 19, 2020 at the Brewers Hill Hub Boardroom, 3700 O’Donnell Street, Baltimore, MD 21224. Additional information on the annual meeting will be mailed on, or about, April 9, 2020 to shareholders of record as of March 23, 2020.

Conference Call Information

The conference call with investors will be webcast. All interested parties are welcome to join the live webcast, which can be accessed through the Company’s web site at www.mmacapitalholdings.com (refer to the Shareholder Relations tab of our website for more information). Participants may also join the conference call by dialing toll free 1-888-346-6987 or 1-412-902-4268 for international participants and 1-855-669-9657 for Canadian participants.

For purposes of the conference call, the Company will reference select tables from Item 7 (Management’s Discussion & Analysis) of the Annual Report on Form 10-K for the year ended December 31, 2019.

An archived replay of the event will be available one hour after the event through March 25, 2020, toll free at 1-877-344-7529, or 1-412-317-0088 for international participants and 1-855-669-9658 for Canadian participants (Passcode: 10140051).

About MMAC

MMA Capital Holdings, Inc. focuses on investments that generate positive environmental and social impacts and deliver attractive risk-adjusted total returns to our shareholders, with an emphasis on debt associated with renewable energy projects and infrastructure. MMA Capital is externally managed and advised by Hunt Investment Management, LLC, an affiliate of Hunt Companies, Inc. For additional information about MMA Capital Holdings, Inc. (Nasdaq: MMAC), please visit MMA Capital’s website at www.mmacapitalholdings.com. For additional information about Hunt Investment Management, LLC, please see its Form ADV and brochure (Part 2A of Form ADV) available at https://www.adviserinfo.sec.gov.

Source: MMA Capital Holdings, Inc.

Contact: Brooks Martin, Investor Relations, (855) 650-6932

Cautionary Statement Regarding Forward-Looking Statements

This Release contains forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the expected partial release of the valuation allowance and other statements identified by words such as "may," "will," "should," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seek," "would," "could," and similar words or expressions and are made in connection with discussions of future events and operating or financial performance.

Forward-looking statements reflect our management's expectations at the date of this release regarding future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and financial condition may differ materially from what is anticipated in the forward-looking statements. There are many factors that could cause actual conditions, events or results to differ from those anticipated by the forward-looking statements contained in this release. For a discussion of certain of those risks and uncertainties and the factors that could cause our actual results to differ materially because of those risks and uncertainties, see Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2019. All forward-looking statements made herein are expressly qualified in their entirety by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned not to place undue reliance on forward-looking statements in this release or that we may make from time to time. We expressly disclaim any obligation to revise or update any forward-looking statements in this release, whether as a result of new information, future events or otherwise.

www.mmacapitalholdings.com

Non-GAAP Financial Measures

In this press release, the Company presents its financial condition and results of operations in the way it believes will be most meaningful and representative of its business results. Some of the measurements the Company uses are “non-GAAP financial measures” under Securities and Exchange Commission rules and regulations. We present certain non-GAAP financial measures that supplement the financial measures we disclose that are calculated under GAAP. Non-GAAP financial measures are those that include or exclude certain items that are otherwise excluded or included, respectively, from the most directly comparable measures calculated in accordance with GAAP. The non-GAAP financial measures that we disclose are not intended as a substitute for GAAP financial measures and may not be defined or calculated the same way as similar non-GAAP financial measures used by other companies. The reconciliations of such measures to the most comparable GAAP measures in accordance with Regulation G are included in Table 1 below.

Adjusted Book Value represents Book Value reduced by the carrying value of the Company’s DTAs. We believe this measure is useful to investors in assessing the Company’s underlying fundamental performance and trends in our business because it eliminates potential volatility in results brought on by tax considerations in a given year. As a result, reporting upon, and measuring changes in, Adjusted Book Value enables for a better comparison of period-to-period operating performance.

Adjusted Book Value per common share represents Adjusted Book Value at the period end divided by the common shares outstanding at the period end.

Management intends to continually evaluate the usefulness, relevance, limitations and calculations of our reported non-GAAP performance measures to determine how best to provide relevant information to the public.

Table 1 provides a reconciliations of GAAP financial measures to non-GAAP financial measures that are included in this press release.

Table 1: Non-GAAP Reconciliations


	As of and for the year ended
	December 31,
(in thousands, except per share data)	2019		2018
Reconciliation of Book Value to Adjusted Book Value
Book Value (total shareholders' equity), as reported	$	281,125	$	212,910
Less: DTAs, net		57,711		—
Adjusted Book Value	$	223,414	$	212,910

Common shares outstanding		5,805		5,882

Reconciliation of Book Value per share to Adjusted Book Value per share
Book Value (total shareholders' equity) per share, as reported	$	48.43	$	36.20
Less: DTAs, net per share		9.94		—
Adjusted Book Value per share	$	38.49	$	36.20

Shareholder Presentation March 17, 2020 Nasdaq: MMAC www.mmacapitalholdings.com 3600 O’Donnell Street, Suite 600, Baltimore, MD 21224 (443) 263-2900

Disclaimer • This presentation and any related oral statements contain forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements often include words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” ”may,” “plan,” “potential,” “project,” “see,” “seek,” “should,” “will,” “would,” and similar words or expressions and are made in connection with discussions of future events and future operating or financial performance. • Forward-looking statements reflect our management’s expectations at the date of this presentation regarding future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties, including the uncertain impact of the global coronavirus or COVID-19 pandemic. Our actual results and financial condition may differ materially from what is anticipated by the forward- looking statements. There are many factors that could cause actual conditions, events or results to differ from those anticipated by the forward-looking statements contained in this presentation. Readers are cautioned not to place undue reliance on forward-looking statements in this presentation or that we may make from time to time, and to consider carefully the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020 and the uncertain impact of the global coronavirus or COVID-19 pandemic. We do not undertake to update any forward-looking statements included in this presentation. MMA Capital Holdings, Inc. 2

Mission MMA Capital Holdings, Inc. (“MMAC”) focuses on investments that generate positive environmental and social impacts and deliver attractive risk-adjusted total returns to our shareholders. MMA Capital Holdings, Inc. 3

MMAC Introduction Historically, MMAC has provided debt and equity financing to affordable housing, real estate and renewable energy. MMAC has recycled out of substantially all its affordable housing and real estate assets and is currently focused on investing in renewable energy debt, which we believe will generate more attractive risk-adjusted total returns to our shareholders over the long-term. (1) The 5-year total return of 27.7% represents the compounded annual growth rate in MMAC’s share price from 12/31/2014 to 12/31/2019. (2) Common shareholders’ equity (“Book Value” or “BV”) adjusted to exclude the carrying value of deferred tax assets (“Adjusted Book Value” or “ABV”) and Adjusted Book Value per share are financial measures that are determined other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These non-GAAP financial measures are used to show the amount of our net worth in the aggregate and on a per-share basis, without giving effect to changes in Book Value due to the partial release of our deferred tax asset valuation allowance as of December 31, 2019. MMAC maintained a full valuation allowance against our deferred tax assets (“DTA”) through September 30, 2019. Refer to Slide 19 for a reconciliation of these non-GAAP financial measures to the most directly comparable historical measures determined under GAAP. Past performance is not indicative of future results. MMA Capital Holdings, Inc. 4 (2)

Strategic Repositioning Throughout 2019, MMAC successfully recycled equity out of approximately $100 million of non-core assets, comprised of bond-related investments, loan receivables and real estate-related investments that were yielding below target returns, into renewable energy investments. In January 2020, MMAC’s recycling efforts continued with the full repayment of the $53.6 million balance of the Hunt Note, which had a 5% fixed rate of interest. This capital was subsequently invested into our renewable energy investments. MMA Capital Holdings, Inc. 5

2019 Key Updates FINANCIAL RESULTS . Increased BV 32.0% and BV per share 33.8% in 2019 to $281.1 million and $48.43, respectively . BV includes the recognition of a $57.7 million net DTA during the fourth quarter of 2019 due to the partial release of our DTA valuation allowance . Increased ABV 4.9% and ABV per share 6.3% in 2019 to $223.4 million and $38.49, respectively . The 2019 increase was primarily driven by $23.0 million of renewable energy investment income HIGHLIGHTS . Grew investments in renewable energy by $163.3 million to $289.6 million . Growth was funded by draws on our newly originated $100 million revolving credit facility, recycled equity and reinvestment of income INVESTMENT PORTFOLIO OVERVIEW . Renewable energy investments, which represented more than two-thirds of our total assets (excluding DTAs) as of December 31, 2019, generated an unleveraged net return of 11.4% for the year(1) . Most of these investments were made through joint ventures (“Solar Ventures”), which closed $999.0 million of loan commitments across 62 loans during the year . At December 31, 2019, the underlying loans funded through the Solar Ventures had an aggregate unpaid principal balance (“UPB”) and fair value (“FV”) of $654.4 million, weighted-average (“WA”) maturity of 10 months and a WA coupon of 10.8% CAPITALIZATION . The Company had debt with an UPB of $194.4 million, which had a carrying value of $201.8 million, an estimated FV of $152.3 million and a WA cost of 4.5% . Based on carrying value, as of December 31, 2019, senior debt to BV was 0.38x and total debt to BV was 0.72x. Senior debt to ABV was 0.48x and total debt to ABV was 0.90x (1) The unleveraged net return is based upon the $23.0 million of total annual investment income from renewable energy investments for the year divided by the average carrying values of renewable energy investments on a trailing four quarter basis. MMA Capital Holdings, Inc. 6

GROWING MMAC is strategically focused on investing in renewable energy by providing debt financing to an underserved segment of the market. We primarily make loans to developers, constructors and system owners for the late-stage development and construction of commercial, utility and community solar scale photovoltaic (“PV”) facilities in the United States. Investment Focus (1) Solar Energy Industries Association’s Solar Market Insight Report 2019 Q4 published in 2019. Total installed PV capacity is expected to more than double over the next five years in the U.S.(1) Through 3Q19, 71.3 gigawatts (“GW”) of total PV capacity has been installed in the U.S., which is enough to power 13.5 million homes (1) LARGE Fewer financing sources, less competition and more attractive risk- adjusted returns by financing projects before they reach commercial operation FRAGMENTED MMA Capital Holdings, Inc. 7

Renewable Energy Market Outlook References include Deloitte’s 2020 Renewable Industry Outlook article published in 2019, Solar Energy Industries Association’s Community Solar Initiatives website and Bloomberg New Energy Finance’s New Energy Outlook 2019 article published in 2019. We believe the renewable energy market is primed for continued growth. “Worldwide we see $13.3 trillion invested in new power generation assets over the 32 years to 2050… of this, 77% goes to renewables.” -Bloomberg New Energy Finance, New Energy Outlook 2019 In 2019, for the first time ever, renewable energy outpaced coal in providing U.S. power generation. -Deloitte, 2020 Renewable Industry Outlook There are 40 states with at least one community solar project on-line which represents over 1.5 GWs installed through 2018. The next five years the U.S. is expected to add as much as 3.5GW of community solar. -Solar Energy Industries Association, Community Solar Initiatives “Cheap renewable energy and batteries fundamentally reshape the electricity system…We move from two-thirds fossil fuels in 2018 to two-thirds zero-carbon energy by 2050…Solar sees the most growth, rising from 2% of the world electricity generation, to 22% in 2050.” -Bloomberg New Energy Finance, New Energy Outlook 2019 MMA Capital Holdings, Inc. 8

Hunt Investment Management(1) (“External Manager”) is part of Hunt Companies, Inc. (“Hunt”), which was founded in 1947 and is privately owned. Hunt is dedicated to fostering long-term partnerships through the development, investment, management and financing of real estate and infrastructure. Our External Manager, which also does business as MMA Energy Capital (“MEC”), has an investment origination team with extensive experience in the renewable energy and project development industry with $2.3 billion of originations for the Solar Ventures since their inception in 2015. External Manager Aligned Economic Interests Among Management and Shareholders Hunt, together with MMAC executive officers, own approximately 15% of MMAC’s common shares (1) Additional information about Hunt Investment Management, LLC is described in its brochure (Part 2A of Form ADV) available at www.adviserinfo.sec.gov. Senior management team responsible for MMAC has an average of 26 years of relevant experience Experienced Management Team with Proven Track Record MMA Capital Holdings, Inc. 9

Our Competitive Advantage Typically reviews over $2 billion of directly sourced opportunities annually No reliance on brokers Typical pipeline of approximately $800 million $1.3 billion of investments fully repaid with a weighted-average internal rate of return (“IRR”) of 17.2%,(1) which has exceeded the weighted- average underwritten IRR Strong reputation and relationships with seasoned developers in the renewable energy industry Ability to execute and deliver underwritten returns $1 billion of originations in 2019, of which 60% are with repeat customers $2.3 billion originations life-to-date 100+ years of collective experience in the renewable energy and project development industry Comprehensive credit analysis, underwriting and loan structuring In-house underwriting, credit analysis and diligence No loss of principal to date on any of the 111 repaid project loans originated for the Solar Ventures Through our External Manager, MMAC has access to an extensive renewable energy loan origination platform. (1) Weighted-average IRR is measured as the total return in dollars of all repaid loans divided by the total commitment amount associated with such loans, where (i) the total return for each repaid loan was calculated as the product of each loan’s IRR and its commitment amount and (ii) IRR for each repaid loan was established by solving for a discount rate that made the net present value of all loan cash flows equal zero. All figures are estimated and unaudited. Past performance is not indicative of future results. MMA Capital Holdings, Inc. 10

Solar Ventures’ Track Record Since inception in 2015 through 2019, the Solar Ventures have originated over 160 project-based loans totaling $2.3 billion of debt commitments to finance 660+ renewable energy project sites across 22 states and territories. 111 loans totaling $1.3 billion have been repaid with a weighted-average IRR of 17.2% and no principal losses. Projects that have been financed by the Solar Ventures will contribute to the generation of over 6.2 gigawatts of renewable energy, thereby eliminating ~177 million metric tons of carbon over their project lives. All figures are estimated and unaudited. Past performanceis not indicative of future results. Geographic Concentration Closed Loan Commitments by Product Type ($ millions) States with projects funded 2020 pipeline and additional growth opportunities MMA Capital Holdings, Inc. 11

Renewable Energy Investments • As of December 31, 2019, MMAC had $289.6 million of renewable energy investments, the majority through the Solar Ventures, which generated a net return on equity of 11.4% for the year, before leverage. • The composition of the underlying loan portfolio of the Solar Ventures at December 31, 2019 was: $ in millions Aggregate loan UPB and FV $654.4 Aggregate unfunded loan commitments(1) $312.5 Number of loans 58 WA coupon 10.8% WA remaining maturity 10 mos. (1) Unfunded loan commitments are anticipated to be funded primarily by capital within the Solar Ventures through a combination of idle capital and existing loan redemptions. To the extent capital within the Solar Ventures is not sufficient, additional capital contributions from the members would be required. All figures are estimated and unaudited except for MMAC’s carrying value of renewable energy investments as of December 31, 2019, the net return on equity and the aggregate loan UPBs and FVs, which are all based on December 31, 2019 audited financial statements. Past performance is not indicative of future results. States with projects closed as of 12/31/2019 MMA Capital Holdings, Inc. 12

Other Assets . As of December 31, 2019, the Company had a debt and an equity investment in a mixed-use development and land in Spanish Fort, AL . A tax-exempt infrastructure bond secured by sales and land taxes . An equity investment in a joint venture that owns the Spanish Fort Town Center and land . A land development project in Winchester, VA . A subordinated tax-exempt bond secured by an affordable housing property in Atlanta, GA . A limited partnership interest in the South Africa Workforce Housing Fund . A secured note from Hunt that had an UPB of $53.6 million at December 31, 2019, which was fully repaid in January 2020 NOL CARRY FORWARDS . As of December 31, 2019, the Company had $374.9 million of NOLs that were available to offset $102.9 million of future income taxes. Most of our NOLs expire between 2028 and 2035. . At December 31, 2019, the Company concluded that it was more likely than not, based on the weight of available evidence, that the Company would utilize $210.2 million of our NOLs, which resulted in a partial release of the valuation allowance and the recognition of $57.7 million of net DTAs in the fourth quarter of 2019. NON-CORE REAL ESTATE-RELATED INVESTMENTS In addition to our renewable energy investments, we continue to own a limited number of other assets, which remain the focus of our recycling efforts. MMA Capital Holdings, Inc. 13

Capitalization . In 2019, we secured $100 million of commitments on a revolving credit facility whose availability is subject to a borrowing base of eligible renewable energy loans. The facility bears an interest rate of one- month LIBOR (subject to a 1.50% floor) + 2.75% on drawn balances until maturity in September 2022. . As of December 31, 2019, the UPB and carrying value of the amounts borrowed under this facility was $94.5 million. . As of March 16, 2020, the facility had $120 million of total commitments across five participants. . Obligations are guaranteed by the Company and secured by a pledge of the entities that hold MMAC’s interests in the Solar Ventures. The facility carries financial covenants and collateral performance tests which are customary for facilities of this type. . We have $11.8 million UPB of other asset-backed senior debt which carries a weighted-average interest rate of 9.0%. LIBOR-BASED LONG- TERM SUBORDINATED DEBT . Our $88.0 million of subordinated debt, which is senior only to shareholders’ equity and has limited financial covenants, carries an interest rate of three-month LIBOR plus a 2.0% spread and amortizes 2.0% annually until a balloon payment at maturity in 2035. At December 31, 2019, the carrying value was $95.5 million, while the fair value was estimated to be $46.9 million. . The interest rate risk associated with this debt is partially hedged until October 2026 with interest rate swaps, which effectively fix $35 million of LIBOR exposure at 1.61%, and a $35 million 3.0% interest rate cap. RENEWABLE ENERGY REVOLVER OTHER DEBT We utilize on-balance sheet leverage to support our investments and increase our total returns to our shareholders. We have worked to expand our access to the capital markets and have entered debt transactions to finance our renewable energy investments with new capital partners in the last year. We expect to continuously evaluate ways to optimize the Company’s capitalization, with a focus on prudently deploying debt. MMA Capital Holdings, Inc. 14

Future • Staying true to our mission Moving forward, we expect MMAC to grow its BV, ABV and Share Price by: • Increasing the Company’s return on invested capital by redeploying equity that has been and is targeted to be recycled from lower yielding investments into renewable energy investments • Leveraging our investments prudently • Lowering our overhead in total and as a percentage of equity • Exploring opportunities in other renewable energy-related investments MMA Capital Holdings, Inc. 15

Appendix – Select Financial Data The select financial data provided in this Appendix can be found in MMAC’s 2019 Annual Report on Form 10-K for the year ended December 31, 2019, which was filed on March 13, 2020. MMA Capital Holdings, Inc. 16

Appendix Appendix – Selected Income Statement and Per Share Data MMA Capital Holdings, Inc. 17

Appendix Appendix – Selected Balance Sheet Data and Rollforward of Book Value MMA Capital Holdings, Inc. 18

Appendix Appendix – Reconciliation of Non-GAAP Measures MMA Capital Holdings, Inc. 19 • We present certain non-GAAP financial measures that supplement the financial measures we disclose that are calculated under GAAP. Non- GAAP financial measures are those that include or exclude certain items that are otherwise excluded or included, respectively, from the most directly comparable measures calculated in accordance with GAAP. The non-GAAP financial measures that we disclose are not intended as a substitute for GAAP financial measures and may not be defined or calculated the same way as similar non-GAAP financial measures used by other companies. • Adjusted Book Value represents Book Value reduced by the carrying value of the Company’s DTAs. We believe this measure is useful to investors in assessing the Company’s underlying fundamental performance and trends in our business because it eliminates potential volatility in results brought on by tax considerations in a given year. As a result, reporting upon, and measuring changes in, Adjusted Book Value enables for a better comparison of period-to-period operating performance. • Adjusted Book Value per common share represents Adjusted Book Value at the period end divided by the common shares outstanding at the period end. • Management intends to continually evaluate the usefulness, relevance, limitations and calculations of our reported non-GAAP performance measures to determine how best to provide relevant information to the public. • The table that follows provides a reconciliation of GAAP financial measures to non-GAAP financial measures that are included in this investor presentation.

Nasdaq: MMAC For more information, please visit our website at www.mmacapitalholdings.com Or, contact Investor Relations directly at 443-263-2900 | 855-650-6932 info@mmacapitalholdings.com MMA Capital Holdings, Inc. 20