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): August 19, 2019
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
000-24843 |
47-0810385 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1004 Farnam Street, Suite 400, Omaha, Nebraska |
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68102 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (402) 444-1630
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 (see General Instructions A.2. below):
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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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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Beneficial Unit Certificates representing assignments of limited partnership interests in America First Multifamily Investors, L.P. |
ATAX |
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).
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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 August 19, 2019, the Federal Home Loan Mortgage Corporation (“Freddie Mac”) executed three Release of Interest Rate Cap agreements (collectively, the “Releases”) related to interest rate cap agreements (“Caps”) between ATAX TEBS III, LLC (the “Sponsor”), a wholly-owned subsidiary of America First Multifamily Investors, L.P. (the “Partnership”), and Wells Fargo Bank, National Association; Royal Bank of Canada; and SMBC Capital Markets, Inc. (each referred to herein as “Counterparty”). The Releases relate to individual Caps executed between the Sponsor and each Counterparty dated July 8, 2015 in conjunction with the closing of the Series M-033 Tax Exempt Bond Securitization program (the “M-033 TEBS Financing”). The Caps were collaterally assigned to Freddie Mac as required by the terms of the M-033 TEBS Financing. Effective July 16, 2019, the M-033 TEBS Financing was amended such that the Caps were not required to be assigned to Freddie Mac. By execution of the Releases, Freddie Mac has released all right, title and interest (including any security interest) it had in the Caps effective August 19, 2019, and waived any right to approve a termination, modification or novation of the Caps on or after such date.
The foregoing description of the Releases is a summary and is qualified in its entirety by reference to the full text of the Releases, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, and incorporated by reference herein.
In addition, the full text of the Caps, which are attached as Exhibits 10.6, 10.7 and 10.8 to the Current Report on Form 8-K filed by the Partnership with the SEC on July 16, 2015, are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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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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Dated: August 22, 2019 |
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By: |
/s/ Craig S. Allen |
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Printed: Craig S. Allen |
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Title: Chief Financial Officer |
Exhibit 10.1
RELEASE OF INTEREST IN INTEREST RATE CAP
WHERAS, Wells Fargo Bank, National Association (the "Bank") previously entered into that certain rate cap agreement dated July 8, 2015, with ATAX TEBS III, LLC (the "Counterparty); (the "Cap"), with a reference number of 16900928; and
WHEREAS, the Cap was collaterally assigned to The Federal Home Loan Mortgage Corporation ("Secured Lender") in connection with a pool of multifamily bonds ("Bonds"); and
WHEREAS, the Counterparty's obligations under the Bonds have been discharged.
The Secured Lender hereby releases all right, title and interest (including any security interest) it has in the Cap as of August 19, 2019, and waives any right to approve a termination, modification or novation of the Cap on or after such date.
FEDERAL HOME LOAN
MORTGAGE CORPORATION
By:/s/ Thomas C. McDonald
Thomas C. McDonald
Director, Multifamily Asset Management
Exhibit 10.2
RELEASE OF INTEREST IN INTEREST RATE CAP
WHERAS, Royal Bank of Canada (the "Bank") previously entered into that certain rate cap agreement dated July 8, 2015, with ATAX TEBS III, LLC (the "Counterparty); (the "Cap"), with a reference number of 2647616/2829828/2832527; and
WHEREAS, the Cap was collaterally assigned to The Federal Home Loan Mortgage Corporation ("Secured Lender") in connection with a pool of multifamily bonds ("Bonds"); and
WHEREAS, the Counterparty's obligations under the Bonds have been discharged.
The Secured Lender hereby releases all right, title and interest (including any security interest) it has in the Cap as of August 19, 2019, and waives any right to approve a termination, modification or novation of the Cap on or after such date.
FEDERAL HOME LOAN
MORTGAGE CORPORATION
By:/s/ Thomas C. McDonald
Thomas C. McDonald
Director, Multifamily Asset Management
Exhibit 10.3
RELEASE OF INTEREST IN INTEREST RATE CAP
WHERAS, SMBC Capital Markets, Inc. (the "Bank") previously entered into that certain rate cap agreement dated July 8, 2015, with ATAX TEBS III, LLC (the "Counterparty); (the "Cap"), with a reference number of B5F4038; and
WHEREAS, the Cap was collaterally assigned to The Federal Home Loan Mortgage Corporation ("Secured Lender") in connection with a pool of multifamily bonds ("Bonds"); and
WHEREAS, the Counterparty's obligations under the Bonds have been discharged.
The Secured Lender hereby releases all right, title and interest (including any security interest) it has in the Cap as of August 19, 2019, and waives any right to approve a termination, modification or novation of the Cap on or after such date.
FEDERAL HOME LOAN
MORTGAGE CORPORATION
By:/s/ Thomas C. McDonald
Thomas C. McDonald
Director, Multifamily Asset Management