Year 15: Transition Strategies for Expiring LIHTC Properties

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1 Year 15: Transition Strategies for Expiring LIHTC Properties April 25, 2013 Enterprise Live Online Event Presenters: Laura Turner, Sr. Disposition Manager, Asset Management Sean Barnes, Sr. Disposition Manager, Asset Management Candida Felix, Technical Manager, Tax and Regional Accounting Philip Porter, Vice President, Syndication

2 OBJECTIVES OF THE TRAINING Understand background on Year 15 Discuss key issues Understand perspectives of stakeholders Learn how to develop an action plan Review Case Studies 2

3 THE YEAR 15 PROCESS Step 1: Know the Property Step 2: Know your partners and stakeholders Step 3: Know your documents Step 4: Develop your plan 3

4 THE STAKEHOLDERS Residents General Partners/Sponsors/Developers Investors Syndicators Private Lenders Public Lenders Allocating Agencies The IRS 4

5 STRUCTURE OF LIHTC INVESTMENTS Investments are sold through Limited Partnerships and LLC s Partnership Agreements control dispositions, providing: Transfer restrictions and price Consent requirements Distribution of Proceeds Liquidation and Dissolution 5

6 Investor $ Equity Fund LP = Investor(s) 99.99% GP =.01% $ Project LP = Equity Fund 99.99% GP = Developer/Sponsor.01%

7 TYPES OF INVESTORS Types of Investor vary: Direct Investors Syndicators ( Intermediaries ) Single Corporate Investor Funds Multiple Corporate Investor Funds Multiple Individual Investor Funds Types of Syndicators vary: National for-profit National nonprofit Regional (mostly nonprofit) 7

8 ENTERPRISE S GOALS Deliver Expected Investor Benefits Exit investor in Year 16 Transfer to Sponsors Works with the sponsor to develop its Year 15 transition plan Preserve affordability Minimize displacement of low-income residents Preserve project viability Can provide equity to resyndicate the project with new tax credits Can provide debt to refinance the project 8

9 ENTERPRISE S EXPERIENCE TO DATE 453 Projects transferred or approved through 4/22/ Transferred 9 Lease purchases (Cleveland) 14 Consulting projects (all early exits) 4 Re-syndications (all early exits) 190 Projects pending through

10 SIGNIFICANCE OF YEAR 15 Initial compliance period expires at the end of Year 15 Can transfer ownership in year 16 without recapture Tax credit transactions are envisioned by investors as 15-year investments Most investors are ready to dispose of their interest in year 16 10

11 DETERMINING YEAR 15 Tax Credit Compliance Ends: The last day of the 15 th year since credits were first taken May be different for different buildings Plan disposition in Year 16 for the last building placed in service 11

12 DETERMINING YEAR 15 Example: Tax Credits allocated in 1995 Building Placed in Service (PIS) in 1996 Elected to begin taking credits in 1997 Tax Credit Compliance Period expires 12/31/11 Year 15 is

13 EXIT STRATEGIES: POSSIBLE SCENARIOS Right of First Refusal to purchase property Buyout option to purchase partnership interest Qualified Contract Bargain Sale Purchase within compliance period ( Early Exit ) Puts : Obligation to Purchase Sale to 3rd party 13

14 RIGHT OF FIRST REFUSAL Formula Price = Debt plus Exit Taxes (Parties may agree to add an adjuster for unpaid benefits) Formula Price is available to: Tenants Resident management corporations Qualified nonprofits Government agencies 14

15 RIGHT OF FIRST REFUSAL Issues with Right of First Refusal: Is a bona-fide 3rd party offer required? Reserves not included Transaction costs Formula Price may exceed fair market value 15

16 BUYOUT OPTION OF PARTNERSHIP INTEREST Typically, option price is greater of: Fair Market Value of Partnership Interest Or Unpaid Benefits plus Exit Taxes 16

17 QUALIFIED CONTRACT On day 1 of Year 15, owner may submit a request to the Allocating Agency to sell the property (unless owner previously waived right) State must locate a buyer at formula purchase price Outstanding debt secured by the property Plus capital invested adjusted by the Cost of Living Factor up to 5% Less any distributions and funds available for distribution If buyer is not found within one year, extended use restrictions are TERMINATED 17

18 BARGAIN SALE Concept: Part sale, part donation Applies where market value of property exceeds amount of debt on property Will offset exit taxes for the Investor But: Investor may prefer cash proceeds 18

19 EARLY EXIT Investor can dispose of its interest prior to Year 16, provided: LIHTC compliance is maintained Early exits may not be feasible for multiple investor funds An indemnity agreement is required to protect the exiting investor and syndicator may retain rights to access property and files through Year 15 19

20 RESYNDICATION Is Resyndication an Option? 20

21 RESYNDICATION Makes sense where rehab is needed Minimum rehab: 20% of acquisition basis or $6,000 investment per low-income unit BUT, usually north of $30k per unit Structure to preserve Acquisition Credit Problems if buyers and sellers are related parties Related party means holding more than 50% interest prior to and after sale Must comply with 10 year Look-back rule (exception for nonprofit buyer and/or projects substantially financed, assisted or operated under HUD, USDA or state program) 21

22 RESYNDICATION Beware of: Existing LURA Income and Rent Restrictions 3 year protection for existing residents Equitable Remedy Vacant Unit Rule (initial compliance pd.) Previous qualified units offline for rehab may trigger recapture Find out who your original LIHTC deal investors were (the actual investors in the fund) Focus on appropriate appraisals for acquisition credit purposes with total value split between land and building. 22

23 RESYNDICATION (cont d) Beware of (cont d): Amending existing loans Forgiving soft debt before new investor comes into the deal Original Issue Discount challenge when amending loans Passing the 50% test Building by Building basis Challenge when rehab light and assumed/amended debt is high can be solved on a portfolio basis Minimum market pricing for LIHTCs with a $500k annual allocation, so bundle co-located deals 23

24 RESYNDICATION (cont d) Beware of (cont d): Portfolio deals are not easier, just bigger and slightly more efficient Consider FHA tax-exempt to taxable structure with collateralized bonds. Equity funds earlier so the equity pricing is lower unless bridge arranged Borrowing capacity is much higher currently Will have to keep an eye on the true-debt analysis as well as manage capital accounts Choose your debt and equity providers early and negotiate. Structure the deal together for reliable placement. 24

25 CAPITAL ACCOUNTS AND EXIT TAXES CAPITAL ACCOUNTS AND EXIT TAXES 25

26 LP CAPITAL ACCOUNT Balance is comprised of: Capital Contributions Less: Distributions Less: Taxable losses Less: Historic Credits (if applicable) Less: syndication cost By definition, LP Capital cannot be negative unless Minimum Gain exists Nonrecourse debt Less net book value of assets Tax basis, not GAAP 26

27 LP CAPITAL ACCOUNT (Cont d) Must zero out upon transfer of interest If the ending balance is positive, a loss will be recorded as the investment is written off If the ending balance is negative, a gain will be recorded as the benefits exceeded the investment Triggers exit taxes Time value of money 27

28 CAPITAL ACCOUNT: EXAMPLE #1 Remains positive through compliance period an expense/deduction will be taken by the LP 1,600,000 Capital Account Balance 1,400,000 1,200,000 1,000, , , , ,

29 CAPITAL ACCOUNT: EXAMPLE #2 Goes negative after the end of the credit period; before the end of the compliance period. 1,500,000 Capital Account Balance 1,000, , (500,000) (1,000,000) Losses may or may not be taken by the LP 29

30 CAPITAL ACCOUNT: EXAMPLE #3 Goes negative before the end of the credit period. 1,500,000 Capital Account Balance 1,000, ,000 - (500,000) (1,000,000) (1,500,000) (2,000,000) Credits follow depreciation, if the LP cannot take the losses, they may lose the credits 30

31 EXIT TAX EXAMPLE Sales price equal debt + exit taxes LP has a capital account balance of ($500,000) Exit tax = $500,000 x 35% (federal rate) = $175,000 The payment of the exit taxes by the GP creates another taxable event $175,000 x 35% = $61,250 Total exit taxes $175,000 + $61,250 = $236,250 OR Apply gross up factor: 1 + tax rate ($175,000 X 1.35 = $236,250) 31

32 WAYS TO MANAGE EXIT TAXES From years 11-15: Forgive debt Reduce LP interest by 1/3 Relate qualified non-recourse debt and/or add security to debt Capitalize rather than expense repairs Improve operations In year 16: Bargain Sale 32

33 OPTIONS FOR PAYING EXIT TAXES New loan sufficient to pay off existing debt and pay exit taxes Resyndication with purchase price by new Partnership sufficient to pay exit taxes Apply cash reserves to payment of exit taxes Apply back-end adjuster, adjuster proceeds used to pay exit tax Investor absorbs the exit tax 33

34 ACTION PLANS GP ACTION PLAN WHAT TO DO STARTING IN YEAR 10? 34

35 ACTION PLAN FOR PURCHASERS YEARS 10-13: Develop strategic plan: Through Year 15 After Year 15 Determine when compliance period ends The GP Perspective Does the GP have the desire and capacity to purchase the project? Investor Perspective Is the Investor flexible with sale or transfer? Were Investor benefits realized? 35

36 ACTION PLAN FOR PURCHASERS YEARS 10-13: Review current performance and develop projections Will cash flow be sufficient to sustain future operations? Are there any anticipated changes in the budget, such as loss of rental subsidies or tax abatements? Market Conditions Is the project marketable? Is there competition from other projects? 36

37 ACTION PLAN FOR PURCHASERS YEARS 10-13: Review capital needs Is there a Capital Needs Assessment (CNA)? Consider a Green CNA What are reserve balances and restrictions? Review and project capital account and exit taxes If there are exit taxes, are there sufficient funds to pay exit taxes? 37

38 ACTION PLAN FOR PURCHASERS YEARS 13-14: Analyze Partnership Debt: Are balloon loans or deferred interest payments due at or immediately after Year 15? Does existing debt exceed fair market value? Can loans be assumed, forgiven or restructured? Lender affordability restrictions Lender approval rights 38

39 ACTION PLAN FOR PURCHASERS YEAR 13-14: Determine Likely Purchase Price Per Buyout Option or Right of First Refusal Does the price make sense? Explore Sources of Funds to Meet Purchase Price and Capital Needs: Resyndication Refinance: Conventional debt or soft loans Reserves Combinations Weatherization Grants 39

40 ACTION PLAN FOR PURCHASERS YEARS 14-15: Consult with Accountant and Attorney Meet with Syndicator Negotiate Purchase Price Sign Letter of Intent Obtain Lender Approvals Draft Legal Agreements 40

41 ACTION PLAN FOR PURCHASERS YEAR 16: Close on purchase in 1st quarter of year 16 File amended Certificate of Limited Partnership (if applicable) File tax return and provide final K-1 to Limited Partner(s) Execute an amendment to the Partnership Agreement, signed by withdrawing and new partners 41

42 YEAR 1 BACK TO THE FUTURE Determine goals at the outset Financing can extend the restriction period How long will rent subsidies last? Ability to pay ballooning debt Extent and durability of improvements Clarify transfer provisions in pertinent documents Review impact of state agencies scoring criteria Structure and review projections Consider exit tax Slower depreciation elected or required Source of funds for exit tax 42

43 CASE STUDIES Exit of Limited Partner: Project Without Value & Project With Value 43

44 CASE STUDIES Year 15 is 2012, Project eligible for sale in 2013 Non-profit sponsor holds: The right of first refusal to purchase the property for debt plus exit taxes, and An option to purchase the Investor s partnership interest for the greater of Its Fair Market Value (FMV) or The sum of unpaid benefits plus the Investor s exit tax 44

45 CASE STUDIES Operating Information: 40 Units Capital Needs ($2,000/unit) 80,000 Income ($6,840/unit) 273,600 Expenses ($3,990/unit) 159,600 NOI (Year 16) 114,000 Less Reserves ($350/unit) 14,000 Adjusted NOI 100,000 Must Pay Debt Service Rate (9%), Remaining Term (17 years) Annual Payment 97,798 Net Cash Flow 2,202 45

46 CASE STUDY #1 WITHOUT VALUE VALUE OF LP INTEREST: Adjusted NOI 100,000 FMV of Property (Cap Rate 8%) $1,250,000 Plus Reserves 300,000 Total: $1,550,000 Minus Capital Needs 80,000 Minus Existing Debt 1,550,000 First mortgage balance 850,000 Second mortgage balance 700,000 FMV of Partnership (80,000) FMV of LP Interest (x 99%) 0 Discount Value LP Interest (50%) - 46

47 CASE STUDY #1 WITHOUT VALUE Exit Tax: LP Capital Account Balance (500,000) Tax Rate 35% Exit Tax 175,000 One Time Gross Up X 1.35 Total Exit Tax $236,250 47

48 CASE STUDY #1 WITHOUT VALUE Buyout Option Price - Purchase of LP s Interest Greater of: FMV of Partnership Interest $0 Unpaid benefits plus exit tax $236,250 Buyout Option price $236,250 48

49 CASE STUDY #1 WITHOUT VALUE Purchase Price Recap Right of First Refusal: Debt $1,550,000 Exit Tax 236,250 Total $1,786,250 Purchase of LP s interest: Exit Taxes $236,250 Assumption of debt $1,550,000 Total $1,786,250 Which is preferable? 49

50 DISPOSITION STRATEGY - CASE STUDY #1 Hypothetical Transaction GP and Enterprise agree to transfer LP s interest for debt: $1,550,000 Investor absorbs exit tax Reserves stay with the partnership Why? Non-profit sponsor fostering affordable housing Projected benefits delivered No value in LP Interest No change of title to property and fewer costs 50

51 CASE STUDY #2 WITH VALUE VALUE OF LP INTEREST: Adjusted NOI 100,000 FMV of Property (Cap Rate 8%) $1,250,000 Plus Reserves 300,000 Total: $1,550,000 Minus Capital Needs 80,000 Minus Existing Debt 1,150,000 First mortgage balance 850,000 Second mortgage balance 300,000 FMV of Partnership 320,000 FMV of LP Interest (x 99%) $316,800 Discount Value LP Interest (50%) $158,400 51

52 CASE STUDY #2 WITH VALUE Buyout Option Price - Purchase of LP s Interest Greater of: FMV of Partnership Interest $158,400 Unpaid benefits plus exit tax $236,250 Buyout Option price $236,250 52

53 CASE STUDY #2 WITH VALUE Purchase Price Recap Right of First Refusal: Debt $1,150,000 Exit Tax $236,250 Total $1,386,250 Purchase of LP s interest: Exit Tax $236,250 Assumption of debt $1,150,000 Total $1,386,250 Which is preferable? 53

54 DISPOSITION STRATEGY - CASE STUDY #2 Hypothetical Transaction GP and Enterprise agree to transfer LP s interest for FMV of LP Interest: $158,400 GP refinances property in order to generate funds to purchase LP s interest and increase annual cash flow Reserves stay with the partnership Why? Exit Tax exceeds FMV of LP Interest Purchase price partially off-sets Investor exit tax No change of title to property and fewer costs 54

55 CASE STUDY #2 WITH VALUE Refinance First Mortgage Year 16 NOI $100,000 Available for Debt Service $86,957 ($100,000 / 1.15 DCR) New Mortgage Lesser of: Debt Coverage Ratio: 7.5% rate, 30 yr term $1,036,360 Loan To Value Ratio: $1,250,000 FMV x 80% LTV $1,000,000 Maximum loan: $1,000,000 Annual Payment $83,906 Adjusted Cash Flow $16,094 Improvement in Cash Flow $13,892 55

56 SOURCES AND USES #2 WITH VALUE Sources New Mortgage $1,000,000 City Loan (2nd Mortgage) 300,000 Reserves 300,000 Total $1,600,000 Uses Payoff of Existing 1 st Mortgage $850,000 Loan Expenses (2%) 17,000 City Loan (2nd Mortgage) 300,000 LP Interest 158,400 Capital Needs 80,000 Reserves 194,600 Total $1,600,000 56

57 QUESTIONS AND ANSWERS QUESTIONS AND ANSWERS 57

58 Sean Barnes Sr. Disposition Manager, Asset Management Laura Turner Sr. Disposition Manager, Asset Management Candida Felix Technical Manager, Tax and Regional Accounting Philip Porter Vice President, Syndication ENTERPRISE CONTACTS For further information, go to the website, and look for Year 15 information under Asset Management. 58

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