ATAX
Preferred Series A-1 Exchange Offering Issuer Free Writing
Prospectus Dated November 14, 2022 Filed Pursuant to Rule 433
Registration No. 333-255475
Forward-Looking
Statements This presentation incorporates information from a
prospectus dated April 15, 2022, filed by America First Multifamily
Investors, L.P. (the “Partnership”) with the Securities and
Exchange Commission for the offering to which this communication
relates (the “Prospectus”) and contains forward-looking statements.
All statements in this document other than statements of historical
facts, including statements regarding our future results of
operations and financial position, business strategy and plans and
objectives of management for future operations, are forward-looking
statements. When used, statements which are not historical in
nature, including those containing words such as “anticipate,”
“estimate,” “should,” “expect,” “believe,” “intend,” and similar
expressions, are intended to identify forward-looking statements.
We have based forward-looking statements largely on our current
expectations and projections about future events and financial
trends that we believe may affect our business, financial condition
and results of operations. In addition, projections, assumptions
and estimates of our future performance and the future performance
of the industries in which we operate are necessarily subject to a
high degree of uncertainty and risk due to a variety of factors,
including those described under the headings “Risk Factors”
beginning on page 21 of the Prospectus and page 14 of our Annual
Report on Form 10-K for the year ended December 31, 2021 and page
91 of our Quarterly Report on Form 10-Q for the period ended
September 30, 2022. These forward-looking statements are subject to
various risks and uncertainties and America First Multifamily
Investors, L.P. expressly disclaims any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Disclosure
Regarding Non-GAAP Measures This document refers to certain
financial measures that are identified as non-GAAP. The
Partnership believes that these non-GAAP measures are helpful to
investors because they are the key information used by management
to analyze the Partnership’s operations. This information should
not be considered in isolation or as a substitute for the related
GAAP measures. A reconciliation of Non-GAAP measures to the most
comparable GAAP measures can be found in Addendum C of this
presentation. Important Information
Free
Writing Prospectus Statement America First Multifamily Investors,
L.P. (“we,” “us,” “our,” or the “Partnership”) has filed a
registration statement on Form S-4 (including a prospectus) and a
post-effective amendment no. 1 to the Form S-4 (collectively, the
“Registration Statement”) with the Securities and Exchange
Commission (the “SEC”) for the offering to which this communication
relates. The original registration statement on Form S-4 was
declared effective by the SEC on July 6, 2021, and the
post-effective amendment no.1 to the Form S-4, which contains the
current prospectus, was declared effective by the SEC on April 13,
2022. Before you invest, you should read the prospectus in
the Registration Statement and other documents the Partnership has
filed with the SEC for more complete information about the
Partnership and this offering. You may get these documents for free
by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the Partnership will arrange to send you the
prospectus if you request it by calling (855) 428-2951. Additional
Disclosures There is no guarantee that any specific outcome will be
achieved in connection with your investment in the Partnership. An
investment in our Series A-1 Preferred Units involves risks. As an
investor, you should be able to bear a complete loss of your
investment. You should carefully consider the information in the
“Risk Factors” section of the prospectus included in the
post-effective amendment no.1 to the Registration Statement, which
was declared effective by the SEC on April 13, 2022. Important
Notices
ATAX
Preferred – Performance Summary Investment Thesis: To provide US
depository institutions with an investment likely to receive
positive Community Reinvestment Act (“CRA”) consideration, while
generating income, distributing cash and providing an allocation of
investment capital to specific Community Development Investments
(“CDI”), while reducing risk through portfolio diversification and
seniority within the fund capital stack. Preferred Series A Unit
Performance Summary: $124.5 million of Preferred Capital allocated
between Q1 2016 – Q3 2022 $94.5 million of Series A Preferred where
five Investors made nine separate rounds of investment $30 million
of Series A Preferred Units exchanged for Series A-1 Preferred
Units to date and allocated to new CRA eligible investments All
Preferred Unit distributions have been made in full and on time CRA
allocations managed across multiple allocation requests while
ensuring no allocation overlap From the initial Preferred Unit
Investment in Q1 2016 through Q3 2022*, ATAX provided financing:
For 47 additional Community Development Investments In 10 states
and 28 different counties Representing 7,056 Total Units *Please
see Addendum B: Community Development Investments Q1 2016 – Q3
2022
ATAX
Series A Preferred Unit Holder Options Series A-1 Preferred Unit
Exchange New Investment Credit New CRA Allocations Materially
similar terms to Series A Senior Security 3% Rate Investor Optional
Redemption on 6th Anniversary No Fees Investor Optional Redemption
Return of investment capital Release CRA Allocations Series A
Preferred Unit Continue to Hold Continue to receive distributions
Maintain CRA allocations May redeem in part or whole upon 6th
anniversary of investment and each anniversary of that date
thereafter May exchange for Series A-1 pursuant to this offering at
a later date No fees
ATAX – The
Fund Partnership Details as of September 30, 2022 Symbol (NASDAQ)
ATAX Most recent quarterly distribution* $0.57 BUC price (common)
$17.28 Units outstanding 22,017,915 Market capitalization $380.5
million 52-week range of BUC price $16.53 - $20.85 Total assets
$1.45 billion Ratio of debt to total assets at par and cost 70%
America First Multifamily Investors, L.P. (NASDAQ:ATAX) (the “Fund”
or the “Partnership”) was formed on April
2, 1998 under the Delaware Revised Uniform Limited
Partnership Act for the initial 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 of multifamily residential
properties. We expect and believe the interest received
on our mortgage revenue bonds is excludable from gross income
for Federal income tax purposes. We may also make other investments
in accordance with the First Amended and Restated Agreement of
Limited Partnership dated September 15, 2015, as further amended.
The majority of ATAX’s invested assets will be CRA-eligible
investments, as determined by its General Partner. * The
distribution consisted of a regular quarterly distribution of $0.37
per BUC plus a supplemental distribution payable in the form of
additional BUCs equal in value to $0.20 per BUC. The supplemental
distribution was paid at a ratio of 0.01044 BUCs for each issued
and outstanding BUC as of the record date.
ATAX –
Illustrative Structure ATAX was formed for the primary purpose of
acquiring, holding, selling, and managing a portfolio of mortgage
revenue bonds issued to provide construction and/or permanent
financing of multifamily residential properties. $1.45 billion
portfolio generates primarily interest and amortization for the
fund. The fund pays management fees and operating expenses. ATAX
uses prudent levels of leverage to optimize fund returns. ATAX is
approximately 70% levered, of which 27% of debt is fixed rate on
fixed rate assets, 39% is variable rate debt on variable rate
assets and 11% is hedged variable rate debt on fixed rate assets,
leaving just 23% of variable rate debt on fixed rate assets.
Preferred Units are senior in distribution & liquidation to the
General Partner and BUC capital. The Preferred Units receive CRA
allocation to specific requested Community Development Investments.
$380.5 million of market cap equity as beneficial unit certificates
(BUCs) listed on NASDAQ. Holders receive quarterly
distributions.
Allocable
Community Development Investments States with Allocable Community
Development Investments As of September 30, 2022 ATAX has over $964
million of Community Development Investments available for
allocation to Preferred Unit holders. STATE CDI Available for
Allocation CA 173,938,545 CO 57,330,000 FL 31,648,439 GA 34,758,271
IL 7,351,468 IN 5,220,000 LA 11,500,000 MN 164,223,896 MS 6,900,000
NC 10,315,000 NM 24,900,000 SC 71,652,000 TN 11,581,925 TX
342,920,520 WA 9,850,000 TOTAL $964,090,064
Preferred
Units Distribution Coverage Ratio Series A/A-1 Preferred Units
Distribution Coverage Ratio Year Net Income ($US) CAD Preferred
Units Distribution & Accretion Full CAD2 Series A/A-1 Preferred
Units Distribution3 Net Income CAD 2016 23,784,507 30,204,080
583,407 30,787,487 2,835,000 8.4X 10.9X 2017 30,591,198 36,098,781
1,982,538 38,081,319 2,835,000 10.8X 13.4X 2018 41,139,529
43,567,768 2,871,050 46,438,818 2,835,000 14.5X 16.4X 2019
30,492,151 34,388,377 2,871,051 37,259,428 2,835,000 10.8X 13.1X
2020 7,208,828 15,766,220 2,871,051 18,637,271 2,835,000 2.5X 6.6X
2021 38,099,488 39,666,322 2,871,051 42,537,373 2,835,000 13.4X
15.0X Through 3Q22 62,387,292 50,079,364 2,150,734 52,230,098
2,126,250 29.3X 24.6X Three Year Average (2019-2021) 8.9X 11.6X
Five Year Average (2017-2021) 10.4X 12.9X Assumptions: Please see
Addendum C: Cash Available for Distribution Calculations for e
reconciliation of CAD to its most directly comparable GAAP measure.
Full CAD calculated by adding back Preferred Unit Distributions
& Accretion to CAD. Assumes issuance of $94,500,000 of Series A
Preferred Units as if outstanding over entire period. The
Partnership believes that Net Income and Cash Available for
Distribution1 (“CAD”) provides relevant information about the
Partnership’s operations and is necessary for understanding its
operating results. ATAX’s Net Income and CAD over the last
six years has generated significant coverage for the distributions
to the Series A Preferred Unit holders and shown strong earnings
through market cycles.
Interest
Rate Sensitivity Analysis The management team seeks the
optimization of Fixed versus Variable rate leverage based upon the
current and projected interest rate market. The sensitivity
analysis represents the change over the next 12 months assuming an
immediate shift in rates and management does not adjust its
strategy in response. The seniority of the Preferred Units further
reduces impact from changes in interest rates. Description -25 bps
+50 bps +100 bps +150 bps +200 bps Tender Option Bond debt
financing $1,151,060 ($2,302,120) ($4,604,241) ($6,906,361)
($9,208,482) Tax Exempt Bond Securitization debt financing 126,193
(252,385) (504,771) (757,156) (1,009,542) Other investment
financings (15,694) 31,387 62,774 94,162 125,549 Variable rate
investments (953,487) 1,906,973 3,813,947 5,720,920 7,627,893 Total
$308,072 ($616,145) ($1,232,291) ($1,848,435) ($2,464,582) Please
Note: The interest rate sensitivity table above (the “Table”)
represents the change in interest income from investments, net of
interest on debt and settlement payments for interest rate
derivatives over the next twelve months, assuming an immediate
parallel shift in the LIBOR yield curve and the resulting implied
forward rates are realized as a component of this shift in the
curve. Assumptions include anticipated interest rates,
relationships between interest rate indices and outstanding
investments, liabilities and interest rate derivative positions. No
assurance can be made that the assumptions included in the Table
presented herein will occur or that other events will not occur
that will affect the outcomes of the analysis. Furthermore, the
results included in the Table assume the Partnership does not act
to change its sensitivity to the movement in interest rates. As the
above information incorporates only those material positions or
exposures that existed as of September 30, 2022, it does not
consider those exposures or positions that could arise after that
date. The ultimate economic impact of these market risks will
depend on the exposures that arise during the period, our risk
mitigation strategies at that time and the overall business and
economic environment.
Community
Development Investments ATAX currently has over $964 million in
Community Development Investments (“CDI”) available for allocation
as of September 30, 2022 The majority of ATAX invested assets are
eligible CDIs under the Community Reinvestment Act (“CRA”) CRA
Majority of Invested Assets Certification provided at close. Annual
CRA Majority of Invested Assets Certification provided thereafter.
The General Partner determines CDI’s where the majority of
underlying units are restricted to those earning less than 80% of
Area Median Income (“AMI”). Low Income Housing Tax Credit
multifamily housing. 501(c)(3) Income Restricted multifamily
housing. A Preferred unit investment has CDI specific allocations
while also providing diversified risk across a portfolio. Equity
allocated to specific CDI(s) for reporting purposes. Strict control
of CRA allocations to ensure no overlap. Fund portfolio spreads
economic risk Regulatory approval received by Preferred Unit
Investors. Bruton Apartments Dallas, TX $18.14 Million Senior Bond
100% @ 60% AMI Seasons At Simi Valley Simi Valley, CA $4.4 Million
Senior Bond 40% @ 40% & 60% @ 50% AMI Vineyard Gardens
Apartments Oxnard, CA $4.0 Million Senior Bond 100% @ 50% AMI
Illustrative transactions
APPENDIX
The
Management Team We approach multifamily real estate as long-term
owners and managers. Based in Omaha, Nebraska, the core team of
real estate professionals executes ATAX’s fundamental long-term
strategy. Our in-depth knowledge of the industry, from development
to property management, combined with our proven and verifiable
track record of success, is a testament of the commitment and
dedication we bring to each property. The General Partner that
manages ATAX’s operations is a wholly owned subsidiary of
Greystone. Key features of each of our real estate investments
includes: Safety and preservation of capital. Predictable current
cash distributions/yields. Potential for enhanced yield/capital
appreciation. Expertise Multifamily Ownership Affordable Housing
Seniors and Skilled Nursing Facilities Multifamily Property
Management Student Housing
Greystone
#11 FHA Multifamily & Healthcare Lender Top 10 Fannie Mae DUS®
& Freddie Mac Optigo® Lender #2 Fannie Mae DUS ® & Freddie
Mac Optigo® Small Loan Lender $18.3B Loan Originations in 2021
$84.1B2 Total Loan Servicing Portfolio COMPANY STRUCTURE Loan
Servicing and Asset Management Real Estate Finance Structured
Finance Investment Sales Affiliated Businesses Affordable Housing
Development Property Development Acquisition and Management of
Multifamily and Healthcare Properties Public Institutions Real
Estate Advisory Based upon combined originations for HUD’s 2021
fiscal year by Greystone Servicing Company LLC and Greystone
Funding Company LLC Primary and Special Servicing
combined
Summary of
Terms: Series A-1 Preferred Units ISSUER America First Multifamily
Investors, L.P., a Delaware limited partnership. (NASDAQ: ATAX)
SECURITIES TO BE EXCHANGED Up to 9,450,000 Series A-1 Preferred
Units, representing limited partnership interests in the
Partnership EXCHANGE AMOUNT In part or in whole RATE 3.0% Fixed
rate, non-cumulative distribution paid quarterly. INVESTOR OPTIONAL
REDEMPTION Can put all, or in part, at par plus any accrued and
unpaid distribution: Upon the sixth (6th) anniversary of the
initial investment and each anniversary thereafter; If the ratio
between the BUCs market capitalization and aggregate Series A/A-1
Preferred Units falls below 1:1 for 15 consecutive business days.
ISSUER OPTIONS Issuer has the option to call all, or in part, upon
the sixth (6th) anniversary of the initial investment and each
anniversary thereafter. DISTRIBUTION AND LIQUIDATION PREFERENCE
Senior to BUCs and on parity with the Series A Preferred Units
INVESTED ASSETS ATAX represents that the majority of its invested
assets, as determined by its General Partner, will be CRA-eligible
investments. RIGHTS Non-voting, non-convertible, no registration
rights CRA ALLOCATION Community Development Investment Specific
Allocation with Portfolio Diversification FUND CRA CRA Certificate
of Majority of Invested Assets at close, annually thereafter FEES
None
Addendum A
America First Multifamily Investors, L.P. – Ownership Diagram
Beneficial Unit Certificates (“BUCs”) represent Limited Partnership
Interests in America First Multifamily Investors, L.P. that are
credited to the initial Limited Partner and whose rights are
irrevocably assigned to the BUC Holders. Greystone AF Manager LLC
America First Capital Associates, L.P. Two (“AFCA 2” or the
“General Partner) America First Multifamily Investors, L.P.
(Nasdaq: ATAX) Limited Partnership Interests Preferred Units Series
A, Series A-1 & Series B Greystone AF Holdings LLC Greystone
ILP, inc. (The “initial limited partner of ATAX”) Beneficial Unit
Certificate (“BUC”) Holders 100% owned 99% owned Limited
Partnership Interests (1) 99.99% owned .01% owned 1% owned
Portfolio of Investments
Addendum B
Community Development Investments Q1 2016 – Q3 2022 Community
Development Investment Project Location Deal Type County State
Units Companion at Thornhill Apartments Lexington, SC Refinance
Lexington SC 179 Concord at Williamcrest Houston TX Acquisition +
Rehab Harris TX 288 Concord at Gulf Gate Houston TX Acquisition +
Rehab Harris TX 288 Concord at Little York Houston TX Acquisition +
Rehab Harris TX 276 Las Palmas II Coachella, CA Acquisition + Rehab
Riverside CA 81 San Vicente Townhomes Soledad, CA Acquisition +
Rehab Monterey CA 50 Harmony Court Bakersfield, CA Acquisition +
Rehab Kern CA 96 Summerhill Bakersfield, CA Acquisition + Rehab
Kern CA 128 Madera Family Madera, CA Acquisition + Rehab Madera CA
75 Courtyard Fullerton, CA Acquisition + Rehab Orange CA 108
Seasons San Juan Capistrano San Juan Capistrano, CA Acquisition +
Rehab Orange CA 112 Seasons Lakewood Lakewood, CA Acquisition +
Rehab Los Angeles CA 85 Oaks at Georgetown Georgetown, TX
Acquisition + Rehab Williamson TX 192 Harmony Terrace Simi Valley,
CA Acquisition + Rehab Ventura CA 136 Avistar at Copperfield
Houston, TX Acquisition + Rehab Harris TX 192 Avistar at Wilcrest
Houston, TX Acquisition + Rehab Harris TX 88 Avistar at Wood Hollow
Austin, TX Acquisition + Rehab Travis TX 409 Montecito at Williams
Ranch Salinas, CA Acquisition + Rehab Monterey CA 132 Village at
River's Edge Columbia, SC New Construction Richland SC 124 Vineyard
Gardens Oxnard, CA Acquisition + Rehab Ventura CA 62 South Pointe
Hanahan, SC Acquisition + Rehab Berkeley SC 256 Rosewood Goose
Creek, SC Acquisition + Rehab Berkeley SC 100 Solano Vista Vallejo,
CA Acquisition + Rehab Solano CA 96
Addendum B
(continued) Community Development Investments Q1 2016 – Q3 2022
Community Development Investment Project Location Deal Type County
State Units Village at Avalon Albuquerque, NM New Construction
Bernalillo NM 240 Gateway Village Hillsborough, NC Acquisition +
Rehab Orange NC 64 Lynnhaven Durham, NC Acquisition + Rehab Durham
NC 75 Montevista San Pablo, CA Acquisition + Rehab Contra Costa CA
82 Scharbauer Flats Midland, TX New Construction Midland TX 300
Oasis at Twin Lakes Roseville, MN New Construction Ramsey MN 228
Ocotillo Springs Brawley, CA New Construction Imperial CA 75 CCBA
Senior Gardens San Diego, CA New Construction San Diego CA 45
Centennial Crossings Centennial, CO New Construction Arapahoe CO
209 Hilltop at Signal Hills West St Paul, MN New Construction
Dakota MN 146 Legacy Commons at Signal Hills West St Paul, MN New
Construction Dakota MN 247 Hope on Broadway Los Angeles, CA New
Construction Los Angeles CA 49 Hope on Avalon Los Angeles, CA New
Construction Los Angeles CA 88 Jackson Manor Apartments Jackson, MS
Acquisition + Rehab Hinds MS 60 Osprey Village Kissimmee, FL New
Construction Osceola FL 383 Willow Place Apartments McDonough, GA
New Construction Henry GA 182 Anaheim & Walnut Long Beach, CA
Acquisition + Rehab Los Angeles CA 88 Residency at the Mayer
Hollywood, CA Acquisition + Rehab Los Angeles CA 79 Lutheran
Gardens Apartments Compton, CA Acquisition + Rehab Los Angeles CA
76 Residency at the Entrepreneur Hollywood, CA New Construction Los
Angeles CA 200 Magnolia Heights Covington, GA New Construction
Newton GA 200
Addendum B
(continued) Community Development Investments Q1 2016 – Q3 2022
Community Development Investment Project Location Deal Type County
State Units Poppy Grove I Elk Grove, CA New Construction Sacramento
CA 147 Poppy Grove II Elk Grove, CA New Construction Sacramento CA
82 Poppy Grove III Elk Grove, CA New Construction Sacramento CA 158
TOTAL 7,056
Addendum C
Cash Available for Distribution Calculation The Partnership
believes that Cash Available for Distribution (“CAD”) provides
relevant information about the Partnership’s operations and is
necessary, along with net income, for understanding its operating
results. To calculate CAD, the Partnership begins with net income
as computed in accordance with GAAP and adjusts for non-cash
expenses consisting of depreciation expense, amortization expense
related to deferred financing costs, amortization of premiums and
discounts, non-cash interest rate derivative expense or income,
provisions for credit and loan losses, impairments on MRBs,
governmental issuer loans, Public housing Capital Fund Trust
Certificates, real estate assets and property loans, deferred
income tax expense (benefit) and restricted unit compensation
expense. The Partnership also deducts Tier 2 income allocable to
the General Partner as defined in the Partnership Agreement and
distributions and accretion for the Preferred Units. Net income is
the GAAP measure most comparable to CAD. There is no generally
accepted methodology for computing CAD, and the Partnership’s
computation of CAD may not be comparable to CAD reported by other
companies. Although the Partnership considers CAD to be a useful
measure of the Partnership’s operating performance, CAD is a
non-GAAP measure that should not be considered as an alternative to
net income calculated in accordance with GAAP, or any other
measures of financial performance presented in accordance with
GAAP. The following table shows the calculation of CAD (and a
reconciliation of the Partnership’s net income, as determined in
accordance with GAAP, to CAD) for the nine months ended September
30, 2022, and the years ended December 31, 2021, 2020, 2019, 2018,
2017 and 2016. Nine Months Ending For the Years Ended December 31,
September 30, 2022 2021 2020 2019 2018 2017 2016 Net Income
$62,387,292 $38,099,488 $7,208,828 $30,492,151 $41,139,529
$30,591,198 $23,784,507 Change in fair value of derivatives
(6,579,280) (23,214) (116,899) 499,835 (724,579) 240,091 (17,618)
Depreciation and amortization expense 2,056,512 2,732,922 2,810,073
3,091,417 3,556,265 5,212,859 6,862,530 Provision for credit loss -
1,856,893 7,318,590 - - - - Provision for loan loss - 444,302
911,232 - - - - Impairment of securities - - - - 1,141,020 761,960
- Impairment charge on real estate assets - - 25,200 75,000 150,000
- 61,506 Reversal of impairment on securities (5,712,230) -
(1,902,979) - - - - Reversal of provision for loan loss (593,000) -
- - - - - Reversal of impairment charge on real estate assets -
(250,200) - - - - - Amortization of deferred financing costs
1,926,580 1,209,837 1,450,398 1,713,534 1,673,044 2,324,535
1,862,509 Restricted unit compensation expense 919,563 1,277,694
1,017,938 3,636,091 1,822,525 1,615,242 833,142 Deferred income
taxes (49,250) (89,055) (105,920) (149,874) (242,235) (400,000)
366,000 Redeemable Preferred Unit distributions and accretion
(2,150,734) (2,871,051) (2,871,051) (2,871,051) (2,871,050)
(1,982,538) (583,407) Tier 2 (Income) Loss allocable to the General
Partner (2,905,748) (2,649,242) 80,501 (2,018,202) (2,062,118)
(1,994,518) (2,858,650) Recovery of prior credit loss (39,968) - -
- - - - Bond premium, discount and origination fee amortization,
net of cash received 819,627 (72,052) (59,691) (80,524) (14,633)
(270,048) (106,439) Total CAD $50,079,364 $39,666,322 $15,766,220
$34,388,377 $43,567,768 $36,098,781 $30,204,080
America First Multifamil... (NASDAQ:ATAX)
Historical Stock Chart
From May 2023 to Jun 2023
America First Multifamil... (NASDAQ:ATAX)
Historical Stock Chart
From Jun 2022 to Jun 2023
