Preferred
Series A-1 Exchange Offering © 2022 Greystone & Co. II LLC.
Confidential. All rights reserved. Issuer Free Writing Prospectus
Dated March 9, 2023 Filed Pursuant to Rule 433 Registration No.
333-255475
Important
Information Forward-Looking Statements This presentation
incorporates information from a prospectus dated April 15, 2022,
filed by Greystone Housing Impact Investors, L.P. (formerly 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 17 of our Annual Report on Form 10-K for the
year ended December 31, 2022. These forward-looking statements are
subject to various risks and uncertainties and Greystone Housing
Impact 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. © 2022 Greystone &
Co. II LLC. Confidential. All rights reserved.
Important
Notices Free Writing Prospectus Statement Greystone Housing Impact
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. © 2022
Greystone & Co. II LLC. Confidential. All rights
reserved.
Preferred
Units – 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: $139.5 million of Preferred Capital allocated
as of March 1, 2023 $94.5 million of Series A Preferred where five
Investors made nine separate rounds of investment $37 million of
Series A Preferred Units exchanged for Series A-1 Preferred Units
to date and allocated to new CRA eligible investments $8 million of
new Series A-1 Preferred Units issued 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 Q4 2022*, the Partnership provided financing: For 50
additional Community Development Investments In 10 states and 30
different counties Representing 7,679 Total Units *Please see
Addendum B: Community Development Investments Q1 2016 – Q4
2022
Series A
Preferred Unit Holder Options © 2022 Greystone & Co. II LLC.
Confidential. All rights reserved. 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
Greystone
Housing Impact Investors LP Partnership Details as of December 31,
2022 Symbol (NYSE) GHI Most recent quarterly distribution* $0.67
BUC price (common) $17.40 Units outstanding 22,304,829 Market
capitalization $388.1 million 52-week range of BUC price $16.53 -
$20.85 Total assets $1.57 billion Ratio of debt to total assets at
par and cost 73% Greystone Housing Impact Investors LP (NYSE:GHI)
(formerly America First Multifamily Investors, L.P.; 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 Second Amended and Restated Agreement of Limited
Partnership dated December 5, 2022. The majority of the
Partnership’s invested assets will be CRA-eligible investments, as
determined by its General Partner. * The distribution includes the
regular quarterly cash distribution of $0.37 per outstanding BUC,
plus a supplemental distribution of $0.10 per BUC, and a
supplemental distribution payable in the form of additional BUCs
equal to $0.20 per BUC. The supplemental BUC distribution was paid
at a ratio of 0.0105 BUCs for each issued and outstanding BUC as of
the record date.
The
Partnership – Illustrative Structure The Partnership 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.
$1.57 billion portfolio generates primarily interest and
amortization for the Partnership. The Partnership pays management
fees and operating expenses. The Partnership uses prudent levels of
leverage to optimize fund returns. the Partnership is approximately
73% levered, of which 25% of debt is fixed rate on fixed rate
assets, 37% is variable rate debt on variable rate assets and 22%
is hedged variable rate debt on fixed rate assets, leaving just 16%
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. $388.1 million of
market cap equity as beneficial unit certificates (BUCs) listed on
the NYSE. Holders receive quarterly distributions.
Allocable
Community Development Investments States with Allocable Community
Development Investments As of December 31, 2022 the Partnership has
over $1.08 billion of Community Development Investments available
for allocation to Preferred Unit holders. State CDI Available for
Allocation CA 206,607,923 CO 57,330,000 FL 40,893,040 GA 44,943,073
IL 7,351,468 IN 5,220,000 LA 11,500,000 MN 166,473,896 MS 6,900,000
NC 10,315,000 NM 24,900,000 SC 138,717,000 TN 11,581,925 TX
342,920,520 WA 9,850,000 Total $1,085,503,845
Preferred
Units Distribution Coverage Ratio The Partnership believes that Net
Income and Cash Available for Distribution (“CAD”) provides
relevant information about the Partnership’s operations and is
necessary for understanding its operating results. The
Partnership’s Net Income and CAD over the last six years has
generated significant coverage for the distributions to the Series
A Preferred Unit holders and shown strong earnings through market
cycles. © 2022 Greystone & Co. II LLC. Confidential. All rights
reserved. Series A/A-1 Preferred Units Distribution Coverage Ratio
Year Net Income ($US) CAD1 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 2022
65,562,166 53,360,968 2,866,625 56,227,593 2,835,000 23.1X 19.8X
Three Year Average (2020-2022) 13.0X 13.8X Five Year Average
(2018-2022) 12.9X 14.2X Assumptions: Please see Addendum C: Cash
Available for Distribution Calculations for a 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.
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 $1,095,473 ($2,190,947) ($4,381,893) ($6,572,840)
($8,763,787) Tax Exempt Bond Securitization debt financing 125,580
(251,160) (502,320) (753,480) (1,004,640) Other investment
financings (194,490) 388,980 777,960 1,166,939 1,555,919 Variable
rate investments (904,407) 1,808,813 3,617,626 5,426,440 7,235,253
Total $122,156 ($244,314) ($488,627) ($732,941) ($977,255) Per BUC
Impact $0.005 ($0.011) ($0.022) ($0.033) ($0.043) 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 December 31,
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. “Per BUC Impact” - The net
interest income change per BUC calculated based on 22,538,878 BUCs
outstanding as of January 31, 2023.
Community
Development Investments The Partnership has over $1.08 billion in
Community Development Investments (“CDI”) available for allocation
as of December 31, 2022 The majority of the Partnership 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 up to
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 Illustrative transactions 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
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 the Partnership’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 the Partnership’s operations is a wholly owned
subsidiary of Greystone. Key features of each of our real estate
investments includes: 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
– Company Highlights © 2023 Greystone & Co. II LLC.
Confidential. All rights reserved. *For HUD’s 2022 fiscal year.
Based upon combined firm commitments received by Greystone Funding
Company LLC and Greystone Servicing Company LLC and excludes risk
sharing and hospital loans. ** Primary and Special Servicing
combined
Summary of
Terms: Series A-1 Preferred Units © 2022 Greystone & Co. II
LLC. Confidential. All rights reserved. ISSUER Greystone Housing
Impact Investors, L.P., a Delaware limited partnership. (NYSE: GHI)
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 The Partnership 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
Greystone Housing Impact Investors LP – Ownership Diagram
Beneficial Unit Certificates (“BUCs”) represent Limited Partnership
Interests in Greystone Housing Impact Investors LP 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) Greystone Housing Impact Investors LP (NYSE: GHI)
Limited Partnership Interests Preferred Units Series A, Series A-1
& Series B Greystone AF Holdings LLC Greystone ILP, inc. (The
“initial limited partner”) 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 – Q4 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 – Q4 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 – Q4 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
Park at Sondrio Greenville, SC Acquisition + Rehab Greenville SC
271 Park at Vietti Spartanburg, SC Acquisition + Rehab Spartanburg
SC 204 The Residency at Empire Burbank, CA New Construction Los
Angeles CA 148 TOTAL 7,679
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 years ended December 31,
2022, 2021, 2020, 2019, 2018, 2017 and 2016. For the Years Ended
December 31, 2022 2021 2020 2019 2018 2017 2016 Net Income
$65,562,166 $38,099,488 $7,208,828 $30,492,151 $41,139,529
$30,591,198 $23,784,507 Change in fair value of derivatives
(7,239,736) (23,214) (116,899) 499,835 (724,579) 240,091 (17,618)
Depreciation and amortization expense 2,717,415 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 Realized impairment of securities (5,712,230) (1,902,979)
- - - - Realized provision for loan loss (593,000) - - - - - -
Reversal of impairment charge on real estate assets - (250,200) - -
- - - Amortization of deferred financing costs 2,537,186 1,209,837
1,450,398 1,713,534 1,673,044 2,324,535 1,862,509 Restricted unit
compensation expense 1,531,622 1,277,694 1,017,938 3,636,091
1,822,525 1,615,242 833,142 Deferred income taxes (45,056) (89,055)
(105,920) (149,874) (242,235) (400,000) 366,000 Redeemable
Preferred Unit distributions and accretion (2,866,625) (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 (3,242,365)
(2,649,242) 80,501 (2,018,202) (2,062,118) (1,994,518) (2,858,650)
Recovery of prior credit loss (57,124) - - - - - - Bond premium,
discount and origination fee amortization, net of cash received
768,715 (72,052) (59,691) (80,524) (14,633) (270,048) (106,439)
Total CAD $53,360,968 $39,666,322 $15,766,220 $34,388,377
$43,567,768 $36,098,781 $30,204,080
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