Stable Relationships with Your Syndicator and CHFA for Housing Colorado NOW! 2017 Conference

Transcription

1 Stable Relationships with Your Syndicator and CHFA for Housing Colorado NOW! 2017 Conference Aaron Krasnow Jeff Nishita Investment Manager, Vice President Partner RBC Capital Markets Novogradac & Company LLP Denise Rome-Tamulis Senior Tax Credit Allocation Officer CHFA Nicole Brunswig Asset Manager RBC Capital Markets Thomas Vandiver Partner Dentons US LLP Perm Loan Conversion Year 1 Tax Return Tax Capital Planning Exit Strategies Stabilization Full Lease-UP Operations FOR SALE Year 0 Year 1 Year 2 1

2 Potential development site State specific qualified allocation plan Prepare forecasts/attempt to find syndicators Credit pricing negotiations Letter of intent once agreed upon Partnership agreement terms Possible nonprofit participation Colorado Specifics Round One: State Credit applications with noncompetitive 4% Federal Credit Letter of Intent Deadline January 2, 2018 Deadline February 1, 2018 Round Two: 9% Federal Credits Letter of Intent Deadline May 1, 2018 Deadline June 1, 2018 s for 4% non-competitive Federal Credit will be accepted throughout the year except for July and December Letter of Intent templates Submit the Letter of Intent along with a letter of engagement from the market analyst Chose the correct template 2

3 Accessing required documents Read the QAP Section 2 Guiding Principles and Criteria for Approval Section 3 Tax Credit Allocation Process Threshold Requirements Top 5 clarification items: Site control issues Specification Institute (CSI) supporting documents Lack of detail regarding zoning status Market study and application do not match up Outstanding non-compliance for both owner and management agent (8823) We have checklists! Located in Section 3 and Section 7 3

4 Download checklists The World as an Investor Term Erosion Pricing Changes The Tax Credit Investment Tax Reform CRA Cycles Uncertain Dynamic Regulated RBC Tax Credit Equity Group Resources Advice on financial and deal structuring Low-income housing tax credit (LIHTC) equity Asset management Early equity releases Federal historic tax credit equity State tax credit equity Renewal energy tax credit equity 4

5 RBC Tax Credit Equity Group s Process Sourcing a Deal Who s relationship/territory is this? LIHTC Process Letter (Letter of Interest) Using potential investors as a resource Pre-existing Relationships Cold Calls RFP Bid Situations vs. Less Formal Solicitations Initial Information supplied Developer Numbers (Sources & Uses, Proforma, Narrative, Sponsor Information) Considerations in Making an Offer Deal Strength vs. Sponsorship/Guarantor Strength Real estate Analysis Market Advantage Leveraging Cushion (Contingency, Cash Developer Fee Holdbacks, Reserves) Reasonability of Underwriting Assumptions For Syndicators Distribution CRA vs. Yield motivated Investors LIHTC Market Trends (Tax Reform) Competition Potential Hurdles Weak Sponsor/Guarantor High PMA Vacancies Negative Site Conditions Environmental Concerns Section 8 Overhang Commercial Market Rate Units Condo Structure 5

6 Letter of Intent Parties Involved Purchase Price Pay-In LIHTC Delivery Adjusters GP/Guarantor Obligations Reserve Requirements Fees & Compensation Distributions Assumptions Due Diligence Requirements Closing Contingencies Back End Financing Assumptions Selecting a Syndicator/Investor Typical questions asked in an RFP or Investment Solicitation: Pricing Interpretation and comparison of LIHTC pricing can best be made with prescribed assumptions (pay-in, debt terms and interest rates, lease-up/tax credit delivery assumptions). Adjusters and basis for adjustment factors? Required reserves basis for determination? Exit Provisions (ROFR and Purchase Option)? Guaranty requirements and net worth/liquidity covenants? Fees (due diligence/syndication, asset management, construction inspection)? Firm, staff, and LP counsel profile and experience? Likely distribution? Selecting a Syndicator/Investor Additional questions to consider posing: For syndicators Do you have a multitude of upper tier investor outlets or is placement for my transaction limited? Will you require a simultaneous closing with the upper tier investor? Explain your internal approval and closing process and timeframe (Investment and/or Credit Committees). Who will be my primary point of contact during the equity closing and be most responsible for managing the closing, what is their experience, and how closely will you be working with them throughout the process. Explain your experience underwriting and closing investments with special features similar to the project under consideration (i.e., housing authority transactions, special needs, mixed-finance, mixed-use, rural, condo structures, historic, renewable energy features, etc.). Explain your most important underwriting standards (how will debt service coverage be calculated, what constraints do you have with respect to underwritten vacancy and income/expense trending, how do you arrive at your reserve requirements, level of contingency required, and what considerations go into your standards for release of cash developer fee). 6

7 Selecting a Syndicator/Investor Additional questions to consider posing: Based on your understanding of the transaction at this point, are there any potential stumbling blocks that you would anticipate complicating your underwriting or closing of the transaction? As the transaction evolves through the diligence and closing process what considerations go into holding pricing? How familiar are you with (fill in the blank) construction, permanent, and soft lender(s), their loan documents, and do you anticipate any provisions that may be in conflict with terms of the partnership agreement? Explain the costs that will be covered by the due diligence and/or syndication fee that you charge. Who is responsible for the tax opinion? Are there any additional fees I can expect (i.e., construction management, 3rd party inspection, etc.)? How best can I control these fees through sharing 3rd party reports and inspection services amongst my investor and lender(s)? Explain your Asset Management functions and reporting requirements (during construction, as relates to release of capital contributions, through project stabilizations, and once stabilized). Can you provide a copy of your boilerplate limited partnership agreement and ancillary documents? Investor Benefits Investor Benefits 7

8 Investor Benefits Apply for credits with the state credit agency Approval from state credit agency Understand points Triple check Start many months before Need for a consultant? Meet with CHFA? 8

9 Apply for credits with the state credit agency Approval from state credit agency Understand points Triple check Start many months before Need for a consultant? Meet with CHFA? s and executed documents are due within 13 months of reservation. Sponsors have to expend a minimum of 10% of their total expected basis. Attorney and Accountant opinions Executed partnership agreement Enforceable Financing Commitments Remember that downloadable documents and checklists are available from the website 9

10 The Closing 10

11 Syndicator agrees upon terms with general partner & developer and signs partnership agreement period begins Syndicator approves construction draws with general partner & developer State agency 10% test benchmark. Submission requirements depend on state agency. Start leasing up Final construction draw Final Cost Certification Work with accountant to certify total project costs Investor approves FCC prior to submission to state agency State agency approves finalized FCC 11

12 Start leasing up Final construction draw Final Cost Certification Work with accountant to certify total project costs Investor approves FCC prior to submission to state agency State agency approves finalized FCC Full Lease-UP Fully Leased Up Syndicator requirements: Tenant lease up verification 3 rd Party First year credit calculations Tax credit adjusters CHFA Initial site visit After lease up visit 12

13 Full Lease-UP Final process Use the latest LIHTC application Full applications are due no later than November 1 st Costs must be certified Attorney and Accountant Opinions Amended partnership agreement (if applicable) Compliance training certificates for both Owner and Management Agent Regulatory agreement PIS Package PIS package submitted to state credit agency 13

14 Perm Loan Conversion Full Lease-UP Perm Loan Conversion Syndicator equity installments Potentially more equity adjusters Syndicator required DSCR Weekly calls with your lender and investor leading up to conversion Perm Loan Conversion Stabilization Full Lease-UP 14

15 Stabilization 3 months to a year after close of perm loan Stable DSCR, 1.15 Final equity installment Forms 8609 Recorded Extended Use Agreement Proof of funding of reserves Perm Loan Conversion Year 1 Tax Return Stabilization Full Lease-UP Forms 8609 and First Year Tax Return 8609s received from state credit agency Annual tax return with tax credits approved by syndicator (most of the time will need to amend the first year tax return to add tax credits) Syndicator equity installment Adjuster calculations 15

16 Perm Loan Conversion Year 1 Tax Return Stabilization Full Lease-UP Operations Year 2-10 Operations State credit agency monitors project Syndicator requirements: Quarterly/Monthly submissions of the books Annual audited financial statements Site visits Cashflow waterfall calculation requirements Distributions Investor requests Change in property manager/fee Reserve withdrawals Change in partnership management fee Installation of solar Refi Workout plans for underperforming properties Perm Loan Conversion Year 1 Tax Return Tax Capital Planning Stabilization Full Lease-UP Operations Year 0 Year 1 Year 2 16

17 + Tax Capital Planning Monitoring tax capital balances Need to monitor for exit strategy Reserves Bonus depreciation REALLY, should monitor from first forecast through end Perm Loan Conversion Year 1 Tax Return Tax Capital Planning Exit Strategies Stabilization Full Lease-UP Operations FOR SALE Year 0 Year 1 Year 2 Negotiations with Syndicator to decide LP exit Could be as early as Year 11, when credits are complete Compliance monitoring period complete with state credit agency 17

18 Kinds of Dispositions Sale of partnership interest Sale of all partnership interests to one person (Rev. Rul treats this as sale of property by partners) Sale of property by partnership Donation of partnership interest, including part giftpart sale Liquidation of LP interest QUESTIONS 18