CUSIP Numbers: 74443FAK2, 74443FAL0, 74443FAM8, 74443FAN6 ADDITIONAL/VOLUNTARY FILING. March 23, 2017
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1 $16,960,000 PUBLIC FINANCE AUTHORITY Multifamily Housing Mortgage Revenue Bonds (Trinity Affordable Section 8 Assisted Apartments Project) $15,170,000 Series 2015 A $1,790,000 Taxable Series 2015 A-T CUSIP Numbers: 74443FAK2, 74443FAL0, 74443FAM8, 74443FAN6 ADDITIONAL/VOLUNTARY FILING March 23, 2017 Trinity-Northeast View, LLC, a Missouri limited liability company, and Trinity-Brady Village, LLC, Trinity-Ridge Village, LLC, Trinity-River Village I, LLC, Trinity-River Village II, LLC, Trinity-Sheridan Village, LLC, all of which are Iowa limited liability companies, which collectively are the Borrowers (the Borrowers ) of the proceeds from the issuance of the bonds identified above (the Bonds ), and Trinity Affordable Housing Corporation, an Illinois nonprofit corporation that is the sole member of the Borrowers (the Corporation ), are issuing this notice pursuant to SEC Rule 15c2-12. The Borrowers entered into a Loan Agreement dated as of June 1, 2015 (the Loan Agreement ) with the Public Finance Authority as the issuer of the Bonds (the Issuer ), and Zions First National Bank, as trustee (the Trustee ). As permitted under the Loan Agreement, the Borrowers applied their borrowing of the proceeds from the issuance of the Bonds towards the acquisition, rehabilitation, and equipping of six multifamily rental housing properties in Iowa and Missouri (the Properties ), as follows: Brady Village Apartments, Davenport, Iowa Northeast View Apartments, Kansas City, Missouri Ridge Village Apartments, Waterloo, Iowa River Village I Apartments, Maquoketa, Iowa River Village II Apartments, Maquoketa, Iowa Sheridan Village Apartments, Dubuque, Iowa
2 Section 4.4 of the Loan Agreement requires that the Borrowers shall fix, charge and collect, or cause to be fixed, charged and collected rents, fees and charges in connection with the operation and maintenance of the Projects such that for each Fiscal Year beginning on or after July 1, 2015, the Debt Service Coverage Ratio will not be less than the Coverage Test. The Trust Indenture dated as of June 1, 2015 and relating to the Bonds between the Issuer and the Trustee (the Trust Indenture ) defines the term Coverage Test as requiring that the Debt Service Coverage Ratio for the relevant period [be] equal to or greater than 1.21 to 1 on all Outstanding Bonds. Under Section 4.5 of the Loan Agreement, [i]f the Coverage Test for any Fiscal Year is not satisfied, the Borrowers shall retain a Management Consultant, and [t]he Management Consultant shall prepare recommendations with respect to the operations of the Projects and the sufficiency of the rents, fees and charges imposed by the Borrowers. Section 4.5 of the Loan Agreement further states that [f]ailure of the Borrowers to satisfy the Coverage Test covenant constitutes a Default under this Agreement only if (i)(a) the Borrowers fail to engage the Management Consultant or (b) the Borrowers fail to implement the Management Consultant s reasonable recommendations, to the extent lawful and reasonably feasible and to the extent consistent with the charitable mission of the Sole Member, as required by this Agreement, or (ii) the Debt Service Coverage Ratio is less than 1.00 to 1 for all of the Bonds then Outstanding for any Fiscal Year Management Consultant Report The Borrowers combined audited financial statements for the period from June 30, 2015 (the date of their acquisition of the Properties) through December 31, 2015 reported a Debt Service Coverage Ratio of 1.02, less than the required ratio of On behalf of the Borrowers, the Corporation accordingly engaged Novogradac & Company LLP ( Novogradac ) as a management consultant to prepare the recommendations that Section 4.5 of the Loan Agreement requires. Novogradac delivered a report to the Corporation dated September 1, 2016 (the 2016 Report ). The 2016 Report noted that three of the Properties (River Village I, River Village II, and Sheridan Village) had an actual debt service coverage ratio higher than 1.21 for 2015 and that three (Brady Village, Ridge Village, and Northeast View) did not. That 2016 Report also estimated that five of the Properties (Brady Village, Ridge Village, River Village I, River Village II, and Sheridan Village) could be expected to achieve a debt service coverage ratio in 2016 and 2017 in excess of The 2016 Report characterized Northeast View as an underperforming property in the portfolio, with a debt service coverage ratio of 0.64 for 2015 and an estimated debt service coverage ratio for 2016 and 2017 of 0.67 and 1.12, respectively. 1 In the case of Sheridan Village for 2016, the estimate was actually
3 The 2016 Report mentioned that the main sewer line to two of the Northeast View buildings had collapsed in August of 2015, that a former tenant set fire to another building in May of 2016, and that the former management company had engaged in leasing practices that resulted in increasing deferred maintenance and ongoing renovations. The 2016 Report recommended that the owner of Northeast View hire a new management company and pursue insurance proceeds for the sewer and fire damage. The Corporation and the applicable Borrower followed both recommendations (although its insurance company has denied liability for the sewer damage). The 2016 Report also recommended, [g]iven the high number of maintenance issues at Northeast View, and the large amount of capital expenditures due to tenant damages and historical maintenance negligence (prior to owner s assumption of the property), that the applicable Borrower pursue a Low-Income Housing Tax Credit allocation to perform property-wide capital improvements and necessary unit upgrades. Adopting such a recommendation, however, would require transferring the Northeast View property to a new legal entity, a transaction that is not possible so long as the Northeast View property is encumbered by a mortgage securing the applicable Borrower s obligation to repay a portion of the proceeds from the issuance of the Bonds Management Consultant Report The Borrowers combined financial statements for the period from January 1, 2016 through December 31, 2016 (an audit of which has not yet been completed) reported a Debt Service Coverage Ratio of 1.06, again less than the required ratio of On behalf of the Borrowers, the Corporation again engaged Novogradac to prepare the recommendations that Section 4.5 of the Loan Agreement requires. Novogradac delivered a second report to the Corporation dated March 1, 2017 (the 2017 Report ). The 2017 Report noted that four of the Properties (Brady Village, River Village I, River Village II, and Sheridan Village) had a debt service coverage ratio higher than 1.21 for 2016 and that two (Ridge Village and Northeast View) did not. That 2017 Report also estimated that four of the Properties (Brady Village, River Village I, River Village II, and Sheridan Village) could be expected to achieve a debt service coverage ratio in 2017 and 2018 in excess of 1.21, that Ridge Village was expected to achieve a debt service coverage ratio for 2017 and 2018 of 1.15 and 1.17, respectively, and that the corresponding ratios for Northeast View were expected to be 0.86 and The 2017 Report noted that, according to the December 25, 2016 rent roll, Northeast View was 91.9 percent occupied, but that, of the eleven vacant units, seven were uninhabitable as a result of leaking sewer pipes and other water issues caused by continuing deferred maintenance. The 2017 Report also commented that similar sewer pipe and water issues were present throughout much of the remaining property, even in renovated units, and that the property as a whole could be expected to continue to have - 3 -
4 issues with leaking sewer pipes and water damage until the property could be adequately repaired. The 2017 Report concluded that the entire property needs significant renovations, which would likely total approximately $40,000 to $50,000 per unit in hard costs in order to extend the life and allow management to successfully operate the property with a stabilized occupancy rate and market oriented expenses. Finally, the 2017 Report estimated that the entire portfolio of all six Properties is expected to achieve a debt service coverage ratio of 1.09 percent for 2017, due to the high vacancy and maintenance expenses incurred at Northeast View, but that [t]he five portfolio properties in Iowa are expected to continue to maintain individual DSCRs of 1.15 to 1.34 with an overall combined DSCR of 1.26 in As a result, the 2017 Report recommended as follows: Given the high number of maintenance issues at Northeast View, and the large amount of capital expenditures due to tenant damages and historical maintenance negligence (prior to owner s assumption of the property), Novogradac recommends Northeast View be removed from the portfolio to allow for the remaining five properties to meet the necessary debt service obligation as outlined in the loan agreement and to avoid default of the loan. HUD Enforcement Activities By means of a Notice of Default dated July 20, 2016, the United States Department of Housing and Urban Development ( HUD ) notified Trinity Northeast View, LLC that it had received a score of 23c* on an inspection of the Northeast View Property by HUD s Real Estate Assessment Center. That Notice of Default alleged that Trinity Northeast View, LLC had therefore failed to maintain the property in decent, safe and sanitary condition. A similar letter from HUD dated approximately December 8, 2016 informed Trinity Northeast View, LLC that the Northeast View Property had received a score of 39c* as a result of an inspection conducted on November 30, Finally, by means of a letter dated February 28, 2017, HUD informed Trinity Northeast View, LLC that it is considering seeking the recovery of civil monetary penalties, up to a maximum of $55,000, from that Borrower for violations of the Housing Assistance Payment Contract between that Borrower and HUD relating to an alleged failure to maintain the Northeast View Property in a decent, safe and sanitary condition, as well as other possible sanctions. That February 28, 2017 letter granted Trinity Northeast View, LLC 30 days to respond in writing to those allegations, and Trinity Northeast View, LLC intends to submit such a response addressing those allegations within that deadline, as it may be extended with HUD s consent
5 Anticipated Remedial Actions Section 8.2 of the Loan Agreement grants the Borrowers the option to terminate this Loan Agreement (as it shall pertain to one or more of the Projects) at any time the related Borrower declares it will cease to use such Project by reason of [a] determination that the continued operation of a particular Project would have a material adverse effect on the ability of the Borrowers to meet the financial covenants set forth in this Loan Agreement from the remaining Projects, as established by a report of a Management Consultant. Under Section 3.01 of the Trust Indenture, Bonds shall be called for redemption at any time (iii) as a whole or in part, at the earliest practicable date, in the event the Borrowers exercise their option to terminate the Loan Agreement (as a whole or in part) pursuant to Section 8.1 or 8.2 thereof. The Corporation and the Borrowers have considered the possibility of a sale of the Northeast View Property in order to carry out the recommendation of the 2017 Report that Northeast View be removed from the portfolio to allow for the remaining five properties to meet the necessary debt service obligation as outlined in the loan agreement and to avoid default of the loan. Upon a sale of that Property, the Loan Agreement and the Trust Indenture require that the sales proceeds be devoted to the redemption of that portion of the Bonds allocable to that Property. Based upon the 2017 Report, the Borrowers and the Corporation believe that the remaining Properties could reasonably be expected to satisfy the Coverage Test. However, Trinity Northeast View, LLC has obtained an opinion from SVN Chicago, an affiliate of SVN International, a national real estate brokerage firm, indicating that the Northeast View Property currently has a fair market value of approximately $6,200,000, while the portion of the Bonds allocable to that Property was $7,312,665. In light of that shortfall, the Corporation and the Borrowers have also, more recently, engaged SVN Chicago to render an opinion on the estimated value of the remaining five Iowa Properties. Based on the opinions that the Borrowers have received from SVN Chicago, no sale of any combination of less than all of the Iowa Properties, along with the Northeast View Property, will generate sufficient proceeds to permit a redemption of the portion of the Bonds allocable to any such combination of Properties. However, it also appears that a sale of all five Iowa Properties, together with Northeast View, can reasonably be expected to generate sufficient proceeds to redeem all of the Bonds at par value. Therefore, although they will continue to explore other alternatives, the Borrowers intend to enter into an agreement with SVN Chicago to offer for sale all six Properties at a price consistent with SVN Chicago s estimate of their value. In the event that the Borrowers should determine such a sale to be likely, they will deliver written notice to the Issuer, the Rating Agency, and the Trustee of their future intention to terminate the Loan Agreement in accordance with its Section 8.2 and - 5 -
6 will make arrangements satisfactory to the Trustee for the giving of the required notice of redemption of all of the Bonds upon payment in full of the principal and accrued interest on the Bonds to be redeemed. No assurance can be given, however, that the Properties can be sold at a sufficient price to cause such a redemption to take place. The Borrowers will disclose any further material information concerning these matters to then current bondholders by subsequent postings to EMMA
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