Tax Credit Pricing is Important but it is not the only thing that - - PowerPoint PPT Presentation

tax credit pricing is important but it is not the only
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Tax Credit Pricing is Important but it is not the only thing that - - PowerPoint PPT Presentation

Ten Things Every Developer Should Know Before They Do their First Tax Credit Deal Tax Credit Pricing is Important but it is not the only thing that matters Customer Service is the most important thing to me. Is your investor / 1) syndicator /


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SLIDE 1

Ten Things Every Developer Should Know Before They Do their First Tax Credit Deal

1) Tax Credit Pricing is Important but it is not the only thing that matters – Customer Service is the most important thing to me. Is your investor / syndicator / lender focused on giving you a good experience? Are underwriters / asset managers / construction people and attorneys difficult to deal with? Can they move quickly and be respectful your timeframe? 2) Is your Investor / Syndicator /Lender flexible or by the book? - Things won’t go perfectly, so you want a partner who will stand by you, share the pain and accommodate you even if it’s not in the written agreement. 3) Don’t Allow your Investor / Syndicator / Lender to change the deal at the last minute - This is a big one. You negotiate the deal and then at the last minute they come back with materially different terms. Negotiate your deal upfront and hold them to it. Don’t be afraid to walk if your financial partner tries to pull a fast one. 4) Focus on Building Relationships, Not getting the last half cent – I think you have to do some shopping to keep your financial partners on their toes, to satisfy your Board of Directors and to make sure you are getting a market deal. However, in the midst of all this you should develop deeper relationships with a few key partners who can help you figure out tough deals, refer you business, and come to your aid when you need it. 5) Be Realistic about what your skill level is – It takes experience and knowledge to execute these transactions. Most organizations and individuals should consider a Joint venture if they lack expertise 6) Understand the Guaranties before you sign them – There are a multitude of guaranties that lenders and investors require. You should understand them and negotiate the best deal for yourself before you sign anything. This is more important than tax credit pricing, in my opinion. 7) Be Realistic about your compensation / fee sharing in a Joint Venture – If you are not in a position to sign guaranties, you cannot expect 80%

  • f the fee. If you are inexperienced, you cannot expect 80% of the fee

8) Developers should hire a construction professional – the biggest mistake I made as a syndicator was not insisting that developers hire capable owner’s representatives. The biggest risk is construction risk and you mitigate that by having a strong experienced construction person involved. 9) Strong Personnel is more important than fancy projects – The best developers have the best personnel. Reinvest your fees in hiring the best

  • talent. If you have good people, you will distinguish yourself as a developer

10) Don’t try to do everything. Pass on Projects that seem messy or problematic – Saying no to things that don’t make sense or require too much work for too little reward is critical. The worst thing is to invest a lot of time in a project that ends up producing very little financial benefit – and a lot of headaches..

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SLIDE 2

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

The Low Income Housing Tax Credit Panel

NYSAFAH Conference

May 15, 2012

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SLIDE 3

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

Project Feasibility/Evaluating your project

  • New Construction
  • Preservation/ Acquisition Rehab
  • 9%, 4%, SLIHC, other low income

development options

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SLIDE 4

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

New Construction

  • What is your market?
  • What can you build?
  • What are your costs (predevelopment,

acquisition, construction, soft costs)

  • Putting together the numbers
  • Timing
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SLIDE 5

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

Preservation/Acquisition Rehab

  • What are the physical needs of the project?
  • Market?
  • Putting together the numbers
  • Timing
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SLIDE 6

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

Development Team

  • Architect
  • Attorney
  • Accountant
  • Consultants
  • Development Partner
  • Property Manager
  • Contractor
  • Experience Counts
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SLIDE 7

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

Evaluating Financing Needs

  • How much permanent debt can the project

support?

  • What is the projected equity raise?
  • Has any other funding been made available to the

project?

  • Know your subsidy need before asking for it.
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SLIDE 8

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

Subsidy Needs

  • Is the project a priority for one of the funding agencies?
  • Are your development costs in line with industry standards?
  • Are you asking for subsidy to cover acquisition or development fee?
  • Are you providing supportive services?
  • Are you building with Green or innovative technology?
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SLIDE 9

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Evaluating 9% vs. 4%

Example Previously Provided: Total Development Budget: $9,632,000 Qualified Basis: $11,140,350 9% Annual Tax Credits: $1,002,631 4% Annual Tax Credits: $357,605 9% Equity Raise (@ $.80): $8,021,048 4% Equity Raise (@ $.80): $2,860,840

Learn the Basics:

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SLIDE 10

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

9% vs. 4% Allocation

9% Allocation

  • NYSHCR – Capitol Programs (NYS and NYC City Deals)
  • NYC HPD (primarily not-for-profit supportive housing deals)

4% Allocation

  • NYSHCR/HFA
  • NYCHDC
  • Local IDA’s

SLIHC – NYSHCR

Learn the Basics:

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SLIDE 11

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

The Qualified Allocation Plan (QAP)

The QAP sets the goals and requirements for the allocating agency:

  • NYSHCR: http://www.nyshcr.org/Publications/QAP/
  • NYSHFA: http://www.nyshcr.org/assets/documents/4875.pdf
  • NYCHPD: http://www.nyc.gov/html/hpd/html/developers/low_income.shtml
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SLIDE 12

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

Completing the Application

When to file an application What is needed:

  • 1. Site Control
  • 2. Market Study
  • 3. Appraisal
  • 4. Phase I
  • 5. Financial Commitments
  • 6. Schematic Plans & Specifications
  • 7. Cost Estimates
  • 8. Operating Assumptions
  • 9. Time
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SLIDE 13

60 East 42nd Street, Suite 1822, New York, NY 10165 • www.rockabilladvisors.com

Learn the Basics:

Sources of Permanent Financing

Debt Service Coverage Requirements Income to Expense Requirements 4%

  • SONYMA,
  • REMIC
  • Fannie/Freddie

9%

  • NYSHCR-HFA
  • Traditional Lenders
  • HUD FHA 223f
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SLIDE 14

New York State Affordable Housing Pre-Conference

NYSAFAH – May 16, 2012

Investor Deal Terms the Letter of Intent

DOMINICK BUFFA

FIRST STERLING FINANCIAL

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SLIDE 15

WHO TYICALLY BUYS CREDITS

  • FINANCIAL INSTITUTIONS

– TRADITIONAL BANKS – INVESTMENT BANKS

  • INSURANCE COMPANIES
  • FORTUNE 500 COMPANIES
  • SYNDICATORS
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SLIDE 16

WHAT ARE THE DIFFERENCES

FINANCIAL INSTITUTIONS

  • SPECIFIC GEOGRAPHIC AREA – CRA
  • CUSTOMERS OF THE BANK
  • LESS LIKELY TO STRUCTURE
  • COMPLETE PACKAGES
  • COMPETITIVE PRICING
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SLIDE 17

WHAT ARE THE DIFFERENCES

INSURANCE & FORTUNE 500 Cos…

  • SIMILAR TO LENDERS EXCEPT HAVE WIDER

GEOGRAPHIC RANGE

  • MOSTLY MIF – LIMIT ON % THEY CAN OWN
  • ECONOMIC INVESTOR
  • WHEN PURCHASING DIRECT
  • EXPERIENCED DEVELOPERS, LARGE

DEAL

  • MAY HAVE 3RD PARTY DUE DILIGENCE
  • LESS LIKELY TO STRUCTURE
  • SPECIALTY CREDITS – HTC
  • MAY IMPOSE DEVELOPMENT CONDITIONS
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SLIDE 18

WHAT ARE THE DIFFERENCES

SYNDICATOR

  • BUYS WITH INTENTION OF PLACING IN A

FUND

  • PROPRIETARY & MIF FUNDS
  • WIDE GEOGRAPHIC AREA
  • PERFORM DUE DILIGENCE & AM
  • KNOWLEDGEABLE BUYER WITH IN-HOUSE

EXPERTS

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SLIDE 19

SYNDICATOR  WILL ASSIST IN APPLICATION STAGE  ASSIST WITH STRUCTURING DEAL  CAN WORK WITH A WIDE VARIETY OF CREDITS AND DEAL SRUCTURES  CAN CLOSE QUICKLY

WHAT ARE THE DIFFERENCES

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SLIDE 20

WHEN SHOULD YOU SOLICIT PROPOSALS

PRELIMINARY/APPLICATION STAGE

  • SYNDICATORS WILL ASSIST HELP RUN NUMBER,

STRUCTURES AND PRICING THE EQUITY

  • BEST TO START WITH A CONSULTANT WHO IS

FAMILIAR WITH THE PROGRAMS AND CAN ZERO IN ON THE RIGHT ONE

  • LENDER NEEDED FOR DEBT
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SLIDE 21

A PROJECT IS READY TO GO WHEN . . .

  • SITE CONTROL
  • CREDIT AWARD OR BOND VOLUME CAP
  • FINANCING IN PLACE
  • PLANS READY FOR BIDS
  • THIRD PARTY REPORTS
  • BUILDING PERMITS
  • ZONING APPROVALS
  • ULURP IS DONE IN NYC
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SLIDE 22

INFORMATION NEEDED FROM THE DEVELOPER

PROJECT DESCRIPTION

  • NUMBER OF UNITS & UNIT MIX
  • POPULATION TO BE SERVED
  • RENT STRUCTURE – GROSS & NET
  • AMI LIMITS
  • PROJECT AMENITIES
  • NUMBER OF BUILDINGS
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SLIDE 23

INFORMATION - CONTINUED

ORGANIZATION

  • NAME OF PARTNERSHIP OR COMPANY
  • NAME OF GENERAL PARTNER OR MANAGING

MEMBER

  • FOR PROFIT OR NOT FOR PROFIT (501 (C)

(3))

  • GUARANTORS
  • DEVELOPER
  • MANAGING AGENT
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SLIDE 24

INFORMATION - CONTINUED

DEVELOPMENT BUDGET

  • SOURCES AND USES
  • CONSTRUCTION AND PERMANENT PHASE
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SLIDE 25

INFORMATION -CONTINUED

BASIC SOURCES & USES SOURCES USES Tax Credit Proceeds Land Developer equity Building Acquisition Hard Debt Hard Construction Cost Soft Debt Soft Costs Federal Grants Developer Fee State Grants Rrserves Deferred Developer Fee

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SLIDE 26

INFORMATION - CONTINUED

  • 30-YEAR OPERATING PRO-FORMA
  • OPERATIING EXPENSES

CONTROLLABLE UNCONTROLLABLE Administrative Utilities Payroll & Related Real Estate Taxes Repairs & Maintenance Insurance Contract Services

  • MANAGEMENT FEE
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SLIDE 27

INFORMATION - CONTINUED

KEY DATES:

  • CLOSING DATE
  • CONSTRUCTION START
  • FIRST UNITS PLACED IN SERVICE
  • FINAL UNTIS PLACED IN SERVICE
  • 100% OCCUPANCY
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SLIDE 28

INFORMATION - CONTINUED

EXPECTED EQUITY CAPITAL CONTRIBUTIONS:  AT CLOSING/ADMISSION  DURING CONSTRUCTION  AT PLACED IN SERVICE  AT 100% OCCUPANCY  CLOSING INTO PERMANENT LOAN - BEO  AT 8609  FIRST YEAR CREDIT DELIVERY

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SLIDE 29

THIS INFORMATION IS NECESSARY SO

  • THAT. . .
  • BUYER CAN ESTIMATE PRICE
  • MULTIPLE BIDS ON SIMILAR TERMS CAN BE

OBTAINED

  • COMPARISONS CAN BE MADE BETWEEN OFFERS
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SLIDE 30

THE OFFER SHOULD INCLUDE . . .

 INDENTIFICATION OF PARTIES INVOLVED  IDENTIFICATION OF PROJECT  DESCRIPTION OF FINANCING  KEY DATES – Closing, Completion, 100% Leased

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SLIDE 31

THE OFFER SHOUD ALSO INCLUDE . . .

 PARTNERSHIP INTEREST  CREDIT DELIVERY SCHEDULE BY YEAR  TOTAL AMOUNT OF EQUITY  DETAILED BREAKDOWN OF CAPITAL CONTRIBUTIONS

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SLIDE 32

THE OFFER - CONTINUED

EQUITY CONTRIBUTIONS AT THE FOLLOWING STAGES OF DEVELOPMENT:

  • CLOSING (ADMISSION)
  • DURING CONSTRUCTION - BENCHMARKS
  • COMPLETION - PLACED IN SERVICE
  • 100% OCCUPANCY
  • CLOSING INTO PERM LOAN
  • 8609 & TAX RETURN
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SLIDE 33

THE OFFER - CONTINUED

  • CONDITIONS TO BE MET FOR EACH CAPITAL

CONTRIBUTION

  • DEVELOPMENT FEE AND PAY SCHEDULE
  • SHARING OF TAX AND CASH BENEFIT

SCHEDULES

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SLIDE 34

THE OFFER - CONTINUED

SHARING OF CASH FLOW

  • PRIORITY OF DISBURSEMENTS
  • SPLITS BETWEEN GP AND LP
  • SPLIT OF CASH TO PAY DEFERRED FEE
  • SPLIT OF CASH FOR GP INCENTIVE FEE
  • SPLIT FOR REMAINING CASH
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SLIDE 35

THE OFFER - CONTINUED

BENEFITS FROM SALE OR DISTRIBUTION

  • PRIORITY OF DISTRIBUTIONS
  • FEES FOR REFINANCING OR SALE
  • SPLIT OF REMAINING CASH
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SLIDE 36

THE OFFER - CONTINUED

GUARANTEES – ONLY MAJOR ONES ARE SUMARIZED IN LOI

  • COMPLETION
  • OPERATING DEFICITS
  • REPURCHASE
  • TAX CREDIT BENEFITS
  • TOTAL AMOUNT OF CREDITS
  • TIMING OF DELIVERY
  • LOSS OF CREDITS DURING

OPERATIONS

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SLIDE 37

THE OFFER - CONTINUED

REPLACEMENT RESERVES

  • AMOUNT, DURATION, DISPOSITION

OPERATING RESERVE

  • AMOUNT, DURATION, DISPOSITION

DEPRECATION

  • HOW CALCULATED
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SLIDE 38

THE OFFER - CONTINUED

ADJUSTERS

  • HOW ARE THEY CALCULATED

RIGHT TO PURCHASE Right of First Refusal Purchase Options Forced Sale INSURANCE REQUIREMENTS CONDITIONAL OFFER

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SLIDE 39

THE OFFER - CONTINUED

FEES AND COMPENSATION DEVELOPMENT SERVICES FEE PROPERTY MANAGEMENT FEE ANNUAL SYNDICATOR FEE INCENTIVE FEES TO GP/MM DUE DILIGENCE FEES

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SLIDE 40

THE OFFER - CONTINUED

KEY PROVISIONS THAT WILL BE LATER DETAILED IN THE LPA

  • OWNERSHIP STRUCTURE
  • REMOVAL PROVISIONS
  • WITHDRAWAL PROVISIONS
  • DETAILS ON THE GUARANTEES
  • DETAILED REPURCHASE PROVISIONS
  • DETAILED OBLIGATIONS OF PARTIES

TO THE TRANSACTION

  • DETAILED DUE DILIGENCE LISTS
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SLIDE 41

CONCLUSION

 PRICE IS ONLY ONE FACET OF THE OFFER  EQUITY PROVIDERS ARE NOT LENDERS  WE ARE YOUR PARTNERS FOR 15 OR MORE YEARS  CONSIDER THE ENTIRE OFFER BEFORE MAKING A DECISION

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SLIDE 42

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

Learn the Basics:

The Low Income Housing Tax Credit Panel

_________________ NYSAFAH Conference May 14, 2012

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SLIDE 43

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

Know Your Funding Sources

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SLIDE 44

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

  • I. Federal
  • HUD
  • DOT (new)
  • II. State
  • HCR (Consolidated Funding Application)
  • HFA
  • HHAC
  • OMH
  • III. City
  • HPD
  • HDC
  • EDC (commercial)
  • Private affordable housing funders (NYCAF, NYAHPF)
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SLIDE 45

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

What Makes Affordable Housing Affordable?

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SLIDE 46

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

  • Income restrictions
  • Population restrictions
  • Subsidized financially by a governmental entity
  • Regulated by a governmental authority
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SLIDE 47

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

Tax Credit Applications: Things to Consider

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SLIDE 48

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

  • Deciding between 9% and 4% Tax Credits
  • Deciding between which Agency to apply to
  • Legal Structure
  • Site Control Documentation
  • Regulatory Period
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SLIDE 49

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

  • Project Financing
  • Project Population
  • Tenant Ownership Option
  • Tax Abatement Documentation
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SLIDE 50

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

GH

Developing Your Project: Critical Factors

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SLIDE 51

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

  • What’s your project – Preservation vs. New Construction
  • Cost of acquisition
  • Community Support
  • Putting your Team together
  • Financial Capacity - Do you need to joint venture?
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SLIDE 52

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

  • Legal Structure – Are you going to use a HDFC?
  • Commercial Space, develop a clear game plan for the condo

process (if necessary)

  • Advocate early (and often) for your project with HPD & HDC

(“get in the queue”)

  • Negotiate the LOIs/ term sheets very carefully
  • Avoid lender/investor guaranty “creep”
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SLIDE 53

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

GH

  • Pay close attention to requirements of community facility (tax

exempt use?)

  • Make certain that all funding is in place at construction closing
  • Dissect the Operating Agreement/ LPA
  • If “substantially all the assets”, submit project early to

AG/Court

  • Maintain good communication and closing checklist
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SLIDE 54

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

  • Lease up, lease up, lease up
  • Certificate of Completion immediately after TCO
  • Stay on top of tax exemption applications
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SLIDE 55

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

Legal Structure

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SLIDE 56

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

Typical Tax Credit Legal Structure – Nominee Agreement/Joint Venture

Affordable Housing HDFC (Fee Owner) Affordable Housing LLC (Beneficial Owner) Affordable Housing Managers LLC (Managing Member) .01% interest Tax Credit Syndicator (Investor Member) 99.99% interest Affordable Housing HDFC (Member) 50% interest For-Profit (Member) 50% interest Sponsor Sole Member of HDFC

Syndicator (GP) Investors (LP)

Structure Benefits:

Exemption NYC Transfer Tax (NYC only) Exemption from Mortgage Recording Tax Eligible for Sales Tax Exemption Eligible for the following real estate tax exemptions: 420-c RPTL (NYC only) Article XI PHFL Article V PHFL 422 RPTL

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SLIDE 57

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

David A. Goldstein

Managing Member

44 Wall Street 12th Floor, New York, NY 10005 Telephone: 212.461.2338 Email: dgoldstein@goldsteinhall.com David A. Goldstein, the managing member of Goldstein Hall PLLC, has over 20 years of experience in the legal field, with expertise in affordable housing development, real estate finance, government affairs, general corporate/business law and litigation. In particular, Mr. Goldstein has extensive experience in negotiating joint ventures between not-for-profits and for- profit developers, as well as structuring complex affordable housing transactions. Many of these affordable housing transactions involve financing by federal, state and local agencies through the issuance of tax-exempt bonds and low-income housing tax credits. Additionally, Mr. Goldstein has experience representing limited equity cooperatives, HDFC co-ops and tenant associations in litigation and general corporate issues. Prior to entering private practice, Mr. Goldstein worked at Southern Tier Legal Services in Bath, New York and Queens Legal Services as a litigator representing tenants in eviction proceedings. While at Southern Tier Legal Services, Mr. Goldstein led the first independent study of the homeless population in Steuben County, New York.

  • Mr. Goldstein is the President of the Board of Directors of Groundswell Community Mural

Project, a local not-for-profit organization that uses art as a tool for social change by creating high quality works of public art in under-represented neighborhoods. Mr. Goldstein also serves as a member of Berkeley College's Paralegal Advisory Board. In Mr. Goldstein's spare time he is a practicing potter and was featured in the award-winning PBS documentary series Craft in America.

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SLIDE 58

44 Wall Street, 12th Floor, New York, NY 10005 ● P: 212.461.2338 ● www.goldsteinhall.com

GOLDSTEIN HALL PLLC 44 Wall Street New York, New York 10005 Tel: (212) 461-2338 Fax: (646) 219-2450 www.goldsteinhall.com