Exhibit 10.1
PORTFOLIO PURCHASE AGREEMENT
THIS PORTFOLIO PURCHASE AGREEMENT (this “Agreement”), is dated and effective November 1, 2023, between GREYSTONE HOUSING IMPACT INVESTORS LP f/k/a America First Multifamily Investors, L.P., a Delaware limited partnership, as sponsor (the “Sponsor”), ATAX TEBS Holdings, LLC, a Delaware limited liability company (“Holdings”), ATAX TEBS II, LLC a Delaware limited liability company (“TEBS II”), ATAX TEBS III, LLC a Delaware limited liability company (“TEBS III”), ATAX TEBS IV, LLC a Delaware limited liability company (“TEBS IV” and together with TEBS II and TEBS III, the “Sellers”), and THE PUBLIC FINANCE AUTHORITY, a joint powers commission and a unit of government and body corporate and politic organized and existing under the laws of the State of Wisconsin (the “Purchaser”).
RECITALS
Sponsor is the sole owner of all of the membership interests in Holdings and will gain significant economic benefit from the consummation of the transactions set forth herein.
Holdings is the sole owner of all of the membership interests in each of the Sellers and will gain significant economic benefit from the consummation of the transactions set forth herein.
TEBS II is the owner of the Series M-031 securities set forth on Schedule I (the “M31 Assets”). TEBS III is the owner of the Series M-033 securities set forth on Schedule I (the “M33 Assets”). TEBS IV is the owner of the Series M-045 securities set forth on Schedule I (the “M45 Assets”).
The Sponsor, Holdings and Sellers desire that Sellers sell, assign, transfer and otherwise convey the Portfolio Assets to the Purchaser, and the Purchaser desires to purchase the Portfolio Assets from the Sellers, on the terms and conditions set forth in this Agreement.
The Purchaser intends to issue its Affordable Housing Multifamily Certificates Series 2023-1 Class B-1 Certificates and Series 2023-1 Class B-2 Certificates (collectively, the “Certificates”) that are payable solely from the payments received with respect to the Portfolio Assets and to deposit the Portfolio Assets with Wilmington Trust, National Association as trustee for the Purchaser (in such capacity, the “Trustee”), to provide security for the payment of the Certificates.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereto hereby agrees as follows:
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“Administration Agreement” means the Administration Agreement dated the date hereof by and among Greystone Housing Impact Investors LP, the Purchaser, and the Trustee.
“Affected Assets” means, with respect to TEBS II, the M31 Assets, with respect to TEBS III, the M33 Assets, and with respect to TEBS IV, the M45 Assets.
“Closing Date” means November 1, 2023.
“Indemnification Agreement” means the Indemnification Agreement dated the date hereof between the Sponsor, as indemnitor, and the Purchaser, on behalf of itself and the Authority Indemnified Parties, as indemnitees.
“Portfolio Purchase Price” means $82,000,497.
“Purchased Assets” has the meaning set forth in Section 2 of this Agreement.
“Transaction” means the purchase and sale of the Purchased Assets as set forth herein and all other transactions among the parties contemplated herein.
“Trust Agreement” means that certain Trust Agreement dated the Closing Date and entered into by the Trustee and the Purchaser.
“Trustee” means Wilmington Trust, National Association, as trustee under the Trust Agreement.
“UCC” means the Uniform Commercial Code as in effect in the relevant state from time to time.
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To the Purchaser: | Public Finance Authority Suite 900 22 East Mifflin Street Madison, Wisconsin 53703 Attention: Michael LaPierre and Scott Carper E-mail: mlapierre@pfauthority.org and scarper@pfauthority.org |
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To the Sponsor:
| Greystone Housing Impact Investors LP 14301 FNB Parkway Suite 211 Omaha, Nebraska 68154 Attention: Jesse A. Coury and Andy Grier Email: jesse.coury@greyco.com and andy.grier@greyco.com |
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with copies to: | Kutak Rock LLP 1650 Farnam Street Omaha, Nebraska 68130 Attention: Conal Hession Email: conal.hession@kutakrock.com |
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To Holdings: | ATAX TEBS Holdings, LLC c/o Greystone Housing Impact Investors LP |
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| 14301 FNB Parkway Suite 211 Omaha, Nebraska 68154 Attention: Jesse A. Coury and Andy Grier Email: jesse.coury@greyco.com and andy.grier@greyco.com |
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To TEBS II:
| ATAX TEBS II, LLC c/o Greystone Housing Impact Investors LP 14301 FNB Parkway Suite 211 Omaha, Nebraska 68154 Attention: Jesse A. Coury and Andy Grier Email: jesse.coury@greyco.com and andy.grier@greyco.com |
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To TEBS III:
| ATAX TEBS III, LLC c/o Greystone Housing Impact Investors LP 14301 FNB Parkway Suite 211 Omaha, Nebraska 68154 Attention: Jesse A. Coury and Andy Grier Email: jesse.coury@greyco.com and andy.grier@greyco.com |
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To TEBS IV: | ATAX TEBS IV, LLC c/o Greystone Housing Impact Investors LP 14301 FNB Parkway Suite 211 Omaha, Nebraska 68154 Attention: Jesse A. Coury and Andy Grier Email: jesse.coury@greyco.com and andy.grier@greyco.com |
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IN WITNESS WHEREOF, the Sellers, the Sponsor, and the Purchaser have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
GREYSTONE HOUSING IMPACT INVESTORS LP, as Sponsor
By: /s/ Jesse A. Coury
Name:Jesse A. Coury
Title: CFO
[Signature Page to Portfolio Purchase Agreement]
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ATAX TEBS HOLDINGS, LLC, Holdings
By:/s/ Jesse A. Coury
Name:Jesse A. Coury
Title:Chief Financial Officer
[Signature Page to Portfolio Purchase Agreement]
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ATAX TEBS II, LLC, as Seller 2
By:/s/ Jesse A. Coury
Name:Jesse A. Coury
Title:CFO
[Signature Page to Portfolio Purchase Agreement]
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ATAX TEBS III, LLC, as Seller 3
By:/s/ Jesse A. Coury
Name:Jesse A. Coury
Title:CFO
[Signature Page to Portfolio Purchase Agreement]
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ATAX TEBS IV, LLC, as Seller 4
By:/s/ Jesse A. Coury
Name:Jesse A. Coury
Title:CFO
[Signature Page to Portfolio Purchase Agreement]
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Public FINANCE AUTHORITY, as Purchaser
By:/s/ Ann Marie Austin
Name: Ann Marie Austin
Title: Assistant Secretary
[Signature Page to Portfolio Purchase Agreement]
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EXHIBIT A
[FORM OF PURCHASER’S COUNSEL OPINION]
[Signature Page to Portfolio Purchase Agreement]
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EXHIBIT B
[FORM OF Sponsor and SELLERS’ COUNSEL OPINION]
[Signature Page to Portfolio Purchase Agreement]
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EXHIBIT C
FORM OF SELLER’S CLOSING CERTIFICATE
Not Applicable
[Signature Page to Portfolio Purchase Agreement]
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EXHIBIT D
FORM OF Sponsor’S CLOSING CERTIFICATE
CLOSING CERTIFICATE OF GREYSTONE HOUSING IMPACT INVESTORS LP
Regarding
61,500,000 Public Finance Authority Class B-1 Certificates | 20,500,497 Public Finance Authority Class B-2 Certificates |
Greystone Housing Impact Investors LP, a Delaware limited partnership (“Greystone”), through an undersigned duly authorized officer, is providing this certificate on this November 1, 2023 (the “Closing Date”), in connection with its execution and delivery of the following documents (the “Sponsor Documents”):
All capitalized terms used herein, unless defined herein, have the same meaning as ascribed to such terms in the Trust Indenture.
(Closing Certificate of Greystone – Greystone 2023)
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Greystone hereby certifies that:
[Signature Page to Portfolio Purchase Agreement]
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[Reminder of Page Intentionally Left Blank]
[Signature Page to Portfolio Purchase Agreement]
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In Witness Whereof, Greystone has caused this instrument to be duly executed as of the date first set forth above.
GREYSTONE HOUSING IMPACT INVESTORS LP, a Delaware Limited Partnership
By:
Name:
Title:
(Signature Page - Closing Certificate of Greystone – Greystone 2023)
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EXHIBIT E
FORM OF PURCHASER’S CLOSING CERTIFICATE
Public Finance Affordable Housing Multifamily Certificates
$61,500,000 Series 2023-1 Class B-1
and
$20,500,497 Series 2023-1 Class B-2
(collectively, the “Certificates”)
ISSUER’S CLOSING CERTIFICATE
November 1, 2023
The undersigned Assistant Secretary of the Public Finance Authority (the “Authority”), a body corporate and politic of the State of Wisconsin created pursuant to the provisions of Sections 66.0301, 66.0303 and 66.0304 (in each case as amended) of the Wisconsin Statutes (the “Act”), hereby certifies as of the date of this Certificate in connection with the issuance of the above captioned Certificates that:
Name | Title |
William Kacvinsky | Chair |
Jerome Wehrle | Vice Chair |
Heidi Dombrowski | Treasurer |
Michael Gillespie | Secretary |
Del Twidt | Director |
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Brian Dehner | Director |
John West | Director |
Name | Title |
Mark D. O’Connell | Assistant Secretary |
Lynda Bradstreet | Assistant Secretary |
Michael Lamont | Assistant Secretary |
Ann Marie Austin | Assistant Secretary |
Amity A. Dias | Assistant Secretary |
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[SIGNATURE PAGE FOLLOWS]
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Dated as of the date first written above.
PUBLIC FINANCE AUTHORITY
By: /s/ Ann Marie Austin
Name: Ann Marie Austin
Title: Assistant Secretary
Signature Page to Issuer Closing Certificate