LIHTC Exit Strategies IPED February 21, 2008 Stephen D. Roger

2 Investor/Syndicator Y-15 Goals Now = Public Fund Investors, (PF) Future = Corporate Investors, (CI) – Close Funds soon after year 15 - Value is established. - PF=12+ IRR, Fund Op. costs high - CI = Losses w/o benefits – Maximize Residual Value… PF and CI – Minimize Exit Taxes.. CI – Responsible Transitions to new ownership… CI

3 Let Them Eat Cat Food live area (click control+g to view live area guides) all text, images, or artwork must appear within these guides always view guides when aligning elements

4 Status of Centerline Public Funds Fund Sold Under Contract Total Liberty I 77% 10% 87% Liberty II 85% 0% 85% Liberty III 71% 18% 89% Freedom 100% 0% Closed Patriot 86% 12% 98% Independence I 11% 14% 89% Since 2005, Capital Transactions team has sold 143 properties from the Public Fund portfolios, with an additional 24 under contract.

5 Tax Credit Property Sale issues – First generation properties, the economics go to the LP General Partners lack motivation to exit LP must drive the dispo process LP has more experience creating value LP has fiduciary obligation to create value – Partnership documents, regulatory agreements, financing documents often confusing or contradictory – Must do extensive analysis/research on options – It takes longer and is more difficult than you expect – QC process… Has changed the dispo landscape

6 Year 15 Exit Strategies – Operate as is…sale or refi LP out – Convert to market (pre 90..or QC) – Convert to Condominium – Recycle as 4% or 9% tax credit – Partner with non-profits

7 Year 15 Exit Strategies: QC Impact ? – Operate as is, sale or refinancing LP out. NO – Convert to market rental. YES – Convert to condominium. YES – Recycle as 4% or 9% tax credit deal. YES – Partner with non-profit to access NP benefits. NO

8 Qualified Contracts… Difficult to Use QC Formula: Outstanding debt; plus initial capital contribution; plus 4% return on capital, Less distributions Issues: Every state has different requirements Burden of document compilation … 15 years of Tax and Financials, loan & PA info. Expensive Process...Consultants, Broker, Appraiser, Mkt studies, A& E, Phase 1. Title. Did we start yet ? Start dates subjective. QC Formula = Fuzzy Math. Critical terms not defined Does a Qualified Contract = a Qualified Buyer ?

9 Decision to go to QC Value as Unrestricted Value as Restricted Property Value QC Price more than Unrestricted YES Restricted More than QC Price less than Unrestricted MAYBE QC Price less than Restricted NO

10 Operate As Is – Many affordable properties can compete with market w/o significant new capital – Pool of available tenants increases (students, etc), some restrictions may go away – Transition is seamless, no forced dislocation – May provide the highest return for $ spent – Strategy can be reversed

11 Convert to Market: pre 90 and Future w/QC + No development risks… permitting, approvals (NIMBY), major construction, income stream in place + 15 yrs of Operational history… leasing, rents, costs + Many financing programs still available for Multifamily, HUD insured, Fannie, Freddie - HUD permission, tenant notices, 3 yr, ROFR - Rents really higher ?, market deep enough? - Can you change market perception of the property (curb appeal, reputation)

12 Condo Conversion + Can be very profitable + Accomplishes goal of continued affordable housing + Local affordable home buyer programs help 1 st time HB grant up to $15,000 Up to 98% loan from HFA w/subsidized closing costs - Difficult to judge market acceptance - Significant time consuming legal issues - Uncertainty of current market cycle adds risk

13 Sell to or Partner with Non-Profits – Regulations encourage sales to nonprofits – Can provide solutions to tougher properties – Increased access to grants – Increased access to HUD programs – Real Estate Tax abatements – Tax efficient structures for debt forgiveness – Potential charitable deduction

14 Non Profit Recycle… using QC leverage Victoria Manor – 112 units elderly – 89 allocation, PIS 1992 – 9% Credits New Const. – Original Equity: $2.4M – Not for Profit Sponsor – City Soft =Affordable PO

15 Competing interests –Agency needs qualified buyer to preserve –QC Formula: Outstanding debt; plus initial capital contribution; plus 4% return on capital, Less distributions –QC calculated price = $5,760,000 –Appraised Mkt = $6,475,000 –LP Return...VS City housing needs… VS/GP mission

16 Framework for Compromise – Turn NP GP into qualified buyer = $600,000 for NP Note – LPs received QC value = $5,750,000 (less debt) – City received additional 50% units + extended use. – Other benefits: - Non Profit… no RE taxes = + $990,000 debt - HOME funds = $500,000 + City soft $3.1m - New Tax Credit Equity = $3,190,000 - Attractive Tax-exempt bond financing

17 Victoria Manor: Result SOURCES:USES: New Bond$3,217Acquisition Price$6,475 Deferred Dev Fee$300Soft Costs$625 Fed LIHTC - 4%$3,186Hard Costs$1,930 HOME Funds$500Developer's Fee$975 Agency Loan$3,107Reserves$305 TOTAL$10,310

18 Recycling with Tax Credits + Continued need for Affordable properties + Hot markets = incentives for Preservation + Most issues previously resolved..NIMBY, qualified tenants, financing –Analyze as both 4% and 9% –Emphasis on preservation varies by locality –Potential benefit of assuming soft loans –Getting the right partners – Local developer, lender, attorney, etc.critical

19 Resyndicate with 4% Credits Cutler Vista – Miami FL – 216 Units – PIS 1990 as 9% – New construction – Original Equity 5.1M

20 Resyndicate with 4% Credits Sources Uses New Bonds: 7,120Retire 1st3,440 SAIL: 2,500SAIL 2,500 TC Equity: 4,800LPs1,800 Total: 14,420SAIL Int. 760 Rehab 3,600 Soft/DF/Reserves 2,320 Total 14,420

21 Resyndication Issues –Public benefit – cost of preservation vs. build new –Sentiment against credits for extended use props. –Untangling restrictions and Rights of First Refusal –Qualified households Vs tenants in possession –Anti-churning rule (affiliated buyer) 10% rule –10 year hold rule –Aggressive buyers vs. Preservation resources

22 Helpful hints for Year 15 –Start early…Strategies should be decided in year 13, prepared in Y14, executed in Y15 –Analyze all possible strategies in light of the local market and capital markets –Many new financing programs and combinations available for preservation, but take time to implement –Know your regulatory agreements, partnership and loan agreements.. and approvals needed. –Pick the right local partner to help you execute your strategy –Patience Perseverance and Prozac