Series A-1 Preferred Units Subscription Agreement dated June 2, 2023
Exhibit 10.1
SUBSCRIPTION DOCUMENTS INSTRUCTIONS TO INVESTORS
AFTER YOU HAVE DECIDED TO SUBSCRIBE FOR AND PURCHASE THE SERIES A-1 PREFERRED UNITS, PLEASE OBSERVE THESE INSTRUCTIONS:
A. | Confidential Subscriber Questionnaire | Complete and sign two originals of the “Confidential Subscriber Questionnaire.” The purpose of the Confidential Subscriber Questionnaire is to provide certain information as to the status of a subscriber to enable the Partnership and the General Partner to determine whether to accept a subscription. It is understood that the information provided is confidential and will not be reviewed by anyone other than the Partnership, the General Partner, and its counsel. |
B. | Subscription Agreement | Complete and sign two originals of the “Subscription Agreement.” PLEASE READ THE SUBSCRIPTION AGREEMENT IN ITS ENTIRETY. IT CONTAINS VARIOUS STATEMENTS AND REPRESENTATIONS TO BE MADE BY SUBSCRIBERS, AS WELL AS ADDITIONAL INFORMATION ABOUT THE PARTNERSHIP. |
C. | Counterpart Signature Page to the Limited Partnership Agreement | Complete and sign two originals of the counterpart signature page to the Second Amended and Restated Agreement of Limited Partnership of Greystone Housing Impact Investors LP dated December 5, 2022. |
D. | Return of Subscription Materials | All of the foregoing documents must be delivered to:
Greystone Housing Impact Investors LP c/o c/o Greystone AF Manager LLC 14301 FNB Parkway, Suite 211 Omaha, Nebraska 68154 Attention: Jesse A. Coury, CFO
After receipt of all the foregoing completed documents, the General Partner will determine whether to accept the subscription. If the subscription is accepted, the General Partner will notify the prospective investor of the date by which the prospective investor will be required to transmit the amount of such investor’s subscription proceeds, together with instructions for making payment for the Series A-1 Preferred Units to be purchased. All payments must be made by wire transfer of immediately available funds. If a potential investor’s subscription is not accepted, the General Partner will notify such potential investor as soon as practicable. |
All information is to be typed or printed in ink. |
Subscription Instructions
Greystone Housing Impact Investors LP
(A Delaware Limited Partnership)
Series A-1 Preferred Units Representing Limited Partnership Interests SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is effective as of the date set forth on the signature page of the Subscription Acceptance hereof (the “Effective Date”), between the undersigned subscriber (the “Subscriber”), and Greystone Housing Impact Investors LP (formerly known as America First Multifamily Investors, L.P.), a Delaware limited partnership (the “Partnership”).
Recitals
WHEREAS, the Partnership is offering for sale 3,500,000 Series A-1 Preferred Units representing limited partnership interests of the Partnership (the “Series A-1 Preferred Units”) at a price of $10.00 per unit (the “Offering”), with a minimum investment requirement of $5,000,000 (500,000 Series A-1 Preferred Units) per subscriber, unless otherwise approved by the General Partner in its sole discretion; and
WHEREAS, the Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (“Commission”) a registration statement on Form S-3 (File No. 333-259203), covering the Series A-1 Preferred Units to be issued from time to time by the Partnership, which was declared effective by the Commission on September 9, 2021, and which was subsequently amended pursuant to a Post-Effective Amendment No. 1 filed by the Partnership on April 4, 2022 and declared effective by the Commission on April 13, 2022 (as so amended, the “Registration Statement”); and
WHEREAS, the Partnership has prepared a prospectus dated April 15, 2022, which was subsequently supplemented pursuant to a Prospectus Supplement filed by the Partnership with the Commission on December 8, 2022, specifically relating to the Series A-1 Preferred Units, which is included as part of the Registration Statement, pursuant to which the Series A-1 Preferred Units are being offered by the Partnership in the Offering, which prospectus may be further supplemented from time to time to add, update, or change information contained therein (the prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented from time to time by any prospectus supplement, in the form in which such prospectus and/or prospectus supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued free writing prospectus, is referred to herein as the “Prospectus”); and
WHEREAS, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Prospectus.
NOW, THEREFORE, in consideration of the promises made by the parties herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.
Agreement
Section 1. Subscription for Series A-1 Preferred Units. Subject to the terms and conditions of this Agreement, as of the Effective Date the Subscriber hereby subscribes for, and the Partnership agrees to issue to the Subscriber, that number of Series A-1 Preferred Units of the Partnership set forth on the Subscriber’s signature page hereto. The closing of the purchase and sale of the Series A-1 Preferred Units described herein shall occur at such time and location as the parties shall mutually agree (the “Closing”).
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Section 2. Closing Deliveries. At the Closing, the Subscriber shall deliver or cause to be delivered to the Partnership the aggregate amount of the Subscriber’s amount of subscription, as set forth on the Subscriber’s signature page hereto, by wire transfer of immediately available funds to the account as specified by the Partnership. Upon the Closing, the Partnership shall deliver or cause to be delivered to the Subscriber the originally executed: (i) Confidential Subscriber Questionnaire completed by the Subscriber and accompanying this Agreement (the “Confidential Subscriber Questionnaire”); (ii) this Agreement; (iii) counterpart signature page to the Partnership Agreement, as countersigned by the General Partner; and (iv) such other evidence of the Subscriber’s record ownership of the Series A-1 Preferred Units as may be reasonably requested by the Subscriber and mutually agreed to by the General Partner.
Section 3. Representations and Warranties. The Subscriber understands that the Partnership is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether to accept the Subscriber’s subscription for Series A-1 Preferred Units. Accordingly, the Subscriber hereby represents and warrants to the Partnership, and intends that the Partnership rely upon these representations and warranties for the purpose of establishing the acceptability of this Agreement, as follows:
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and in entering into this Agreement the Subscriber is not relying on any information other than the results of the Subscriber’s own independent investigation and due diligence. In this regard, the Subscriber has made its own inquiry and analysis (on its own or with the assistance of others) with respect to the Partnership and its business, the General Partner, the Series A-1 Preferred Units, the Partnership Agreement, and other material factors affecting the Series A-1 Preferred Units. Based on such information and analysis, the Subscriber has been able to make an informed decision to subscribe for the Series A-1 Preferred Units.
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with this investment, is a person or entity with which the Partnership would be prohibited from engaging in a transaction under the rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. No funds the Subscriber will use for the purchase of Series A-1 Preferred Units either now or for any future capital contributions, if any, were, and are not directly or indirectly derived from, activities that contravene U.S. federal, state, local, or international laws and regulations applicable to the Subscriber, including U.S. anti-money laundering laws and regulations. The Subscriber agrees to promptly notify the Partnership if any of the foregoing representations in this Section 3(l) cease to be true and accurate regarding the Subscriber. The Subscriber also agrees to provide the Partnership and the General Partner with any additional information regarding the Subscriber that the Partnership or General Partner deems necessary or convenient to ensure compliance with the foregoing representations. The Subscriber understands and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering or similar activities, the Partnership may undertake appropriate actions to ensure compliance with applicable laws or regulations, including, but not limited to, segregation and/or redemption of the Subscriber’s investment in the Series A-1 Preferred Units. The Subscriber further understands that the Partnership may release confidential information about the Subscriber and, if applicable, any underlying beneficial owners of the Subscriber, to the proper authorities if the General Partner, in its sole discretion, determines that it is in the best interests of the Partnership in light of the foregoing described anti-money laundering rules.
Section 4. Other Covenants.
Section 5. Amendments. Neither this Agreement nor any term hereof may be amended, changed, or waived without the prior written consent of all the parties hereto.
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Section 6. Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which taken together shall constitute one and the same Agreement, it being understood that the parties need not sign the same counterpart. In the event that any signature on this Agreement or any instrument pursuant to Section 5 hereof is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a legally valid and binding obligation of the executing party (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page was an original thereof.
Section 7. Entire Agreement. This Agreement and the Confidential Subscriber Questionnaire contain the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties with respect to their subject matter.
Section 8. Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction.
Section 9. WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, EACH PARTY HEREBY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY, AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
Section 10. Miscellaneous. This Agreement is not transferable or assignable by the Subscriber without the prior written consent of the Partnership. All notices or other communications to be given or made hereunder to the Subscriber shall be in writing and may be hand delivered or sent by fax, certified or registered mail, postage prepaid, e-mail, or by a private overnight delivery service to the Subscriber’s address set forth below. The headings herein are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except as set forth in Section 4(b) of this Agreement. The representations, warranties, and covenants contained herein shall survive the Closing and the delivery of the Series A-1 Preferred Units.
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IN WITNESS WHEREOF, the parties have executed this Subscription Agreement to be effective as of the Effective Date set forth below on the Subscription Acceptance.
Subscriber:
Name of Subscriber: PNC Community Development Company, LLC
Address of Subscriber: 1900 East Ninth Street, Suite 3400, Cleveland, OH 44114
Signature of Authorized Signatory: /s/ David M. Eddy
Name and Title of Authorized Signatory: David M. Eddy, Vice President
Number of Series A-1 Preferred Units Subscribed For: 1,000,000
In no event shall the total number of shares subscribed for by the Subscriber herein, or 1,000,000 units, exceed thirty percent (30%) of the total number of Series A-1 Preferred Units subject to this offering of 3,500,000 units, or 1,050,000 units.
Aggregate Amount of Subscription: $10,000,000
Date Signed by Subscriber: 6/2/2023
Selection of Designated Target Region:
The Subscriber indicated above hereby selects the following as the Designated Target Region for the Subscriber’s investment:
Complete One:
The State of .
The multi-state region including .
The metropolitan area of Houston-The Woodlands Sugarland TX MSA 26420.
The entire United States.
The Subscriber also may specify the amount of the Subscriber’s investment proceeds to be allocated to one or more of the following Specified CRA Assets:
The Subscriber may also request an allocation of capital to specific investments already within the portfolio. Such requests to be allocated as according to the “CRA Credit Allocation Methodology” set forth in the Prospectus and subject to confirmation by the General Partner.
Property Name | State | Allocation Request Amount |
Concord at Gulf Gate Apartments 7120 Village Way Houston, TX 77087 | TX | $10,000,000 |
By signing this Agreement, the Subscriber acknowledges reading and agrees to the provisions set forth in the section captioned “CRA Credit Allocation Methodology” of the Prospectus. The Subscriber acknowledges that the General Partner provides no guarantee that the Subscriber will receive CRA credit for its investment in the Series A-1 Preferred Units.
SUBSCRIPTION ACCEPTANCE
This Agreement is accepted as of June 2, 2023, which shall be the Effective Date of the subscription described in this Agreement.
Greystone Housing Impact Investors LP
By: /s/ Kenneth C. Rogozinski
Kenneth C. Rogozinski, Chief Executive Officer
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