Item 1.01 Entry into a Material Definitive Agreement.
Series A-1 Preferred Units Exchange Agreement
On February 15, 2023, Greystone Housing Impact Investors LP (the “Partnership”) issued, under its existing “shelf” registration statement on Form S-4 (Reg. No. 333-255475), 700,000 Series A-1 Preferred Units representing limited partnership interests in the Partnership (the “Series A-1 Preferred Units”) to Pacific Premier Bank (the “Investor”) in exchange for 700,000 outstanding Series A Preferred Units representing limited partnership interests in the Partnership (the “Series A Preferred Units”) held of record by the Investor. There were no net proceeds to the Partnership as a result of the exchange transaction, and there was no cash consideration paid by the Partnership to the Investor in connection with the transaction.
The exchange transaction was effected pursuant to an Exchange Agreement entered into between the Partnership and the Investor dated as of February 15, 2023 (the “Exchange Agreement”). Upon the issuance of the Series A-1 Preferred Units to the Investor in accordance with the Exchange Agreement, all of the Investor’s rights under the Series A Preferred Units previously held by the Investor were extinguished, and the Investor now holds all of the rights and preferences, and is subject to all of the obligations, limitations, and restrictions under the terms and conditions of the Series A-1 Preferred Units. The exchange transaction closed on February 15, 2023.
Series A-1 Preferred Units Subscription Agreement
On February 15, 2023, the Partnership also issued, under its existing “shelf” registration statement on Form S-3 (Reg. No. 333-259203), 800,000 Series A-1 Preferred Units to the Investor, resulting in $8,000,000 in aggregate proceeds to the Partnership. The issuance of the Series A-1 Preferred Units was effected pursuant to a subscription agreement entered into between the Partnership and the Investor dated as of February 15, 2023 (the “Subscription Agreement”). The Partnership will use the proceeds received under the Subscription Agreement to acquire mortgage revenue bonds that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily, student housing, senior citizen and commercial properties. In addition, the Partnership will use the proceeds to acquire other allowable investments as provided for in the Partnership’s Second Amended and Restated Agreement of Limited Partnership dated as of December 5, 2022.
For a description of the preferences, rights, restrictions, and limitations of the Series A-1 Preferred Units, please see the section captioned “Description of the Series A-1 Preferred Units” set forth in the prospectus dated April 15, 2022 filed with the Securities and Exchange Commission, which is made a part of the Partnership’s Form S-3 (Reg. No. 333-259203). The Exchange Agreement and Subscription Agreement are collectively referred to herein as the “Agreements.”
The Agreements contain customary representations and warranties made by the Partnership with respect to matters such as organization, good standing, and qualification, authorization, valid issuance of securities, no consents, waivers, or conflicts, absence of proceedings, and validity and enforcement. The Agreements also contains customary representations and warranties made by the Investor with respect to matters such as investor information, investment intent, liquidity, no governmental approvals, availability of information, independent evaluation of exchange, sophistication of investor, no public market for securities, organization and authority and investor status, tax consequences of investment, anti-money laundering provisions, and no resale registration rights. Copies of the Agreements will be filed as exhibits to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022.