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Secured Lines of Credit | 6 Months Ended
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Jun. 30, 2023
Secured Line Of Credit Facility [Member] |
Line of Credit Facility [Line Items] |
Secured Lines of Credit | 15. Secured Lines of Credit The following tables summarize the Partnership's secured lines of credit ("LOC" or "LOCs") as of June 30, 2023 and December 31, 2022:
Secured Lines of Credit |  | Outstanding as of June 30, 2023 |  |  | Total Commitment |  |  | Commitment Maturity |  | Variable / Fixed |  | Reset Frequency |  | Period End Rate |
BankUnited General LOC |  | $ | 6,500,000 |  |  | $ | 40,000,000 |  |  | July 2023 (1) |  | Variable (2) |  | Monthly |  |  | 8.50 | %
Bankers Trust Acquisition LOC |  |  | 6,000,000 |  |  |  | 50,000,000 |  |  | June 2024 (3) |  | Variable (4) |  | Monthly |  |  | 7.67 | %
|  | $ | 12,500,000 |  |  | $ | 90,000,000 |  |  |  |  |  |  |  |  |  |
(1) The General LOC contains two one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by BankUnited, N.A. (“BankUnited”) if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders. (2) The variable rate is equal to SOFR + 3.36%, subject to an all-in floor of 3.61%. (3) The Partnership has two one-year extension options subject to certain conditions and payment of a $25,000 extension fee for each extension. (4) The variable rate is equal to 2.50% plus a variable component based on the 1-month forward looking term Secured Overnight Financing Rate as published by CME Group Benchmark Administration Limited (“Term SOFR”).
Secured Lines of Credit |  | Outstanding as of December 31, 2022 |  |  | Total Commitment |  |  | Commitment Maturity |  | Variable / Fixed |  | Reset Frequency |  | Period End Rate |
BankUnited General LOC |  | $ | 6,500,000 |  |  | $ | 40,000,000 |  |  | June 2023 (1) |  | Variable (2) |  | Monthly |  |  | 7.42 | %
Bankers Trust Acquisition LOC |  |  | 49,000,000 |  |  |  | 50,000,000 |  |  | June 2024 (3) |  | Variable (4) |  | Monthly |  |  | 6.68 | %
|  | $ | 55,500,000 |  |  | $ | 90,000,000 |  |  |  |  |  |  |  |  |  |
(1) The General LOC contains two one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by BankUnited, N.A. (“BankUnited”) if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders. (2) The variable rate is equal to LIBOR + 3.25%, subject to an all-in floor of 3.50%. The secured credit agreement contains terms for selecting an alternative index if LIBOR is no longer available. (3) The Partnership has two one-year extension options subject to certain conditions and payment of a $25,000 extension fee. (4) The variable rate is equal to 2.50% plus a variable component based on the 1-month forward looking term Secured Overnight Financing Rate as published by CME Group Benchmark Administration Limited (“Term SOFR”). General LOC The Partnership has entered into a secured Credit Agreement (“Secured Credit Agreement”) of up to $40.0 million with BankUnited and Bankers Trust Company, and the sole lead arranger and administrative agent, BankUnited, for a general secured line of credit (the “General LOC”). The aggregate available commitment cannot exceed a borrowing base calculation, that is equal to 40% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of (i) the net book value of the Suites on Paseo MF Property, and (ii) 100% of the Partnership’s capital contributions to equity investments, subject to certain restrictions. The proceeds of the General LOC will be used by the Partnership to purchase additional investments and to meet general working capital and liquidity requirements. The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of the borrowing base. The General LOC is secured by first priority security interests in the Partnership’s Vantage investments, a mortgage and assignment of leases and rents of the Suites on Paseo MF Property, and a security interest in a bank account at BankUnited, in which the Partnership must maintain a balance of not less than $5.0 million. In addition, an affiliate of the Partnership, Greystone Select Incorporated (“Greystone Select”), has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement. Greystone Select is subject to certain covenants and was in compliance with such covenants as of June 30, 2023. No fees were paid to Greystone Select related to the deficiency guaranty agreement. The Partnership is subject to various affirmative and negative covenants under the Secured Credit Agreement that, among others, require the Partnership to maintain a minimum liquidity of not less than $5.0 million, maintain a minimum consolidated tangible net worth of $100.0 million, and to notify BankUnited if the Partnership’s consolidated net worth declines by (a) more than 20% from the immediately preceding quarter, or (b) more than 35% from the date at the end of two consecutive calendar quarters ending immediately thereafter. The Partnership was in compliance with all covenants as of June 30, 2023. In July 2023, the General LOC was amended which extended the maturity date to June 2025 (with two one-year extension options available); modified the borrowing base advance rate to 35%; removed the bank account at BankUnited from the collateral and removed the requirement for a minimum $5.0 million balance; added terms to allow for an increase in the maximum commitment to $60.0 million in total, subject to the identification of lenders to provide the additional commitment, the payment of certain fees, and other conditions; modified the interest rate to Term SOFR plus 3.50%; modified the minimum liquidity covenant to increase from the current $5.0 million requirement upon certain increases in the maximum commitment; increased the minimum consolidated tangible net worth to $200.0 million; and removed the financial covenant regarding changes in the Partnership’s consolidated net worth between certain periods. Acquisition LOC T he Partnership and Bankers Trust Company have entered into an amended and restated credit agreement for a secured non-operating line of credit (the “Acquisition LOC”) with a maximum commitment of up to $50.0 million. The Acquisition LOC may be used to fund purchases of multifamily real estate, tax-exempt or taxable MRBs, and tax-exempt or taxable loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (collectively, the “financed assets”). The financed assets acquired with the proceeds of the Acquisition LOC will be held in a custody account and the outstanding balances of the Acquisition LOC will be secured by a first priority interest in the financed assets and will be maintained in the custody account until released by Bankers Trust Company. Advances on the Acquisition LOC are due on the 270th day following the advance date but may be extended for up to three additional 90-day periods, but in no event later than the maturity date by providing Bankers Trust Company with a written request for such extension together with a principal payment of 5% of the principal amount of the original acquisition advance for the first such extension, 10% for the second such extension, and 20% for the third such extension. The Partnership is subject to various affirmative and negative covenants related to the Acquisition LOC, with the principal covenant being that the Partnership’s Leverage Ratio (as defined by the Partnership) will not exceed a specific percentage. The Partnership was in compliance with all covenants as of June 30, 2023.

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