XML 36 R26.htm IDEA: XBRL DOCUMENT v3.23.3
Debt Financing
 9 Months Ended
Sep. 30, 2023
Debt Financing [Abstract]  
Debt Financing

16. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of September 30, 2023 and December 31, 2022:

 

 

Outstanding Debt Financings
as of September 30, 2023, net

 

 

Restricted
Cash

 

 

Stated
Maturities

 

Interest Rate Type

 

Tax-Exempt Interest on Senior Securities (1)

 

Remarketing Senior
Securities Rate (2)

 

Facility Fees

 

Period End
Rates

 

TEBS Financings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M31 TEBS

(3)

$

67,011,465

 

 

$

4,999

 

 

2024

 

Variable

 

Yes

 

4.01%

 

1.29%

 

5.30%

 

M24 TEBS

 

 

7,382,024

 

 

 

4,000

 

 

2027

 

Fixed

 

Yes

 

N/A

 

N/A

 

3.05%

 

M33 TEBS

 

 

29,044,165

 

 

 

2,606

 

 

2030

 

Fixed

 

Yes

 

N/A

 

N/A

 

3.24%

 

M45 TEBS

 

 

210,318,056

 

 

 

5,000

 

 

2034

 

Fixed

 

Yes

 

N/A

 

N/A

 

4.39%

 

Subtotal/Weighed Average Period End Rate

 

 

313,755,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.45%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Notes

 

$

102,241,411

 

 

$

30,750,804

 

 

2025

 

Variable

 

No

 

N/A

 

N/A

 

14.57%

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOB Trust Securitizations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mizuho Capital Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust 2020-XF2908

(5)

$

12,028,595

 

 

(6)

 

 

2024

 

Variable

 

No

 

5.59%

 

0.90%

 

6.49%

 

Hope on Avalon GIL

 

 

18,710,658

 

 

(6)

 

 

2024

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

Jackson Manor Apartments

 

 

5,865,000

 

 

(6)

 

 

2024

 

Variable

 

Yes

 

4.35%

 

1.29%

 

5.64%

 

Trust 2021-XF2926

(7)

 

38,490,093

 

 

(6)

 

 

2024

 

Variable

 

No

 

5.59%

 

0.90%

 

6.49%

 

Trust 2021-XF2939

(8)

 

14,207,660

 

 

(6)

 

 

2024

 

Variable

 

No

 

5.59%

 

1.17%

 

6.76%

 

SoLa Impact Opportunity Zone Fund

 

 

23,713,751

 

 

(6)

 

 

2024

 

Variable

 

No

 

5.59%

 

1.78%

 

7.37%

 

Scharbauer Flats GIL

 

 

36,000,000

 

 

(6)

 

 

2024

 

Variable

 

Yes

 

4.35%

 

0.91%

 

5.26%

 

Residency at the Mayer - Series A

 

 

24,335,000

 

 

(6)

 

 

2024

 

Variable

 

Yes

 

4.35%

 

1.19%

 

5.54%

 

Montevista - Series A

 

 

5,628,159

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

1.28%

 

5.63%

 

Montecito at Williams Ranch - Series A

 

 

6,827,952

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.24%

 

1.18%

 

5.42%

 

Vineyard Gardens - Series A

 

 

3,593,385

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

1.18%

 

5.53%

 

The Park at Sondrio - Series 2022A

 

 

30,385,295

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

1.43%

 

5.78%

 

The Park at Vietti - Series 2022A

 

 

21,513,570

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

1.43%

 

5.78%

 

Avistar at Copperfield - Series A

 

 

11,403,649

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

1.68%

 

6.03%

 

Avistar at Wilcrest - Series A

 

 

4,315,648

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

1.68%

 

6.03%

 

Residency at the Entrepreneur MRBs

 

 

18,320,000

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

1.45%

 

5.80%

 

Legacy Commons at Signal Hills GIL

 

 

31,155,000

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

0.91%

 

5.26%

 

Osprey Village GIL

 

 

49,475,000

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

4.35%

 

1.19%

 

5.54%

 

Residency at Empire MRBs

 

 

15,205,430

 

 

(6)

 

 

2026

 

Variable

 

Yes

 

4.35%

 

1.42%

 

5.77%

 

The Ivy Apartments

 

 

24,314,842

 

 

(6)

 

 

2026

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

Windsor Shores Apartments

 

 

17,169,861

 

 

(6)

 

 

2026

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

Village at Hanford Square

 

 

7,747,138

 

 

(6)

 

 

2026

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

MaryAlice Circle Apartments

 

 

4,678,317

 

 

(6)

 

 

2026

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

Meadow Valley

 

 

12,191,285

 

 

(6)

 

 

2026

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

40rty on Colony

 

 

4,420,720

 

 

(6)

 

 

2026

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

Sandy Creek Apartments GIL

 

 

9,611,238

 

 

(6)

 

 

2026

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

Avistar at Wood Hollow - Series A

 

 

32,778,120

 

 

(6)

 

 

2027

 

Variable

 

Yes

 

4.35%

 

1.44%

 

5.79%

 

Live 929

 

 

53,092,000

 

 

(6)

 

 

2027

 

Variable

 

Yes

 

4.35%

 

1.18%

 

5.53%

 

Barclays Capital Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust 2021-XF2953

(9)

 

64,773,510

 

 

 

-

 

 

2024

 

Variable

 

No

 

5.45%

 

1.27%

 

6.72%

 

Poppy Grove I GIL

 

 

13,869,232

 

 

 

-

 

 

2024

 

Variable

 

Yes

 

5.10%

 

1.25%

 

6.35%

 

Poppy Grove II GIL

 

 

6,825,232

 

 

 

-

 

 

2024

 

Variable

 

Yes

 

5.10%

 

1.25%

 

6.35%

 

Poppy Grove III GIL

 

 

11,632,232

 

 

 

-

 

 

2024

 

Variable

 

Yes

 

5.10%

 

1.25%

 

6.35%

 

Village Point

 

 

18,370,842

 

 

 

-

 

 

2024

 

Variable

 

Yes

 

5.13%

 

1.61%

 

6.74%

 

Subtotal/Weighed Average Period End Rate

 

 

652,648,414

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.96%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term TOB Trust Securitizations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Morgan Stanley:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Village at Avalon

 

$

12,763,972

 

 

 

-

 

 

2024

 

Fixed

 

Yes

 

N/A

 

N/A

 

1.98%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt Financings

 

$

1,081,409,507

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
(1)
The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the trust financing. Debt financings designated as “tax-exempt” in the table above are such that the Partnership expects and believes the interest on the senior securities is exempt from federal income taxes, which typically requires a lower remarketing rate to place the senior securities at each weekly reset.
(2)
The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.
(3)
Facility fees have a variable component. The stated maturity date in July 2024 is the expiration of the liquidity commitment rate from Freddie Mac. On that date, Freddie Mac will either extend the liquidity commitment, reset the liquidity commitment fee rate, or require the conversion to a fixed rate mode at a rate dependent on market conditions on that date. Freddie Mac cannot require redemption of the outstanding Class A Certificates on that date. The Partnership also has the right to terminate the facility and obtain alternative debt financing.
(4)
The Secured Notes have a stated rate of 9.25% plus SOFR which resets monthly. The Partnership has entered into a total return swap transaction with the Secured Notes as the reference security and a notional amount totaling the outstanding principal on the Secured Notes. The total return swap effectively nets down the interest rate on the Secured Notes. Considering the effect of the total return swap, the effective net interest rate of the Secured Notes is 9.32% as of September 30, 2023. See Note 18 for further information on the total return swap.
(5)
The TOB trust is securitized by the Scharbauer Flats Apartments property loan.
(6)
The Partnership has restricted cash totaling approximately $17.0 million related to its total net position with Mizuho Capital Markets.
(7)
The TOB trust is securitized by the Legacy Commons at Signal Hills property loan and the Hope on Avalon taxable GIL.
(8)
The TOB trust is securitized by the Residency at the Mayer taxable MRB and Osprey Village property loan.
(9)
The TOB trust is securitized by the Willow Place GIL and property loan, Lutheran Gardens MRB, Magnolia Heights GIL and property loan, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.

 

 

 

Outstanding Debt Financings
as of December 31, 2022, net

 

 

Restricted
Cash

 

 

Stated
Maturities

 

Interest Rate Type

 

Tax-Exempt Interest on Senior Securities (1)

 

Remarketing Senior
Securities Rate (2)

 

Facility Fees

 

Period End
Rates

 

TEBS Financings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M31 TEBS (3)

 

$

75,570,121

 

 

$

4,999

 

 

2024

 

Variable

 

Yes

 

3.69%

 

1.55%

 

5.24%

 

M24 TEBS

 

 

7,489,619

 

 

 

204,000

 

 

2027

 

Fixed

 

Yes

 

N/A

 

N/A

 

3.05%

 

M33 TEBS

 

 

29,549,954

 

 

 

2,606

 

 

2030

 

Fixed

 

Yes

 

N/A

 

N/A

 

3.24%

 

M45 TEBS (4)

 

 

211,914,923

 

 

 

5,000

 

 

2034

 

Fixed

 

Yes

 

N/A

 

N/A

 

3.82%

 

Subtotal/Weighed Average Period End Rate

 

 

324,524,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.08%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Notes

 

$

102,488,160

 

 

 

35,979,743

 

 

2025

 

Variable

 

No

 

N/A

 

N/A

 

13.05% (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOB Trust Securitizations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mizuho Capital Markets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montevista - Series A

 

$

5,650,044

 

 

(6)

 

 

2023

 

Variable

 

Yes

 

3.86%

 

1.27%

 

5.13%

 

Trust 2020-XF2908 (7)

 

 

43,472,232

 

 

(6)

 

 

2023

 

Variable

 

No

 

4.57%

 

0.89%

 

5.46%

 

Hope on Avalon GIL

 

 

18,695,484

 

 

(6)

 

 

2023

 

Variable

 

Yes

 

3.86%

 

1.44%

 

5.30%

 

Hope on Broadway GIL

 

 

9,670,809

 

 

(6)

 

 

2023

 

Variable

 

Yes

 

3.86%

 

1.44%

 

5.30%

 

Ocotillo Springs - Series A

 

 

9,978,639

 

 

(6)

 

 

2023

 

Variable

 

Yes

 

3.86%

 

0.91%

 

4.77%

 

Jackson Manor Apartments

 

 

5,859,141

 

 

(6)

 

 

2023

 

Variable

 

Yes

 

3.88%

 

1.29%

 

5.17%

 

Trust 2021-XF2926 (8)

 

 

70,402,736

 

 

(6)

 

 

2024

 

Variable

 

No

 

4.57%

 

0.89%

 

5.46%

 

Trust 2021-XF2939 (9)

 

 

7,341,558

 

 

(6)

 

 

2024

 

Variable

 

No

 

4.57%

 

1.16%

 

5.73%

 

Scharbauer Flats GIL

 

 

36,000,000

 

 

(6)

 

 

2024

 

Variable

 

Yes

 

3.88%

 

0.91%

 

4.79%

 

Oasis at Twin Lakes GIL

 

 

30,600,000

 

 

(6)

 

 

2024

 

Variable

 

Yes

 

3.88%

 

0.91%

 

4.79%

 

Centennial Crossing GIL

 

 

29,772,000

 

 

(6)

 

 

2024

 

Variable

 

Yes

 

3.88%

 

0.91%

 

4.79%

 

Residency at the Mayer - Series A

 

 

21,450,000

 

 

(6)

 

 

2024

 

Variable

 

Yes

 

3.86%

 

1.19%

 

5.05%

 

Montecito at Williams Ranch - Series A

 

 

6,872,074

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

3.62%

 

1.17%

 

4.79%

 

Vineyard Gardens - Series A

 

 

3,592,692

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

3.67%

 

1.17%

 

4.84%

 

The Park at Sondrio - Series 2022A

 

 

30,354,275

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

3.88%

 

1.43%

 

5.31%

 

The Park at Vietti - Series 2022A

 

 

21,489,569

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

3.88%

 

1.43%

 

5.31%

 

Avistar at Copperfield - Series A

 

 

11,501,641

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

3.80%

 

1.67%

 

5.47%

 

Avistar at Wilcrest - Series A

 

 

4,350,640

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

3.88%

 

1.67%

 

5.55%

 

Residency at the Entrepreneur MRBs

 

 

16,513,817

 

 

(6)

 

 

2025

 

Variable

 

No

 

4.57%

 

1.18%

 

5.75%

 

Legacy Commons at Signal Hills & Hilltop at Signal Hills GILs

 

 

53,160,000

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

3.88%

 

0.91%

 

4.79%

 

Osprey Village GIL

 

 

32,905,000

 

 

(6)

 

 

2025

 

Variable

 

Yes

 

3.88%

 

1.19%

 

5.07%

 

Avistar at Wood Hollow - Series A

 

 

33,092,580

 

 

(6)

 

 

2027

 

Variable

 

Yes

 

3.88%

 

1.44%

 

5.32%

 

Live 929

 

 

53,092,000

 

 

(6)

 

 

2027

 

Variable

 

Yes

 

3.88%

 

1.18%

 

5.06%

 

Barclays Capital Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust 2021-XF2953 (10)

 

 

46,548,777

 

 

 

-

 

 

2023

 

Variable

 

No

 

4.42%

 

1.27%

 

5.69%

 

Poppy Grove I GIL

 

 

6,258,486

 

 

 

-

 

 

2023

 

Variable

 

Yes

 

3.81%

 

1.25%

 

5.06%

 

Poppy Grove II GIL

 

 

3,614,486

 

 

 

-

 

 

2023

 

Variable

 

Yes

 

3.81%

 

1.25%

 

5.06%

 

Poppy Grove III GIL

 

 

6,821,486

 

 

 

-

 

 

2023

 

Variable

 

Yes

 

3.81%

 

1.25%

 

5.06%

 

Subtotal/Weighed Average Period End Rate

 

 

619,060,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.19%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term TOB Trust Securitizations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Morgan Stanley:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Village at Avalon

 

$

12,831,009

 

 

 

-

 

 

2024

 

Fixed

 

Yes

 

N/A

 

N/A

 

1.98%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt Financings

 

$

1,058,903,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
(1)
The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the trust financing. Debt financings designated as “tax-exempt” in the table above are such that the Partnership expects and believes the interest on the senior securities is exempt from federal income taxes, which typically requires a lower remarketing rate to place the senior securities at each weekly reset.
(2)
The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.
(3)
Facility fees have a variable component.
(4)
The M45 TEBS has an initial interest rate of 3.82% through July 31, 2023. From August 1, 2023 through the stated maturity date, the interest rate is 4.39%. These rates are inclusive of credit enhancement fees payable to Freddie Mac.
(5)
The Secured Notes have a stated rate of 9.25% plus SOFR which resets monthly. The Partnership has entered into a total return swap transaction with the Secured Notes as the reference security and a notional amount totaling the outstanding principal on the Secured Notes. The total return swap effectively nets down the interest
rate on the Secured Notes. Considering the effect of the total return swap, the effective net interest rate of the Secured Notes is 7.80% as of December 31, 2022. See Note 18 for further information on the total return swap.
(6)
The Partnership has restricted cash totaling approximately $38,000 related to its total net position with Mizuho Capital Markets.
(7)
The TOB trust is securitized by the Scharbauer Flats Apartments and Centennial Crossings property loans.
(8)
The TOB trust is securitized by the Legacy Commons at Signal Hills property loan, Hilltop at Signal Hills property loan, Hope on Avalon
taxable GIL, and the Oasis at Twin Lakes property loan.
(9)
The TOB trust is securitized by the Residency at the Mayer taxable MRB, Ocotillo Springs taxable MRB, and Osprey Village property loan.
(10)
The TOB trust is securitized by the Willow Place GIL and property loan, Lutheran Gardens MRB, Magnolia Heights GIL and property loan, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.

The TOB, Term TOB and TEBS financing arrangements are consolidated VIEs of the Partnership (Note 5). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, Term TOB and TEBS financings on the Partnership's condensed consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GILs securitized within the TOB, Term TOB and TEBS financings in Notes 6, 7, 8 and 12, respectively. As the residual interest holder in the arrangements, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities, or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the Partnership may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The shortfall on each TEBS financing is limited to the Partnership’s residual interest. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.

The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trusts and Secured Notes with Mizuho and the TOB trusts with Barclays are subject to respective master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the Partnership's residual interests in each TOB trust maintain a certain value in relation to total assets in each TOB trust. The Mizuho and Barclays master agreements also require the Partnership's partners' capital, as defined, to maintain a certain threshold and that the Partnership remain listed on the NYSE. The master agreement with Barclays also puts limits on the Partnership's Leverage Ratio (as defined by the Partnership). In addition, both Mizuho and Barclays master agreements specify that default(s) on the Partnership’s other senior debts above a specified dollar amount, in the aggregate, will constitute a default under the master agreement. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered. The Partnership was in compliance with these covenants as of September 30, 2023.

The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreements with Mizuho and Barclays related to the TOB Trusts and Secured Notes. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 18) in relation to thresholds set by Mizuho and Barclays at the initiation of each transaction. As of September 30, 2023, the Partnership had posted approximately $17.0 million of cash collateral with Mizuho. There were no requirements to post collateral with Barclays as of September 30, 2023.

As of September 30, 2023 and December 31, 2022, the Partnership posted restricted cash as contractually required under the terms of the four TEBS financings. In addition, the Partnership has entered into an interest rate cap agreement to mitigate its exposure to interest rate fluctuations on the variable-rate M31 TEBS financing (Note 18). As of September 30, 2023 and December 31, 2022, the restricted cash associated with the Secured Notes is collateral posted with Mizuho according to the terms the total return swap that has the Secured Notes as the reference security (Note 18).

The Term TOB trust financing with Morgan Stanley is subject to a Trust Agreement and other related agreements that contain covenants with which the Partnership or the underlying MRB are required to comply. The underlying property must maintain certain occupancy and debt service covenants. A termination event will occur if the Partnership’s net assets, as defined, decrease by 25% in one quarter or 35% over one year. The covenants also require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a nationally recognized stock exchange. If the underlying property or the Partnership, as applicable, is out of compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with these covenants as of September 30, 2023.

The Partnership’s variable rate debt financing arrangements include maximum interest rate provisions that prevent the debt service on the debt financings from exceeding the cash flows from the underlying securitized assets.

Activity in the First Nine Months of 2023

New Debt Financings:

The following is a summary of the new TOB trust financings that were entered into during the nine months ended September 30, 2023:

 

TOB Trusts Securitization

 

Initial TOB
Trust Financing

 

 

Stated Maturity

 

Interest Rate Type

 

Tax-Exempt Interest on Senior Securities

 

Facility Fees

Residency at Empire MRB

 

$

14,400,000

 

 

January 2026

 

Variable

 

Yes

 

1.42%

Windsor Shores MRB

 

 

17,236,000

 

 

January 2026

 

Variable

 

Yes

 

1.44%

SoLa Impact Opportunity Zone Fund

 

 

27,300,000

 

 

December 2024

 

Variable

 

No

 

1.78%

The Ivy Apartments MRB

 

 

24,400,000

 

 

February 2026

 

Variable

 

Yes

 

1.44%

Village at Hanford Square MRB

 

 

7,800,000

 

 

May 2026

 

Variable

 

Yes

 

1.44%

MaryAlice Circle MRB

 

 

4,720,000

 

 

May 2026

 

Variable

 

Yes

 

1.44%

Meadow Valley MRB

 

 

8,606,000

 

 

June 2026

 

Variable

 

Yes

 

1.44%

Village Point MRB

 

 

18,400,000

 

 

June 2024

 

Variable

 

Yes

 

1.61%

40rty on Colony MRB

 

 

4,465,000

 

 

July 2026

 

Variable

 

Yes

 

1.44%

Sandy Creek Apartments GIL

 

 

9,680,000

 

 

September 2026

 

Variable

 

Yes

 

1.44%

Total TOB Trust Financings

 

$

137,007,000

 

 

 

 

 

 

 

 

 

Redemptions:

The following is a summary of the debt financing principal payments made in connection with the redemption, conversion or sale of underlying assets during the nine months ended September 30, 2023:

Debt Financing

 

Debt Facility

 

Month

 

Paydown Applied

 

Greens of Pine Glen

 

M31 TEBS

 

February 2023

 

$

7,579,000

 

Oasis at Twin Lakes GIL

 

TOB Trust

 

June 2023

 

 

30,600,000

 

Trust 2021-XF2926 - Oasis at Twin Lakes property loan

 

TOB Trust

 

June 2023

 

 

21,600,000

 

Ocotillo Springs - Series A

 

TOB Trust

 

July 2023

 

 

9,980,000

 

Trust 2021-XF2939 - Ocotillo Springs

 

TOB Trust

 

July 2023

 

 

5,770,000

 

Hope on Broadway GIL

 

TOB Trust

 

July 2023

 

 

9,682,000

 

Hilltop at Signal Hills GIL

 

TOB Trust

 

August2023

 

 

22,005,000

 

Trust 2021-XF2926 - Hilltop at Signal Hills property loan

 

TOB Trust

 

August2023

 

 

19,055,000

 

Centennial Crossings GIL

 

TOB Trust

 

September 2023

 

 

29,772,000

 

Trust 2020-XF2908 - Centennial Crossings property loan

 

TOB Trust

 

September 2023

 

 

15,780,000

 

 

 

 

 

 

 

$

171,823,000

 

Refinancing Activity:

The Partnership executed three-month extensions of the maturity date of Barclays credit facilities Trust 2021-XF2953, Poppy Grove I GIL, Poppy Grove II GIL, and Poppy Grove III GIL in January 2023, April 2023 and July 2023. The Partnership executed a one-month extension of the maturity date of Barclays credit facility Village Point in July 2023. There were no additional changes to terms or fees associated with the extensions.

In February 2023, the Partnership made certain structural modifications to the TOB trust financing for Residency at the Entrepreneur MRBs. The only material changes associated with the modifications were the interest on senior securities changed from taxable to tax-exempt and the deleveraging of approximately $800,000 of debt financings. The structural modifications required cash settlement of the initial TOB trust financings and receipt of cash proceeds from the new TOB trust financings. The cash settlements and proceeds are reported on a gross basis in the cash flows from financing activities section of the consolidated statements of cash flows. Deferred financing costs of approximately $584,000 were written off in connection with the modifications.

In May 2023, the Partnership extended the Montevista - Series A TOB trust financing maturity date from December 2023 to December 2025. There were no additional changes to terms or fees associated with the extension of the TOB trust financing.

In July 2023, the Partnership extended the Hope on Avalon GIL TOB trust financing maturity date from August 2023 to February 2024. There were no additional changes to terms or fees associated with the extension of the TOB trust financing.

In August 2023, the Partnership extended the 2020-XF2908 TOB trust financing maturity date from September 2023 to January 2024. There were no additional changes to terms or fees associated with the extension of the TOB trust financing.

In September 2023, the Partnership extended the Jackson Manor Apartments TOB trust financing maturity date from September 2023 to September 2024. There were no additional changes to terms or fees associated with the extension of the TOB trust financing.

Activity in the First Nine Months of 2022

New Debt Financings:

The following is a summary of the new TOB trust financings that were entered into during the nine months ended September 30, 2022:

 

TOB Trusts Securitization

 

Initial TOB
Trust Financing

 

 

Stated Maturity

 

Interest Rate Type

 

Tax-Exempt Interest on Senior Securities

 

Facility Fees

Residency at the Entrepreneur MRBs and taxable MRB

 

 

14,000,000

 

April 2025

Variable

No

1.18%

Live 929 Series 2022A MRB (1)

 

 

53,092,000

 

September 2027

Variable

Yes

1.18%

Total TOB Trust Financings

 

$

67,092,000

 

 

 

 

 

 

 

 

 
(1)
The TOB Trust financing associated with the Live 929 Apartments MRB and taxable MRB was originated in January 2022 and subsequently redeemed in September 2022. The Live 929 Apartments Series 2022A MRB was securitized into a new TOB Trust financing in September 2022. The Live 929 Apartments Series 2022B taxable MRB was removed from the original TOB trust financing and was not leveraged in a debt financing facility as of September 30, 2022. The termination of the original TOB Trust financing was treated as an extinguishment for accounting purposes and the Partnership expensed approximately $508,000 of deferred financings costs.

 

In July 2022, the Partnership deposited the Magnolia Heights GIL and property loan into the existing TOB Trust 2021-XF2953 financing and received additional debt financing proceeds of approximately $12.6 million.

Redemptions:

The following is a summary of the debt trust financings that were repaid in connection with the redemption or sale of underlying assets during the nine months ended September 30, 2022:

Debt Financing

 

Debt Facility

 

Month

 

Paydown Applied

 

Live 929 Apartments - 2014 Series A

 

TOB Trust

 

January 2022

 

$

31,565,000

 

Ohio Properties - Series A

 

M24 TEBS

 

March 2022

 

 

13,544,000

 

Bridle Ridge

 

M24 TEBS

 

April 2022

 

 

7,100,000

 

Gateway Village

 

TOB Trust

 

May 2022

 

 

2,183,000

 

Lynnhaven Apartments

 

TOB Trust

 

May 2022

 

 

2,896,000

 

Cross Creek

 

M24 TEBS

 

September 2022

 

 

6,900,000

 

 

 

 

 

 

 

$

64,188,000

 

Future Maturities

The Partnership’s contractual maturities of borrowings as of September 30, 2023 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:

Remainder of 2023

 

$

1,743,224

 

2024

 

 

379,913,151

 

2025

 

 

288,056,249

 

2026

 

 

100,019,863

 

2027

 

 

88,258,325

 

Thereafter

 

 

225,691,694

 

Total

 

 

1,083,682,506

 

Unamortized deferred financing costs and debt premium

 

 

(2,272,999

)

Total debt financing, net

 

$

1,081,409,507