Debt Financing

6 Months Ended

Jun. 30, 2025

Debt Financing [Abstract]

Debt Financing

13. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of June 30, 2025 and December 31, 2024:

		Outstanding Debt Financings as of June 30, 2025, 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
M33 TEBS		$	27,777,244	$	2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS			197,449,782		5,000	2034	Fixed	Yes	N/A	N/A	4.39%
Subtotal/Weighed Average Period End Rate			225,227,026								4.25%
2024 PFA Securitization Transaction		$	57,664,618	$	238,000	2039	Fixed	Yes	N/A	N/A	4.90%
TEBS Residual Financing		$	46,964,773	$	24,000	2034	Fixed	Yes	N/A	N/A	7.16%
TOB Trust Securitizations
Mizuho Capital Markets:
SoLa Impact Opportunity Zone Fund		$	27,166,774	(3)		2025	Variable	No	4.60%	1.78%	6.38%
The Park at Sondrio - Series 2022A			30,448,634	(3)		2028	Variable	Yes	2.20%	1.43%	3.63%
The Park at Vietti - Series 2022A			21,563,349	(3)		2028	Variable	Yes	2.20%	1.43%	3.63%
Residency at the Entrepreneur MRBs			34,060,000	(3)		2028	Variable	Yes	2.20%	1.45%	3.65%
Residency at Empire MRBs			55,957,517	(3)		2028	Variable	Yes	2.20%	1.42%	3.62%
The Ivy Apartments			24,371,451	(3)		2028	Variable	Yes	2.20%	1.44%	3.64%
Windsor Shores Apartments			17,215,470	(3)		2028	Variable	Yes	2.20%	1.44%	3.64%
Village at Hanford Square			7,785,765	(3)		2026	Variable	Yes	2.20%	1.44%	3.64%
MaryAlice Circle Apartments			4,706,554	(3)		2026	Variable	Yes	2.20%	1.44%	3.64%
Meadow Valley			31,809,692	(3)		2026	Variable	Yes	2.20%	1.44%	3.64%
Sandy Creek Apartments GIL			9,652,373	(3)		2026	Variable	Yes	2.20%	1.44%	3.64%
40rty on Colony			4,455,339	(3)		2026	Variable	Yes	2.20%	1.44%	3.64%
Residency at the Mayer MRBs			33,810,615	(3)		2026	Variable	Yes	2.20%	1.19%	3.39%
The Safford			34,317,172	(3)		2026	Variable	Yes	2.20%	1.44%	3.64%
Avistar at Wood Hollow - Series A			32,034,380	(3)		2027	Variable	Yes	2.20%	1.44%	3.64%
Live 929			53,092,000	(3)		2027	Variable	Yes	2.20%	1.18%	3.38%
Woodington Gardens - Series A-1			24,859,061	(3)		2027	Variable	Yes	2.20%	1.44%	3.64%
Aventine Apartments			7,568,422	(3)		2027	Variable	Yes	2.20%	1.44%	3.64%
Avistar at Copperfield - Series A			11,161,070	(3)		2027	Variable	Yes	2.20%	1.68%	3.88%
Avistar at Wilcrest - Series A			4,226,069	(3)		2027	Variable	Yes	2.20%	1.68%	3.88%
Trust 2024-XF3219	(4)		45,896,842	(3)		2027	Variable	No	4.60%	1.79%	6.39%
The Centurion Foundation			5,056,246	(3)		2027	Variable	No	4.60%	1.79%	6.39%
Avistar at the Crest - Series A			7,193,735	(3)		2027	Variable	Yes	2.20%	1.44%	3.64%
Avistar on the Blvd - Series A			11,979,150	(3)		2027	Variable	Yes	2.20%	1.44%	3.64%
Avistar on the Hills - Series A			3,976,640	(3)		2027	Variable	Yes	2.20%	1.44%	3.64%
Avistar at the Oaks - Series A			5,824,089	(3)		2027	Variable	Yes	2.20%	1.44%	3.64%
Avistar in 09 - Series A			5,024,523	(3)		2027	Variable	Yes	2.20%	1.44%	3.64%
Agape Helotes - Series A-1			4,406,127	(3)		2028	Variable	Yes	2.20%	1.44%	3.64%
Agape Helotes - Series B			4,346,600	(3)		2028	Variable	Yes	2.20%	2.04%	4.24%
Barclays Capital Inc.:
Trust 2021-XF2953	(5)		30,073,022		-	2026	Variable	No	4.45%	1.27%	5.72%
Poppy Grove I GIL			32,688,957		-	2026	Variable	Yes	4.10%	1.25%	5.35%
Poppy Grove II GIL			19,228,548		-	2026	Variable	Yes	4.10%	1.25%	5.35%
Poppy Grove III GIL			35,836,957		-	2026	Variable	Yes	4.10%	1.25%	5.35%
Village Point			18,391,580		-	2026	Variable	Yes	4.10%	1.61%	5.71%
Subtotal/Weighed Average Period End Rate			700,184,723								4.28%
Total		$	1,030,041,140

(1)The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the debt 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)The Partnership has restricted cash totaling approximately $9.8 million related to its ISDA master agreement with Mizuho based on Mizuho’s valuations of the underlying assets and the Partnership’s derivative financial instruments.

(4)The TOB trust is securitized by three MRBs and nine taxable MRBs.

(5)The TOB trust is securitized by the Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GILs.

		Outstanding Debt Financings as of December 31, 2024, 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
M33 TEBS		$	28,153,143	$	2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS			207,487,593		5,000	2034	Fixed	Yes	N/A	N/A	4.39%
Subtotal/Weighed Average Period End Rate			235,640,736								4.25%
2024 PFA Securitization Transaction		$	72,928,607	$	499,000	2039	Fixed	Yes	N/A	N/A	4.90%
TEBS Residual Financing		$	51,574,033	$	265,000	2034	Fixed	Yes	N/A	N/A	7.16%
TOB Trust Securitizations
Mizuho Capital Markets:
SoLa Impact Opportunity Zone Fund		$	23,353,548	(3)		2025	Variable	No	4.60%	1.78%	6.38%
The Park at Sondrio - Series 2022A			30,439,932	(3)		2025	Variable	Yes	3.94%	1.43%	5.37%
The Park at Vietti - Series 2022A			21,556,510	(3)		2025	Variable	Yes	3.94%	1.43%	5.37%
Residency at the Entrepreneur MRBs			34,060,000	(3)		2025	Variable	Yes	3.94%	1.45%	5.39%
Legacy Commons at Signal Hills GIL			31,155,000	(3)		2025	Variable	Yes	3.94%	0.91%	4.85%
Osprey Village GIL			49,475,000	(3)		2025	Variable	Yes	3.94%	1.19%	5.13%
Residency at Empire MRBs			42,456,840	(3)		2026	Variable	Yes	3.94%	1.42%	5.36%
The Ivy Apartments			24,364,083	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Windsor Shores Apartments			17,209,991	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Village at Hanford Square			7,777,224	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
MaryAlice Circle Apartments			4,698,486	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Meadow Valley			30,709,433	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
40rty on Colony			4,450,508	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Sandy Creek Apartments GIL			9,640,533	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Residency at the Mayer MRBs			33,806,861	(3)		2026	Variable	Yes	3.94%	1.19%	5.13%
The Safford			29,772,042	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Avistar at Wood Hollow - Series A			32,254,020	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Live 929			53,092,000	(3)		2027	Variable	Yes	3.94%	1.18%	5.12%
Woodington Gardens - Series A-1			24,841,650	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Aventine Apartments			7,560,184	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar at Copperfield - Series A			11,232,828	(3)		2027	Variable	Yes	3.94%	1.68%	5.62%
Avistar at Wilcrest - Series A			4,255,827	(3)		2027	Variable	Yes	3.94%	1.68%	5.62%
Trust 2024-XF3219	(4)		46,436,706	(3)		2027	Variable	No	4.60%	1.79%	6.39%
The Centurion Foundation			5,051,557	(3)		2027	Variable	No	4.60%	1.79%	6.39%
Avistar at the Crest - Series A			7,240,898	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar on the Blvd - Series A			12,060,628	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar on the Hills - Series A			4,001,672	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar at the Oaks - Series A			5,858,331	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar in 09 - Series A			5,053,972	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Barclays Capital Inc.:
Trust 2021-XF2953	(5)		28,254,089		-	2025	Variable	No	4.45%	1.27%	5.72%
Poppy Grove I GIL			28,545,470		-	2025	Variable	Yes	4.05%	1.25%	5.30%
Poppy Grove II GIL			17,231,470		-	2025	Variable	Yes	4.05%	1.25%	5.30%
Poppy Grove III GIL			26,838,470		-	2025	Variable	Yes	4.05%	1.25%	5.30%
Village Point			18,394,018		-	2025	Variable	Yes	4.05%	1.61%	5.66%
Subtotal/Weighed Average Period End Rate			733,129,781								5.43%
Total		$	1,093,273,157

(1)The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the debt 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)The Partnership has restricted cash totaling approximately $15.8 million related to its ISDA master agreement with Mizuho based on Mizuho’s valuations of the underlying assets and the Partnership’s derivative financial instruments.

(4)The TOB trust is securitized by three MRBs, nine taxable MRBs, and one property loan.

(5)The TOB trust is securitized by the Willow Place GIL & Supplemental GIL, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.

The TOBs, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction are consolidated VIEs of the Partnership (Note 3). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction 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, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction in Notes 4, 5, 6 and 9, respectively.

As the residual interest holder in the TOBs, term TOB, and TEBS Financings, 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.

As the residual interest holder in the TEBS Residual Financing and 2024 PFA Securitization Transaction, the Partnership may make certain payments or contribute certain assets to the VIE to prevent a default under the arrangement or related credit enhancement. If the Partnership does not or is unable to cure the default, the default and liquidation provisions will be invoked and the underlying assets will be sold, which may result in the Partnership’s residual interest not being recovered.

The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trusts with Mizuho and Barclays are subject to respective ISDA master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the Partnership's residual interests must maintain a certain value in relation to the 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 a national securities exchange. 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 June 30, 2025.

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. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 15) in relation to thresholds set by Mizuho and Barclays at the initiation of each transaction. The Partnership had posted approximately $9.8 million and $15.8 million of cash collateral with Mizuho as of June 30, 2025 and December 31, 2024, respectively. There was no required cash collateral posted with Barclays as of June 30, 2025 or December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Partnership posted restricted cash as contractually required under the terms of the TEBS Financings.

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 Six Months of 2025

New Debt Financings:

The following is a summary of the new TOB trust financings that were entered into during the six months ended June 30, 2025:

TOB Trust Securitization	Initial TOB Trust Financing		Stated Maturity	Interest Rate Type	Tax-Exempt Interest on Senior Securities	Facility Fees
Agape Helotes - Series A-1	$	4,435,000	June 2028	Variable	Yes	1.44%
Agape Helotes - Series B		4,410,000	June 2028	Variable	Yes	2.04%
Total TOB Trust Financings	$	8,845,000

In February 2025, the Partnership deposited the re-allocated GIL principal of Poppy Grove I, Poppy Grove II, and Poppy Grove III (Note 5) into the TOB financing Trust 2021-XF2953 and received debt financing proceeds of approximately $10.2 million. The proceeds were used to paydown debt associated with the Poppy Grove I, Poppy Grove II, and Poppy Grove III taxable GILs that were also within the TOB financing Trust 2021-XF2953.

In March 2025, the Partnership transferred the re-allocated GIL principal of Poppy Grove I, Poppy Grove II, and Poppy Grove III (Note 5) from TOB financing Trust 2021-XF2953 to the respective Poppy Grove I GIL, Poppy Grove II GIL, and Poppy Grove III GIL TOB Trust financings for proceeds of $10.2 million.

Redemptions:

The following is a summary of the debt financing principal payments made in connection with the repayment of underlying assets during the six months ended June 30, 2025:

Debt Financing	Debt Facility	Month	Principal Paydown Applied
Trust 2024-XF3219 - Sandy Creek Taxable Loan	TOB Trust	January 2025	$	5,795,000
Osprey Village GIL	TOB Trust	January 2025		49,475,000
Trust 2021-XF2953 - Willow Place Apartments GIL	TOB Trust	January 2025		16,535,000
Trust 2021-XF2953 - Willow Place Apartments Supplemental GIL	TOB Trust	January 2025		1,200,000
Trust 2021-XF2953 - Poppy Grove I GIL	TOB Trust	March 2025		4,160,000
Trust 2021-XF2953 - Poppy Grove II GIL	TOB Trust	March 2025		1,440,000
Trust 2021-XF2953 - Poppy Grove III GIL	TOB Trust	March 2025		4,560,000
SoLa Impact Opportunity Zone Fund property loan	TOB Trust	March 2025		390,000
Trust 2024-XF3219 - Sandy Creek Taxable Loan	TOB Trust	April 2025		455,000
Legacy Commons at Signal Hills GIL	TOB Trust	May 2025		31,155,000
Companion at Thornhill Apartments MRB	M45 TEBS Financing	June 2025		8,842,510
Companion at Thornhill Apartments MRB	TEBS Residual Financing	June 2025		1,560,443
The Palms at Premier Park Apartments MRB	2024 PFA Securitization Transaction	June 2025		14,797,642
The Palms at Premier Park Apartments MRB	TEBS Residual Financing	June 2025		2,645,871
			$	143,011,466

Refinancing Activity:

In February 2025, the Partnership executed an extension of the maturity dates of The Park at Vietti - Series 2022A, The Park at Sondrio - Series 2022A, Residency at Empire MRBs, Windsor Shores Apartments, The Ivy Apartments, and Residency at the Entrepreneur MRBs TOB trust financings to January 2028. There were no additional changes to terms or fees associated with the extensions.

The Partnership executed three-month extensions of the maturity dates of the Barclays TOB financings of Trust 2021-XF2953, Poppy Grove I GIL, Poppy Grove II GIL, Poppy Grove III GIL, and Village Point to April 2026. There were no additional changes to terms or fees associated with the extensions.

Activity in the First Six Months of 2024

New Debt Financings:

The following is a summary of the new TOB trust financings that were entered into during the six months ended June 30, 2024:

TOB Trusts Securitization	Initial TOB Trust Financing		Stated Maturity	Interest Rate Type	Tax-Exempt Interest on Senior Securities	Facility Fees
Southpark MRB	$	9,840,000	June 2024	Variable	Yes	1.44%
Trust 2024-XF3219		21,795,000	February 2027	Variable	No	1.79%
Woodington Gardens - Series A-1		24,920,000	April 2027	Variable	Yes	1.44%
Aventine Apartments		7,600,000	June 2027	Variable	Yes	1.44%
Total TOB Trust Financings	$	64,155,000

In March 2024, the Partnership deposited the Residency at the Mayer - Series M MRB into the existing TOB Trust 2022-XF3059 and received additional debt financing proceeds of approximately $9.5 million.

In April 2024, the Partnership deposited the Woodington Gardens - Series A-2 taxable MRB into the existing TOB Trust 2024-XF3219 and received additional debt financing proceeds of approximately $2.1 million.

In June 2024, the Partnership deposited the Residency at Empire - Series BB-4 MRB into the existing TOB Trust 2023-XF3077 and received additional debt financing proceeds of approximately $3.2 million.

In June 2024, the Partnership deposited the Residency at the Entrepreneur - Series J-4 MRB into the existing TOB Trust 2024-XF3219 and received additional debt financing proceeds of approximately $3.1 million.

Redemptions:

The following is a summary of the debt financing principal payments made in connection with the repayment of underlying assets during the six months ended June 30, 2024:

Debt Financing	Debt Facility	Month	Principal Paydown Applied
Hope on Avalon GIL	TOB Trust	January 2024	$	18,712,000
Trust 2021-XF2926 - Hope on Avalon taxable GIL	TOB Trust	January 2024		9,515,000
Trust 2021-XF2939 - Osprey Village property loan	TOB Trust	February 2024		12,365,000
Trust 2021-XF2939 - Osprey Village Supplemental property loan	TOB Trust	February 2024		3,795,000
Trust 2021-XF2953 - Willow Place property loan	TOB Trust	February 2024		15,080,000
Trust 2021-XF2926 - Legacy Commons at Signal Hills property loan	TOB Trust	February 2024		28,985,000
Trust 2021-XF2939 - Residency at the Mayer Series A-T	TOB Trust	March 2024		9,480,000
SoLa Impact Opportunity Zone Fund	TOB Trust	March 2024		350,000
			$	98,282,000

Refinancing Activity:

In April 2024, the maturity date of the Partnership’s Term TOB financing associated with the Village at Avalon MRB was extended to May 2025 and the interest rate increased to 6.33%.

In June 2024, the Partnership executed an extension of the maturity dates of the Montecito at Williams Ranch - Series A, Vineyard Gardens - Series A, Avistar at Copperfield - Series A, Avistar at Wilcrest - Series A, and Jackson Manor Apartments TOB trust financings to July 2027. There were no additional changes to terms or fees associated with the extensions.

The Partnership executed three-month extensions of the maturity dates of the Barclays TOB financings of Trust 2021-XF2953, Poppy Grove I GIL, Poppy Grove II GIL, Poppy Grove III GIL, and Village Point to April 2025. There were no additional changes to terms or fees associated with the extensions.

Future Maturities

The Partnership’s contractual maturities of borrowings as of June 30, 2025 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:

Remainder of 2025	$	206,531,286
2026		154,734,044
2027		193,792,408
2028		163,878,221
2029		10,014,116
Thereafter		305,694,923
Total		1,034,644,998
Unamortized deferred financing costs and debt premium		(4,603,858	)
Total debt financing, net	$	1,030,041,140