atax-8k_20190726.htm

Delaware	000-24843	47-0810385
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1004 Farnam Street, Suite 400, Omaha, Nebraska		68102
(Address of Principal Executive Offices)		(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Beneficial Unit Certificates representing assignments of limited partnership interests in America First Multifamily Investors, L.P.	ATAX	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On July 26, 2019, America First Multifamily Investors, L.P. (the “Partnership”) entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with Bankers Trust Company (“Bankers Trust”) which modifies certain provisions of the Credit Agreement executed between the Partnership and Bankers Trust on May 14, 2015 (as amended by the following amendments, the “Credit Agreement”), as amended by the First Amendment to Credit Agreement dated January 7, 2016 (the “First Amendment”), the Second Amendment to Credit Agreement dated February 10, 2016 (the “Second Amendment”), the Third Amendment to Credit Agreement dated November 14, 2016 (the “Third Amendment”), the Fourth Amendment to Credit Agreement dated May 22, 2017 (the “Fourth Amendment”), and the Fifth Amendment to Credit Agreement dated July 19, 2018 (the “Fifth Amendment”). In connection with the Sixth Amendment, the Partnership was required to pay Bankers Trust an extension fee in the amount of $100,000 and an administration fee of $25,000. The material amendment to the Credit Agreement included in the Sixth Amendment is that Section 2.1 was amended to extend the Maturity Date to June 30, 2021.

In connection with the Sixth Amendment, the Partnership also executed a new Revolving Line of Credit Note (the “Note”) payable to the order of Bankers Trust with a commitment amount of up to $50,000,000 dated July 26, 2019, which replaced in its entirety the Revolving Line of Credit Note dated July 19, 2018 made by the Partnership payable to the order of Bankers Trust (the “Prior Note”). The Note contains certain amendments to the Prior Note, as discussed below.

The interest rate provisions of the Note are the same as set forth in the Prior Note, with the following amendments. The Note now provides that in the event (i) the LIBOR rate is permanently or indefinitely unavailable or unascertainable, or ceases to be published by the LIBOR administrator or its successor, (ii) the LIBOR administrator or its successor invokes its insufficient admissions policy, (iii) the LIBOR rate is determined to be no longer representative by the regulatory supervisor of the administrator of LIBOR, (iv) the LIBOR rate can no longer be lawfully relied upon in contracts of this nature by one or both of the parties, or (v) the LIBOR rate does not accurately and fairly reflect the cost of making or maintaining the type of loans or advances under the Note and in any such case, such circumstances are unlikely to be temporary, then all references to the LIBOR rate in the Note will instead be to a replacement rate determined by Bankers Trust in its sole judgment, including any adjustment to the replacement rate to reflect a different credit spread, term, or other mathematical adjustment deemed necessary by Bankers Trust in its sole judgment. Bankers Trust will provide reasonable notice to the Partnership of any such replacement rate, which will be effective on the date of the earliest event set forth in clause (i)-(v) of this paragraph. Additionally, interest accrued on the Note is payable monthly on the first day of each month, commencing on August 1, 2019.

Finally, the Note will now mature and all outstanding principal and accrued and unpaid interest will be due and payable in full on June 30, 2021. Other than as described above, the material terms of the Note remain the same as those of the Prior Note.

The foregoing descriptions of the Sixth Amendment and Note are summaries and are qualified in their entirety by reference to the full text of the Sixth Amendment and Note, copies of which are attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

In addition, the full text of the Credit Agreement, which was attached as Exhibits 10.1, to the Current Report on Form 8-K filed by the Partnership with the Securities and Exchange Commission (“SEC”) on May 20, 2015; the First Amendment and associated waiver letter, copies of which were attached as Exhibits 10.1 and 10.2, respectively, to the Current Report on Form 8-K filed by the Partnership with the SEC on January 13, 2016; the Second Amendment, a copy which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on February 17, 2016; the Third Amendment, a copy which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on November 18, 2016; the Fourth Amendment, a copy which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on May 25, 2017; and the Fifth Amendment, a copy which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on July 20, 2018, are incorporated by reference herein.

On July 31, 2019, the Partnership issued a press release announcing the amendment to the Credit Agreement and the Note, a copy of which is attached as Exhibit 99.1.

Information contained in this Current Report on Form 8-K contains “forward-looking statements,” including but not limited to statements related to the Credit Agreement and Note, which are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, risks involving current maturities of our financing arrangements and our ability to renew or refinance such maturities, fluctuations in short-term interest rates, collateral valuations, bond investment valuations and overall economic and credit market conditions. For a further list and description of such risks, see the reports and other filings made by the Partnership with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2018. The Partnership disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

10.4		First Amendment to Credit Agreement dated January 7, 2016 between America First Multifamily Investors, L.P. and Bankers Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on January 13, 2016).
10.5		Waiver Letter dated January 7, 2016 (incorporated herein by reference to Exhibit 10.2 to Form 8-K (No. 000-24843), filed by the Partnership on January 13, 2016).
10.6		Second Amendment to Credit Agreement dated February 10, 2016 between America First Multifamily Investors, L.P. and Bankers Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on February 17, 2016).
10.7		Third Amendment to Credit Agreement dated November 14, 2016 between America First Multifamily Investors, L.P. and Bankers Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on November 18, 2016).
10.8		Fourth Amendment to Credit Agreement dated May 22, 2017 between America First Multifamily Investors, L.P. and Bankers Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on May 25, 2017).
10.9		Fifth Amendment to Credit Agreement dated July 19, 2018 between America First Multifamily Investors, L.P. and Bankers Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on July 20, 2018).
99.1		Press Release dated July 31, 2019.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERICA FIRST MULTIFAMILY INVESTORS, L. P.

Dated: July 31, 2019	By:	/s/ Craig S. Allen
		Printed: Craig S. Allen
		Title: Chief Financial Officer

Exhibit No.		Description
10.1		Sixth Amendment to Credit Agreement dated July 26, 2019 between America First Multifamily Investors, L.P. and Bankers Trust Company.
10.2		Revolving Line of Credit Note dated July 26, 2019 between America First Multifamily Investors, L.P. and Bankers Trust Company.
10.3		Credit Agreement dated May 14, 2015 between America First Multifamily Investors, L.P. and Bankers Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on May 20, 2015).