Affordable Housing

AGG's Affordable Housing Team is a recognized leader in the industry. Our team has planned, structured and closed affordable housing transactions involving tens of thousands of residential units and billions of dollars of project costs. While based in Georgia, we work on projects located throughout the country. We represent developers, tax credit equity investors, public housing authorities and other participants in a variety of housing and community development related matters. Our broad-based representation, the depth and breadth of our experience and our strategic relationships enable us to efficiently and effectively address our clients' needs, identify and resolve issues, and get transactions to closing and projects to completion.

Our team members are active participants, speakers and leaders in prominent industry organizations and events, including: Georgia Affordable Housing Coalition, Texas Affiliation of Affordable Housing Providers, ABA Forum on Affordable Housing & Community Development Law and Bisnow Multi-family & Affordable Housing.

Program Knowledge and Experience

Affordable housing depends upon subsidies to be viable and to thrive and survive. Knowledge and practical experience in the variety of federal, state and local programs available to finance a project, therefore, are essential. Our experience in the various programs and accompanying compliance requirements is one of the greatest assets that we bring to every transaction/project.

• Federal and State low income housing tax credit (“LIHTC”), new markets tax credit, and historic rehabilitation tax credit (“HRTC”) equity financing;

• Bond programs (private activity bonds, 501(c)(3) bonds and essential function bonds) along with various forms of credit enhancements;

• Debt and grants provided through local tax-increment financing (TIF) and Tax Allocation District (TAD) bonds;

• Fannie Mae and Freddie Mac permanent financing programs;

• FHA financing programs, including 202, 221(d)(4), 221(d)(3), 223(f), and 236;

• Public Housing programs, including HOPE VI Funds, Choice Communities Funds, Capital Funds and Replacement Housing Factor Funds;

• HUD’s Section 8 and Housing Choice Voucher rental assistance programs;

• Property Tax Exemptions, including Payment In Lieu of Taxes (PILOT) programs;

• Federal Home Loan Bank – Affordable Housing Program (AHP loans);

• Various USDA/RD programs, including Section 515 and 538 loans;

• Funding through the Tax Credit Assistance Program (TCAP) and the §1602 Tax Credit Exchange Programs enacted as part of The American Recovery and Reinvestment Act of 2009;

• Community Development Block Grant (CDBG); Neighborhood Stabilization Program (NSP), HOME, and other governmental funding sources;

• Compliance with the Fair Housing Act, Section 504 of the Rehabilitation Act, the Americans with Disabilities Act, Uniform Relocation Act and Davis Bacon Act.

Unique Perspective - Scope of Representation

AGG’s experience in representing developers, investors, public housing authorities and other participants in affordable housing transactions not only enables us to represent any party in a particular transaction, but also gives us a unique perspective in identifying and resolving issues and getting transactions closed.

Developer Representation

We assist our developer clients in all aspects of the development and financing process, including:

• Structuring, formation and organization of entities (including joint ventures between for-profit and non-profit entities);

• Drafting and negotiating options and purchase agreements for the acquisition of undeveloped land, existing projects and interests in partnerships/limited liability companies that own existing projects, and ultimately closing on such acquisitions;

• Performing property due diligence (title, survey, zoning, environmental);

• Providing structure and advice in regards to obtaining and qualifying for allocations of LIHTC and tax-exempt bond authority;

• Drafting and negotiating debt and equity financing documents;

• Related tax planning for all aspects of the transaction, including in particular the variety of issues and tax-structuring considerations associated with equity-financing subsidized through federal and state LIHTCs and HRTCs;

• Acquisitions and dispositions of portfolios of general partnership interests;

• Structuring and negotiating joint ventures, master developer agreements and other strategic alliances with public housing authorities.

Our developer clients range in size from one person shops to organizations with hundreds of employees. We have worked on all types of new construction and rehabilitation projects including: multi-family, single family, senior and special needs. Our clients include local, regional and national for profit and nonprofit developers. We have helped navigate our nonprofit clients through the unique challenges and constraints they face as a result of their tax-exempt status and have an awareness of the unique business and mission aspects of representing and joint venturing with nonprofit developers.

Representative transactions for our developer clients include the following:

• Representation of developer and owner in connection with acquisition of land and development of a new 110-unit multifamily project. The representation included negotiation of LIHTC investor documentation, as well as a conventional construction loan and a Fannie Mae permanent loan.

• Representation of non-profit and affiliates in connection with the acquisition and financing for the rehabilitation of a 300-unit housing facility for seniors, which was financed with a combination of LIHTC equity, FHA Section 221(d)(4) debt; TCAP financing from the state credit agency and a HOME loan from a city government.

• Representation of the developer and owner of a multi-phase redevelopment project. The project involves redevelopment of a former public housing site and surrounding property into a mixed-use community centered by several mixed-income housing components, having a total project cost of more than $100,000,000. The scope of the representation included negotiation of a public/private partnership between the developer and a public housing authority, acquisition of numerous parcels of land, addressing the environmental challenges presented by the parcels, negotiation of a ground leases, regulatory and financing documentation, and low-income housing tax credit equity investment documentation for multiple phases.

• Representation of purchaser in acquiring a portfolio of over 100 general partnership interests in partnerships owning projects located in numerous states and in various life-cycle stages ranging from the start to near the end of their 15-year LIHTC compliance period. Involved in all aspects of the transactions including due diligence review of all projects; negotiating consents from tax credit investors and lenders; and structuring unique acquisition financing package from with lender secured by general partnership interests.

• Representation of developer and owner in connection with the development and financing of 170-unit multifamily project, which was financed with multifamily housing revenue bonds, LIHTC equity, and other government subsidized loans. The bonds were sold in a private placement.

Tax Credit Investor Representation

We represent investors that make equity investments in owners of affordable housing projects that are intended to qualify for federal and state LIHTCs and HRTCs. Our clients include institutions that invest in projects on their own behalf, syndicators, and developers who “self-syndicate” interests in their own projects. Our representation of investor clients includes:

• Drafting and negotiating letters of intent/term sheets for equity investments;

• Due diligence review of projects to evaluate qualification for intended tax credits and other intended subsidies affecting project viability;

• Drafting and negotiating investment documents;

• Opinions as to federal and state income tax matters, including compliance with IRS Circular 230 Standards;

• Drafting investment fund offering documents and compliance with federal and state securities laws in issuing interests in investment funds;

• Tax planning for structuring offerings and dispositions of interests;

• Workout/restructuring of investments in existing projects, both with the developer/sponsor and with the syndicator/intermediary.

Public Housing Authority Representation

Our Affordable Housing team has significant experience in representing housing authorities in connection with various projects. Our representation of housing authorities includes:

• Drafting and negotiation of master development agreements for public/private partnership developments;

• Structuring joint venture and partnership arrangements between housing authorities and their private development partners;

• Drafting and negotiation of transaction documents required for mixed-finance, mixed-income transactions, including regulatory and operating agreements, loan documents and ground lease agreements;

• Counsel and advice in connection with related programmatic, procurement and reporting issues in connection with HOPE VI and other HUD programs;

• Representation of housing authority as a lender in joint venture transactions and in traditional lender/borrower transactions;

• Negotiation of intercreditor issues between the housing authority and other debt sources in a transaction;

• Coordination of approvals from HUD and other applicable agencies for housing authority transactions;

• Counsel and advice regarding a variety of asset management and loan management issues;

• Coordination and structuring of multiple public financing sources in a single transaction including HOPE VI funds, RHF funds, Capital funds, Operating funds, and MTW funds;

• Opinions to HUD;

• Review of equity and partnership documents in transactions where housing authority is involved; 

• Experience in assisting housing authorities in all types of mixed-finance transactions.