A MuniMae Company

General Partner Changes During the Compliance Period:

The Investor and Seller’s View

Presented By Michael H. Gladstone, Esq.

November 20, 2008

, Inc.

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Two Categories

1. Defensive

2. Market

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Defensive---Problems with the Property or General Partner

• Investor Exercises or Threatens to Exercise Removal Right

• Protect Tax Credits and Asset

• As Syndicator we don’t want to be GP

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Market Transaction

• 15 Years is a long time (LIHTC rules mandate GP sale & not property sale)

• Change in Business or Focus• Take Advantage of Strong Market• New GP may be able to mine additional

opportunities (PM, Dev)• As Syndicator we don’t want to be a Long

Term GP

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What is the Syndicator Looking For? Our Primary Concern is the Tax Credits

• Experience and Reputation (local?) No more 3 A.M. Calls

• Financial Resources• Commitment (Guarantees)• Reliability to Close• Special Needs (Non-Profit, PM,

Construction, Turnaround)

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What Else is the Syndicator Looking For?

• Opportunity (“Tag Along?”; bulk up GP Interest)

• Exit Strategy– New World– Waterfall

• Fix Tax Issues• Leverage Issues (new debt) • Reimburse Costs• Capital Needs? • Strengthen Removal Rights (test drive)

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Other Considerations

• Lender Approvals– Environmental– Key Principal

• State Agency

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Remember: Get to Us Early in the Process