Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 4, 2022, the Board of Managers (the "Board") of Greystone AF Manager
LLC ("Greystone Manager"), which is the general partner of the general partner
of America First Multifamily Investors, L.P. (the "Partnership"), approved the
transfer of the listing of the Partnership's beneficial unit certificates
representing assignments of limited partnership interests in the Partnership
("BUCs") from the Nasdaq Global Select Market ("Nasdaq") to the New York Stock
Exchange (the "NYSE"). In addition, on November 7, 2022, the Partnership
announced that it intends to change its name to Greystone Housing Impact
Investors LP. The Partnership anticipates the name change will become effective
upon the approval of the listing of the BUCs on the NYSE. In connection with the
foregoing, on November 7, 2022, the Partnership filed an application for the
listing of the BUCs on the NYSE. The Partnership's BUCs are currently listed on
the Nasdaq under the trading symbol "ATAX." The Partnership currently expects
that the NYSE will act on the Partnership's application by the beginning of
December 2022. Upon the approval of its listing application, the Partnership
anticipates that the BUCs will commence trading on the NYSE under the trading
symbol "GHI."
In addition, on November 7, 2022, the Partnership provided written notice to the
Nasdaq that the Partnership intends to voluntarily transfer the listing of its
BUCs from the Nasdaq to the NYSE. The Partnership currently expects that listing
and trading of the BUCs on the Nasdaq will end at market close on December 2,
2022, and that trading will commence on the NYSE under the new name Greystone
Housing Impact Investors LP and the new trading symbol "GHI" on the following
business day, December 5, 2022. Until the transfer of the listing to the NYSE is
complete, the BUCs will continue to be traded on the Nasdaq under the symbol
"ATAX."
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As disclosed in Item 3.01 above, on November 7, 2022, the Partnership announced
that it intends to change its name to Greystone Housing Impact Investors LP,
with the name change expected to become effective upon the approval of the
listing of the BUCs on the NYSE. The change in the Partnership's name has been
approved by the Board of Greystone Manager and does not require the approval of
the Partnership's BUC holders. The name change will be effected through the
filing of a Certificate of Amendment to the Partnership's Certificate of Limited
Partnership with the Delaware Secretary of State, which filing is expected to be
made upon the approval of the listing of the BUCs on the NYSE. In connection
with the name change, the Partnership's BUCs will be assigned a new CUSIP number
as well. The name change will not affect the Partnership's outstanding BUCs or
the rights of the holders thereof, and BUC holders will not be required to
exchange currently outstanding BUCs certificates for new certificates.
Item 7.01 Regulation FD Disclosure.
On November 7, 2022, the Partnership issued a press release announcing the
intent to transfer the listing of the BUCs to the NYSE and its intent to change
the name of the Partnership, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated by reference herein.
On November 7, 2022, the Partnership also released and posted on its website
Frequently Asked Questions ("FAQs") in connection with the name change and the
listing of the BUCs on the NYSE, which are intended to be used primarily by the
Partnership's BUC holders. A copy of the FAQs are attached as Exhibit 99.2 to
this Current Report on Form 8-K and are incorporated by reference herein.
In accordance with General Instruction B.2 to Form 8-K, the information provided
under this Item 7.01 and the information attached to this Current Report on Form
8-K as Exhibits 99.1 and 99.2 shall be deemed to be "furnished" and shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of the general incorporation language of such filing, except as
expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements in this report are intended to be covered by the safe harbor
for "forward-looking statements" provided by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements generally can be identified
by use of statements that include, but are not limited to, phrases such as
"believe," "expect," "future," "anticipate," "intend," "plan," "foresee," "may,"
"should," "will," "estimates," "potential," "continue," or other similar words
or phrases. Similarly, statements that describe objectives, plans, or goals also
are forward-looking statements. Such forward-looking statements involve inherent
risks and uncertainties, many of which are difficult to predict and are
generally beyond the control of the Partnership. The Partnership cautions
readers that a number of important factors could cause actual results to differ
materially from those expressed in, implied, or projected by such
forward-looking statements. Risks and uncertainties include, but are not limited
to, those risks detailed in the Partnership's SEC filings (including but not
limited to, the Partnership's Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K). Readers are urged to consider these
factors carefully in evaluating the forward-looking statements.
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If any of these risks or uncertainties materializes or if any of the assumptions
underlying such forward-looking statements proves to be incorrect, the
developments and future events concerning the Partnership set forth in this
report may differ materially from those expressed or implied by these
forward-looking statements. You are cautioned not to place undue reliance on
these statements, which speak only as of the date of this document. We
anticipate that subsequent events and developments will cause our expectations
and beliefs to change. The Partnership assumes no obligation to update such
forward-looking statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated events, unless
obligated to do so under the federal securities laws.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated November 7, 2022.
99.2 Frequently Asked Questions: Name Change to Greystone Housing Impact
Investors LP dated November 7, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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