UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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).
Emerging growth company
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 29, 2022, America First Multifamily Investors, L.P. (the “Partnership”) filed an Amendment to the Certificate of Limited Partnership of the Partnership (the “Certificate Amendment”) with the Secretary of State of the State of Delaware to change the name of the Partnership to “Greystone Housing Impact Investors LP.” The change in the Partnership’s name does not require the approval of the holders of Partnership’s beneficial unit certificates representing assignments of limited partnership interests in the Partnership (“BUCs”). The Certificate Amendment and the attendant name change will become effective at 12:01 a.m. Eastern Time on December 5, 2022.
Item 8.01 Other Events.
As previously disclosed, the name change of the Partnership described in Item 5.03 above is being conducted in connection with the listing of the BUCs on the New York Stock Exchange (“NYSE”). The Partnership expects trading of the BUCs will commence on the NYSE under the symbol “GHI” at market open on December 5, 2022. As an update to previous disclosures, the CUSIP number for the BUCs will remain the same after the name change and listing on the NYSE. The BUCs will continue to be traded on the Nasdaq Global Select Market under the symbol “ATAX” until the listing on the NYSE commences.
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.
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 |
3.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. |
|
|
|
|
Date: |
November 30, 2022 |
By: |
/s/ Jesse A. Coury |
|
|
|
Printed: Jesse A. Coury |
STATE OF DELAWARE
AMENDMENT TO THE CERTIFICATE OF
LIMITED PARTNERSHIP
The undersigned, desiring to amend the Certificate of Limited Partnership of America First Multifamily Investors, L.P. (the “Limited Partnership”), pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership is America First Multifamily Investors, L.P.
SECOND: Article 1 of the Certificate of Limited Partnership shall be amended as follows:
THIRD: Article 3 of the Certificate of Limited Partnership shall be amended as follows:
FOURTH: Article 4 of the Certificate of Limited Partnership shall be amended as follows:
FIFTH: This Amendment to Certificate of Limited Partnership shall be effective as of 12:01 a.m. on December 5, 2022.
IN WITNESS WHEREOF, the undersigned, the sole general partner of the Limited Partnership, executed this Amendment to the Certificate of Limited Partnership on this 29th day of November, 2022.
|
America First Capital Associates Limited Partnership Two, General Partner |
|
|
|
By: Greystone AF Manager LLC, its General Partner |
|
|
|
By: /s/ Stephen Rosenberg |