Tax Credit Property Disposition: A New Generation of Rights, Obligations and Opportunities Through Year 15 and Beyond

October 11 & 12, 2007
Seaport Hotel
Boston, MA

Who should attend  |  Why you should attend  |   Speakers Agenda  |  Price  |   Instructional Information Things to See and Do in Boston   |  Hotel Info Registration Info  |  Accreditation  |   Brochure   |   Sponsors

Sponsored in part by:

Who Should Attend

• Experienced developers, syndicators and others involved in the ownership and operation of housing tax credit properties who seek proven strategies to maximize profits and avoid common pitfalls
• Investors, lenders, property managers and others in the housing financing community looking for a comprehensive overview of the most critical business, tax and regulatory issues affecting the long-term viability of today's tax credit properties
• State and local housing agency staff interested in keeping current on recent trends relating to the ownership, operation and asset management of tax credit properties
• Real estate and tax attorneys, accountants and other professional advisors to the tax credit community who need the latest business, tax and accounting information to help owners maximize opportunities and mitigate risks during the various stages of a tax credit property's lifecycle

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Why You Should Attend

In 1986, the Low-Income Housing Tax Credit (LIHTC) program was born through the federal Tax Reform Act as a way to provide an alternative financing method for low-incoming housing and encourage the investment of private capital in the development of affordable rental properties. To receive LIHTC benefits, owners of qualifying rental properties had to comply with low-income occupancy requirements for a minimum of 15 years. In 1989, the LIHTC program changed its compliance requirements to a minimum of 30 years for any property receiving tax credit allocation in 1990 or thereafter.

While on the surface these requirements might seem straightforward, the complex challenges that are inherent to low-income housing properties require a comprehensive understanding of applicable business, legal and accounting issues.

This conference will examine the obstacles and opportunities associated with the disposition of LIHTC properties and interests in such properties, and discuss solutions to the most serious problems facing owners and potential purchasers of tax credit properties. Relevant topics to be discussed will include Year 15; qualified contracts; options and rights of first refusal; portfolio assessment; the market for property disposition at Year 15 and before; and the market for general partner transfers during the compliance period.

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The Speakers

Robert H. Adkins, Esq. [ bio ]
Partner
Nixon Peabody LLP
Boston, MA

Katherine M. Alitz
Vice President
Dispositions
Boston Capital Corporation
Boston, MA

Kevin Day
Vice President, Affordable Housing Group
Centerline Capital Group
New York, NY

James F. Duffy, Esq. ** [ bio ]
Partner
Nixon Peabody LLP
Boston, MA

Michael H. Gladstone Esq.
Principal
MMA Financial LLC
Boston, MA

Richard S. Goldstein, Esq.** [ bio ]
Partner
Nixon Peabody LLP
Washington, DC

Tatiana E. Gutierrez, Esq. [ bio ]
Associate
Nixon Peabody LLP
Washington, DC

John L. Kelly, Esq. [ bio ]
Partner
Nixon Peabody LLP
New York, NY

Michael Kotin, CPA
Prinicpal
Kay-Kay Realty
Scottsdale, AZ

Allen A. Lynch II, Esq. [ bio ]
Partner
Nixon Peabody LLP
Boston, MA

Forrest David Milder, Esq. [ bio ]
Partner
Nixon Peabody LLP
Boston, MA

Michael J. Novogradac, CPA
Managing Partner
Novogradac & Company LLP
San Francisco, CA

Adam Perna
Vice President
PNC MultiFamily Capital
Portland, OR

Basil P. Rallis
Director
Cascade Affordable Housing
Seattle, WA

Mark Shelburne
Counsel and Policy Advisor
North Carolina Housing Finance Agency
Raleigh, NC

Judy Schneider
Senior Vice President and Chief Underwriter
The National Equity Fund
Chicago, IL

Robert L. Sheppard
Senior Director
National Tax Credit Property Advisors
Marcus & Millichap
Seattle, WA

Walter C. Spiegel, Esq. [ bio ]
Partner
Nixon Peabody LLP
Boston, MA

Monica H. Sussman, Esq. [ bio ]
Partner
Nixon Peabody LLP
Washington, DC

Deborah L. Thaxter, Esq. [ bio ]
Partner
Nixon Peabody LLP
Boston, MA

Brett A, Weal
Senior Manager - Real Estate Consulting
Reznick Group, P.C.
Atlanta, GA

**Planning Committee

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Agenda

Thursday, October 11, 2007

7:30 A.M.
Registration and Continental Breakfast

8:00 A.M.
Optional Pre-Conference Workshop: Tax Credits Basics
For those new to the tax credit program or desiring a refresher, this workshop will provide a succinct introduction to the Low-Income Housing Tax Credit (LIHTC) program and an overview of the basic rules governing it. Topics include:

• How tax credits fit into the development and financing of your project
• How to calculate the amount of tax credits
• 9% vs. 4% tax credit
• Applicable rent and income restrictions
• Credit allocation at the state level: Qualified allocations plans, setasides and more

9:00 A.M.
Your Rights, Obligations & Opportunities at Year 15
Understanding whether your property can be sold, converted to another use or can continue as affordable housing requires a thorough assessment of the governing legal and regulatory documents. Our experts will walk you through the impact of the following on your disposition options:

• Operating partnership provisions - limited partners rights to control dispositions, residual proceeds splits and other relevant provisions
• Capital account analysis and the impact on distributions, exit taxes
• Extended use agreements
• Regulatory agreements and loan agreements
• Rental or grant assistance programs
• Local tax abatements

10:15 A.M.
Coffee Break

10:30 A.M.
Qualified Contracts
This panel will discuss the recently issued IRS proposed regulations on qualified contracts, including:

• Summary of the proposed regulations, comments submitted from interest groups and current status
• Reviews of illustrative state agency practices
• How to get started: What is the process, what to submit, what to expect

11:15 A.M.
Options and Rights of First Refusal (ROFR)
This session will provide an explanation of rules and requirements for rights of first refusal.

• What organizations qualify?
• What is the permitted minimum purchase price?
• Is an option and ROFR the same thing?
• Mechanisms for non-profits to fund purchases of properties at the end of the compliance period

12:00 P.M.
Complimentary Networking Lunch

1:15 P.M.
Portfolio Assessment and Strategies
This session will address the positioning of your project for its highest and best use, including how to determine whether the project should remain as affordable, be converted to market rate or condominiums, or re-positioned altogether. In addition, the panel will delve into some complex tax issues that affect strategies, including:

• Examination of the 10-year rule and anti-churning rules - to whom can the project be sold and at what point
• Understanding recapture rules and surety bonds
• Utilizing tax deferrals through 1031 exchanges

2:45 P.M.
Coffee Break

3:00 P.M.
Market for Property Disposition at Year 15 and Earlier

• Assessment of current - and future - market for properties
• Valuing properties at Year 15
• Portfolio sales - opportunities for volume purchases

4:15 P.M.
Market for General Partner Transfers during Compliance Period

• Opportunities to step in to troubled and non-troubled properties
• What changes need to be made to the operating partnership agreement, guarantees and developer fee agreements?
• What are the risks for the incoming general partner and what protections can be utilized?
• Tax issues for the limited partner and selling general partner upon transfer
• The "numbers scrub" - analyzing operating cash flow and potential sales proceeds

5:15 - 7:00 P.M.
Networking Cocktail Reception for Participants and Speakers

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Friday, October 12, 2007

8:00 A.M.
Registration and Continental Breakfast

9:00 A.M.
HUD Issues
Any new HUD multifamily transaction starts with a number of approvals from HUD, including:

• Getting approvals under the revised 2530 Previous Participation Review Process
• Obtaining Transfer of Physical Assets (TPA) approvals - when is that required?
• Dealing with Real Estate Assessment Center (REAC)
• Utilizing Section 318 transfers of HAP Contracts and assignments of HAP contracts
• Other HUD approvals - tips for expediting the process

10:15 A.M.
Coffee Break

10:30 A.M.
Compliance and Tenant Records upon Transfer
This session will ensure you understand what records are required, including:

• Proper record maintenance
• What documents need to be in place when a property transfers
• Strategies when records are not complete

11:15 A.M.
When All Else Fails - Litigation, General Partner Removals, Workouts

• Understanding the warning signs and addressing problems early
• Assessing "watchlist" properties
• Workout strategies and partnership restructurings
• Understanding general partner and management agent removal provisions

12:00 P.M.
Conclusion of Program

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Instructional Information

Course level: This seminar, designed for individuals with a basic familiarity of the low-income housing tax credit, will provide a general overview of the tax credit program and its rules and practices as they work today.

Prerequisites: There are no formal prerequisites for this program, other than a basic working knowledge of affordable housing development and finance, and no specific advanced preparation is required.

Teaching Methods: All sessions will be presented live, by on-site speakers. The teaching modes will include individual presentations, panel discussion, role playing and question and answer sessions. A specifically prepared book of reference materials will be distributed to each registrant at the start of the program.

Special Needs: Any person with a disability who believes he/she may need reasonable accommodations to participate should contact IPED no later than 4 weeks prior to the conference start date.

Recommended Dress: Business Casual

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Accreditation

IPED will seek approval for continuing legal education credits on an as needed basis. Please indicate on your registration form if you need these credits. State bar associations have the final authority on the acceptance of individual courses and IPED will do everything to ensure these requirements are met when seeking approval.

IPED is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Nashville, TN 37219-2417, www.nasba.org. In accordance with the standards of the National Registry of CPE sponsors this course has been granted 10 CPE Credits.

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Registration Information

The registration fee includes all applicable sessions, refreshments, lunches, receptions and reference and/or course materials unless otherwise noted. Payment must be received by September 27, 2007 to ensure your registration. IPED accepts Visa, MasterCard and payment by check. Government purchase orders and American Express are not accepted.

Fees and payment
$795 General Registrant
$695 Non-Profit Organizations (please provide proof of 501(c)(3) status)/Government/Education.

Early Registration Offer: Save $50 if registered by September 7, 2007.

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Group discounts

For 3-5 registrants, deduct $50 per person from the applicable rate. For 6 or more registrants, deduct $100 per person from the applicable rate. To receive this discount, you must register all individuals in one transaction. This discount CANNOT be combined with any other offer, including the Early Registration Offer.

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Cancellation Information

Cancellations must be received in writing (by mail, fax or e-mail) in the IPED office no later than 10 business days prior to the conference start date. A $200 administrative fee will be deducted from all cancellation refunds received in the office no later than 10 business days prior to the conference start date. Any cancellation received less than 10 business days prior to the conference start date, or any confirmed registrant who fails to attend the conference, forfeits the entire registration fee.

Questions? Please contact IPED, Inc. at 202-331-9230 or info@ipedinc.net

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Conference Site and Hotel Information

Seaport Hotel
One Seaport Lane
Boston, MA 02210
1-877-SEAPORT (877-732-7678)
www.seaportboston.com

Due to overwhelming response to our program the Seaport Hotel is currently sold out. IPED has secured the Hilton Logan Airport Hotel as an alternative hotel. Call 1-800-HILTONS to make a reservation and mention IPED group code: IPE. The rate of $319.00 per night will expire October 3, 2007 and is available on a first come first serve basis.

Alternative Hotel Information
The Hilton Logan Airport
One Hotel Drive
Boston, Massachusetts 02128
1-800-HILTONS
Fax: 1-617-568-6800

The Hilton is 10 minutes from the conference hotel via cab. There is also a water taxi available it costs $10.00 each way. The Hilton hotel has a shuttle to the water taxi.

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