Fla. Admin. Code Ann. R. 67-21.017 - [Effective until 7/10/2025] Transfer of Ownership of a MMRB Development
(1) Any transfer of ownership of any
Development in which the MMRB Loan is outstanding and/or within the Qualified
Project Period shall be subject to compliance with the provisions of this
section, provided that transfers of the limited partnership interest or limited
liability company interest in the owner to a Housing Credit Syndicator, or the
transfer of ownership to a creditor by means of foreclosure or deed in lieu of
foreclosure, need not comply with this provision. The determination of whether
a transfer of ownership of a Development shall be deemed to take place for
purposes of this rule shall be made in accordance with the provisions of the
MMRB Land Use Restriction Agreement and other Program Documents for such
Development. Owners shall advise the Corporation in writing of any change of
ownership of the owner aggregating 50 percent or more of ownership interests in
the owner within any six-month period.
(2) A request for transfer of ownership shall
be submitted to the Corporation in writing and include evidence that the
current owner has agreed to the proposed sale. A detailed opinion letter from
the legal counsel for the current owner or prospective purchaser describing the
scope of the proposed transaction must also be provided. The Corporation shall
review the letter and, if acceptable, assign a Credit Underwriter. The Credit
Underwriter will notify the current owner and prospective purchaser of any
additional information necessary to complete its Credit Underwriting
Report.
(3) Upon demonstration of
compliance with the provisions of this section, and favorable consideration by
the Board of Directors of the Credit Underwriting Report, the Corporation shall
assign a Bond Counsel, Special Counsel, and other professionals as needed to
effect the transfer.
(4) Prior to
the transfer of ownership:
(a) The Credit
Underwriter shall conduct a Credit Underwriting of the prospective purchaser
upon any transfer of ownership. Additionally, the prospective purchaser shall
be notified that any refunding of Bonds associated with such Development shall
require a full Credit Underwriting of the Development. The prospective
purchaser and the conditions of the assumption of the Program Documents must be
approved by the Credit Underwriter as meeting the terms of its Credit
Underwriting Report, Bond Counsel and Special Counsel as complying with all
applicable legal requirements, and the Corporation as meeting the stated
purposes of the Corporation;
(b)
All outstanding fees owing to the Corporation or any of its assigned
professionals shall be paid;
(c) In
addition to any related professional fees, the Corporation shall charge a
non-refundable transfer fee of $2, 500. The applicable fee will be determined
by the rule in effect at the time of the transfer request.
(d) All requests which only require
subordination of the regulatory agreements must be submitted in writing to the
Multifamily Bonds/Loans Director and contain the specific details of the
subordination. In addition to any related professional fees, the Corporation
shall charge a non-refundable subordination fee of $1, 000 for each regulatory
agreement to be subordinated. The applicable fee will be determined by the rule
in effect at the time of the subordination request.
(e) The Development shall be in compliance
with all existing regulatory requirements imposed by the Corporation or its
predecessor; and,
(f) If the
set-aside requirements in the MMRB Land Use Restriction Agreement are expired
or have less than 12 months remaining, such agreement shall be extended for a
minimum of two years from the date of closing. All transfer of ownership
transactions shall be subject to all conditions of the Credit Underwriting
Report including the requirements for a guarantee of recourse obligations and
an environmental indemnity from the assuming owner.
(5) The prospective purchaser or current
owner shall be responsible for payment of all fees for professional services
rendered in association with the transfer of ownership.
All transfer requests in which the MMRB Loan is not outstanding and/or not within the Qualified Project Period, need not comply with the above provisions but must be submitted in writing to the Multifamily Loans/Bonds Director, contain the specific details of the transfer, and be subject to the fees set forth in paragraph (4)(c), above.
Notes
Rulemaking Authority 420.507, 420.508 FS. Law Implemented 420.507, 420.508, 420.508(3)(a), 420.509 FS.
New 1-7-98, Formerly 9I-21.017, Amended 1-26-99, 11-14-99, 2-11-01, 3-17-02, Repromulgated 4-6-03, Amended 3-21-04, 2-7-05, Repromulgated 1-29-06, 4-1-07, 3-30-08, 8-6-09, 11-7-11, Amended 7-16-13, Repromulgated 2-2-15, 9-15-16, 5-24-17, 7-8-18, Amended 7-11-19, 6-23-20, Repromulgated 5-18-21, Amended 7-6-22, Repromulgated 6-28-23.
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
(1) Any transfer of ownership of any Development in which the MMRB Loan is outstanding and/or within the Qualified Project Period shall be subject to compliance with the provisions of this section, provided that transfers of the limited partnership interest or limited liability company interest in the owner to a Housing Credit Syndicator , or the transfer of ownership to a creditor by means of foreclosure or deed in lieu of foreclosure, need not comply with this provision. The determination of whether a transfer of ownership of a Development shall be deemed to take place for purposes of this rule shall be made in accordance with the provisions of the MMRB Land Use Restriction Agreement and other Program Documents for such Development . Owners shall advise the Corporation in writing of any change of ownership of the owner aggregating 50 percent or more of ownership interests in the owner within any six-month period.
(2) A request for transfer of ownership shall be submitted to the Corporation in writing and include evidence that the current owner has agreed to the proposed sale. A detailed opinion letter from the legal counsel for the current owner or prospective purchaser describing the scope of the proposed transaction must also be provided. The Corporation shall review the letter and, if acceptable, assign a Credit Underwriter . The Credit Underwriter will notify the current owner and prospective purchaser of any additional information necessary to complete its Credit Underwriting Report .
(3) Upon demonstration of compliance with the provisions of this section, and favorable consideration by the Board of Directors of the Credit Underwriting Report , the Corporation shall assign a Bond Counsel , Special Counsel , and other professionals as needed to effect the transfer.
(4) Prior to the transfer of ownership:
(a) The Credit Underwriter shall conduct a Credit Underwriting of the prospective purchaser upon any transfer of ownership. Additionally, the prospective purchaser shall be notified that any refunding of Bonds associated with such Development shall require a full Credit Underwriting of the Development . The prospective purchaser and the conditions of the assumption of the Program Documents must be approved by the Credit Underwriter as meeting the terms of its Credit Underwriting Report , Bond Counsel and Special Counsel as complying with all applicable legal requirements, and the Corporation as meeting the stated purposes of the Corporation ;
(b) All outstanding fees owing to the Corporation or any of its assigned professionals shall be paid;
(c) In addition to any related professional fees, the Corporation shall charge a non-refundable transfer fee of $2, 500. The applicable fee will be determined by the rule in effect at the time of the transfer request.
(d) All requests which only require subordination of the regulatory agreements must be submitted in writing to the Multifamily Bonds /Loans Director and contain the specific details of the subordination. In addition to any related professional fees, the Corporation shall charge a non-refundable subordination fee of $1, 000 for each regulatory agreement to be subordinated. The applicable fee will be determined by the rule in effect at the time of the subordination request.
(e) The Development shall be in compliance with all existing regulatory requirements imposed by the Corporation or its predecessor; and,
(f) If the set-aside requirements in the MMRB Land Use Restriction Agreement are expired or have less than 12 months remaining, such agreement shall be extended for a minimum of two years from the date of closing. All transfer of ownership transactions shall be subject to all conditions of the Credit Underwriting Report including the requirements for a guarantee of recourse obligations and an environmental indemnity from the assuming owner.
(5) The prospective purchaser or current owner shall be responsible for payment of all fees for professional services rendered in association with the transfer of ownership.
All transfer requests in which the
Notes
Rulemaking Authority 420.507, 420.508 FS. Law Implemented 420.507, 420.508, 420.508(3)(a), 420.509 FS.
New 1-7-98, Formerly 9I-21.017, Amended 1-26-99, 11-14-99, 2-11-01, 3-17-02, Repromulgated 4-6-03, Amended 3-21-04, 2-7-05, Repromulgated 1-29-06, 4-1-07, 3-30-08, 8-6-09, 11-7-11, Amended 7-16-13, Repromulgated 2-2-15, 9-15-16, 5-24-17, 7-8-18, Amended 7-11-19, 6-23-20, Repromulgated 5-18-21, Amended 7-6-22, Repromulgated 6-28-23.