Number
T291
Version
Original
Reference
Sponsor
The Chair
Title
Resolution approving the acquisition of membership interests in Cherry Court Development LLC
The HACM, through its wholly owned LLC “Cherry Court LLC”, managing member, is acquiring the investor member interest in the Cherry Court Project. This is a 120- unit multifamily building constructed and funded with Low Income Housing Tax Credit. The entity that owns this project is Cherry Court Development LLC. This project had already passed the 15-year compliance period. The investor is selling their interest in the project for $1 and a disposition fee of $4,000. All disposition fees will be paid by HACM. To preserve the Limited Liability status of Cherry Court Development LLC, Travaux will be acquiring .001% interest in the LLC. “Cherry Court LLC”, its Managing member will acquire 99.99% of the investor interest.
Analysis
Body
WHEREAS, HACM is the sole member of Cherry Court LLC, a Wisconsin limited liability company, which is the managing member of Cherry Court Development LLC, a Wisconsin limited liability company (“Cherry Court”); and
WHEREAS, Cherry Court Development LLC, a 120 units Multifamily building funded with Low Income Housing Tax Credit had already completed its 15 year tax credit compliance period; and
WHEREAS, the tax credit investors in Cherry Court Development LLC desires to exit and sale its interest in the project to Cherry Court LLC; and
WHEREAS, to maintain the Limited Liability Company status of the Cherry Court Development LLC, HACM and Cherry Court LLC will allow Travaux, Inc, a Wisconsin corporation and an instrumentality of HACM, to assume membership interest in Cherry Court Development LLC; and
WHEREAS, Cherry Court LLC desires to acquire 99.99%, and Travaux, Inc., a Wisconsin corporation (“Travaux”), to acquire 0.001%, of the membership interests in Cherry Court Development LLC from Nationwide Affordable Housing Fund 34-Apollo Tax Credit Fund-60, L.L.C., a Delaware limited liability company (the “Investor Member”), RBC Community Investments II, Inc., a Delaware corporation (the “Special Member”) (“Assignor”), pursuant to the terms of the Assignment and Assumption of Membership Interests and Third Amendment to the Amended and Restated Operating Agreement (the “Agreement”) by and among Assignor, Travaux and Cherry Court LLC.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Travaux, Inc. that the execution and delivery of such Agreement is hereby approved and the proper officers of Travaux are hereby authorized and directed to execute and deliver such Agreement in such form and substance as may be approved by the President; and be it
FURTHER RESOLVED, that the proper officers of Travaux or the President is hereby authorized and directed to negotiate, execute and deliver such Agreement on behalf of Travaux, in such form and substance as may be approved by the President; and be it.
FURTHER RESOLVED, that the proper officers of Travaux or the President be, and hereby is, authorized, empowered and directed, in the name of and on behalf of Travaux, to take or cause to be taken any and all actions, to sign and deliver all necessary certificates, documents, agreements, and instruments as may be necessary, appropriate, convenient, proper or advisable in furtherance of, or to effectuate the transactions contemplated by the Agreement, including the payment of the purchase price and disposition related costs specified therein.
Requestor
Drafter
Housing Management 8/25/2022