U.S. Department of Housing & Urban Development

IPED ConferenceHUD Financing Programs

Todd Wendorf, HUD OPHI July 10, 2008

CFFP Process 2

Modernization Backlog

Current backlog estimated at $18 billion

Annual accrual approximately $2 billion

Current appropriation funding $2.4 billion

Introduction

CFFP Process 3

Overview of QHWRA of 1998

Section 9(d): Adds “Financing” as an eligible use of CFP. Section 9(e): Allows PHAs to use OF to pay debt service.

Section 30: Mortgages and Security Section 30: U.S. Department of Housing and Urban

Development (HUD) approval is required for pledging and other types of security interests in public housing property

Introduction

CFFP Process

Introduction• Three Financing programs

– Capital Fund Financing Program (CFFP)

• Pledge and repay with Capital Funds

• Implementing on a case by case basis since 2000

• Draft rule published in 2007

• Final rule expected soon

– Operating Fund Financing Program (OFFP)

• Pledge and repay with Operating Funds

• Draft rule published in 2007

• Ability to approve a few transactions prior to finalizing rule

– Public Housing Mortgage Program (PHMP)

• PHAs can pledge real estate and use proceeds for affordable housing purposes

• Repayment source determined by PHA

• Notice to be published later this year

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CFFP Process 5

Introduction

What is the Capital Fund Financing Program?

The Capital Fund Financing Program allows a Public Housing Authority to borrow private funds for capital and management activities relating to modernization and development of public housing.

This Financing Program provides PHA’s with the ability to address the immediate needs of their aging housing stock.

CFFP Process 6

CFFP Successes

107 transactions (and counting) approved Over $3 billion in capital provided Assisted 187 PHAs (and counting) Pools in Alabama, Maryland, California, New Jersey (2),

Illinois, Pennsylvania, Massachusetts, Ohio and New York Multiple issuances to Philadelphia, Washington, D.C.,

Chicago, IL, Allegheny Co., PA, and Seattle, WA Increased interest in mixed-finance modernization and use of

tax credits

Introduction

CFFP Process 7

Potential Benefits of CFFP Potential realized only with effective long term planning

Address backlog modernization needs.

Economies of scale and scope

• Focus improvements at a single or limited number of developments.

Limiting the number of times contractors must mobilize.

• Replace a single or limited number of systems across an entire portfolio.

Allows PHA to use a single system type, simplifying ongoing maintenance.

Leverage additional funds (ie: tax credits)

• Generally, this works best if PHA focuses use of proceeds at a limited

number of developments.

• Address a broader scope – reducing future modernization needs

• Reduce amount borrowed – reducing debt service thus freeing up CFP for

the payment of debt service.

Introduction

CFFP Process 8

Fundamentals

Pledging of a portion of your current and future years capital fund allocation as collateral for borrowing.

• Pledge Must Be subject to Congressional appropriations.

• No Additional Appropriations• No guaranty or full faith and credit of HUD or the U.S. Government• Section 30 – specifically states, No Liability to the Federal

Government

Risk to Lenders/Investors and PHAs• Appropriations Risk• Performance Risk• Poor Planning/Implementation

Fundamentals

CFFP Process 9

Fundamentals, (cont.) Financial Structure/Business Terms

• Optional – Monies for debt service don’t flow through PHAs. Payments made directly to Trustee or Lender.

• CFF Amendment to the ACC.• Buffer – Each FY, 1st Payment of debt service on April 1.

Principal = 1st Payment - option

• Generally – up to 20 years and up to 33.3%.

RHF Pledge up to 100% provided overall CF does not exceed 50%

Negotiate – PHAs must negotiate legal provisions

Covenants, defaults, and remedies

Fundamentals

CFFP Process 10

Fundamentals, (cont.)• Proceeds from CFFP transactions considered Capital

funds. All statutes, regulations, etc that apply to CFP apply to proceed. – PHA Plan

• Use of Proceeds – Annual Statement• Use of FF/RHF for Debt Service – 5 year Action Plan (Annual

Statement if Applicable)

– RHF Plan (if using RHF Funds)– Procurement– Environmental– Declaration of Trust on all PH Properties– Depository Agreement– Obligation/Expenditure (mandatory redemption)

Fundamentals

CFFP Process 11

Fundamentals, (Cont.)• The proceeds of the Loan may be expended only for

purposes for which public housing Capital Fund Program moneys may be expended.

• All such uses of proceeds shall be subject to HUD approval (as part of HUD’s approval of Authority’s annual plan)

• The Authority shall report to HUD quarterly with respect to such expenditures in the same manner as it accounts for the expenditure of Capital Fund Program moneys.

Fundamentals

CFFP Process 12

The Basics

Start with three basic questions

• What do I want/need to do?

• How much money can I raise?

• Can I spend the money quickly enough?

CFFP Process 13

The Basics

What do I want/need to do?

– Conduct PNA for entire portfolio for term of proposed financing

– Identify priority need projects, size, scope, and cost estimate– Use the new CFFP/OFFP PNA form

• Based upon a life-cycle analysis of useful life components and related costs

• Includes all of the major building systems and 504 needs and specific items within them, specifying quantities and costs of repair/replacement

• Property specific• Indicates the number of units inspected by bedroom size

CFFP Process 14

The Basics

How much money can I raise?– CFP borrowing capacity analysis

• Prepare a Portfolio Schedule to project future reductions in public housing portfolio

• Adjust the Capital Fund• Conduct a Sensitivity Analysis to address how much of your

capital fund is historically being used for administration, management improvement and operations and take that into consideration when determining your borrowing

CFFP Process 15

Portfolio Schedule

What Is the Purpose of a Portfolio Schedule:

• Reflects future adjustments in the Capital Fund (CF) grant and Replacement Housing Factor (RHF) grant

• Demolition/Disposition• Mandatory, Required, Voluntary Conversion • Merging of Units (e.g. 2 studios into 1 one bedroom unit)• Casualty, condemnation• Homeownership• Asset management • PIC data issues• Voluntary Compliance Agreements or other administrative or

judicial actions• Contractual commitments to other mixed-finance projects

• Enables PHA to assess the potential amount of CF or RHF funds available for debt service beyond additional fund commitments or reductions

• Is a requirement for a CFFP submission

CFFP Process 16

Sensitivity Analysis

What Is a Sensitivity Analysis?:• Reflects future adjustments in the Capital Fund (CF)

grant and Replacement Housing Factor (RHF) grant• Historical use PHA of use for:• Administration – BLI 1410

• Management improvement – BLI 1408 ; and,

• Operations – BLI 1406

• Enables PHA to more fully assess the amount of CF or RHF funds actually available for debt service and rehabilitation and modernization of the portfolio for the term of the financing

• Is a useful tool when considering a CFFP transaction

CFFP Process 17

Sensitivity Analysis

20-year Capital Fund Projection (from Portfolio Schedule) 20,000,000

Less: 20 Year Debt Service Requirement (6,601,200)

CF Available After Debt Service 13,398,800

   

20-year PNA Total Needs (25,634,131)

Portion of PNA Met Using CFFP Proceeds (Net Proceeds to Project) 3,247,229

Total 20-year PNA Needs Remaining after CFFP (22,386,902)

CF Available after 20-year PNA Needs (8,988,102)

   

20-year 1406, 1408 & 1410 Soft Cost Projection (% based on 5 year avg.) (6,526,331)

CF Available after Projected Soft Costs (15,514,433)

CFFP Process 18

Moving to Strategic Management

How much money can I raise?– Will remaining CFP funds be sufficient for other PNA

needs, particularly given any additional uses of Capital Funds?

• The PHA must consider its options, including:• Seeking Additional Funding:• Pursue CFFP, Mixed Finance Transaction, HOPE VI

grant funds, or other private leveraged funds for rehabilitation of the portfolio assets and surrounding community uses.

• Sell one or more properties in order to generate new capital for meeting the needs of other properties in the portfolio, or for new development.

CFFP Process

Moving to Strategic Management

What if the anticipated funds are insufficient to meet the estimated needs? (Cont.)

The PHA must consider its options, including:• Strategically Using the Resources Available:

– Confirm the long time viability and suitability of each property

– Eliminate properties or portions of properties deemed non-sustainable or viable

– Prioritize needs to ensure that properties are safe, suitable and sustainable

– Develop capital plans for each property that are achievable

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CFFP Process

Moving to Strategic Management

KEY POINTS

• Important factor in the consideration of options: Any net reduction in the total number of public housing units will in turn reduce the total allocation of future Capital Funds and Operating Funds.

• A Strategic Plan should not be looked at as an emergency tactic when there isn’t enough money in the pot. It is a tool to anticipate future demands on the PHA and be prepared for them, and should be periodically revisited.

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CFFP Process 21

Cap Funds 1,000,000

Annual $ Pledge (33%) 330,060

Remaining Cap Funds 669,940

Total Borrowing* 4,000,000

Debt Service Reserve 330,060

Capitalized Interest (3 mos) 60,000

Expenses 140,000

Project Fund 3,469,940

*Assumes 5.495% fixed rate for 20 years, $140,000 in expenses

Strategic Analysis

CFFP Process 22

Strategic Analysis

Loan or Bond Loan Leverage (9%) Leveraged (4%)

Amount of Borrowing/Loan $ 4,000,000 $ 786,825 $ 2,624,051

       

Less:      

Cost of Issuance $ (140,000) $ (107,868) $ (126,241)

Debt Service Reserve $ (330,060) $ (64,925) $ (216,524)

Capitalized Interest $ (60,000) $ (19,835) $ (42,801)

Tax Credit Transaction Costs $ -    

Net Proceeds $ 3,469,940 $ 594,197 $ 2,238,487

Tax Credit Equity $0 $ 3,052,516 $ 1,307,151

Total Development Costs $ 3,469,940 $ 3,646,713 $ 3,545,638

       

Interest Costs over Life of Borrowing $ 2,601,199 $ 511,672 $ 1,706,420

       

Total Capital Funds Expended $ 6,601,199 $ 1,298,497 $ 4,330,472

       

CFP Savings + Additional Development   $ 5,479,475 $ 2,346,425

CFFP Process 23

Mixed Finance & CFFP

How to make the two processes work together. Timing and other considerations for application for LIHTCs

– 4%/9% Combining the CFFP with the MF transactions. Timing and other considerations in regard to CFFP/MFP. RHF

Apply for LIHTC Accumulate RHF After LIHTC award, close on CFFP for any outstanding RHF

Mixed Finance & CFFP

CFFP Process 24

Getting Started

Can I spend the money quickly enough?– HUD deadlines to obligate in 2 years, expend in 3 (4

max)– If tax credits, shorter timeframes (e.g. 2 year window for

4% rehab)– Is it better to plan the work in phases to manage the effort

and impact on the PHA’s other functions and activities?– Seattle

– Modernized Senior Portfolio– 2,000 units– 21 projects– 3 phases

CFFP Process 25

II. Establish support internally and with Field Office

• Identify project staffing and resources – effort requires significant resources

• Educate Board of Commissioners on proposed activity- CFFP- If tax credits, ownership entity- If tax credits, property management entity

• Seek Board approval for procurements• Start updating PHA Plan and others as necessary• Alert Field Office

Getting Started

CFFP Process 26

III. Seek HUD approvals

• In addition to CFFP, may include Mixed Finance, Demo/Dispo, Development, RHF.

• Field Office coordination and support can be important.

• Sequencing tricky – parallel approval processes but different timelines. CFFP approval can lead Mixed-Finance Program (MFP) approval, but will be subject to MFP approval. Approval expires in 60 days. PHAs need a detailed, written schedule.

Getting Started

CFFP ProcessConfidential - Internal Distribution

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Where does a PHA find information regarding the necessary documentation?

HUD’s website http://www.hud.gov/offices/pih/programs/ph/capfund/cffp.cfm

Local Field Office http://www.hud.gov/offices/pih/programs/ph/capfund/cffprolefo.cfm#1

Contact HUD CFFP Staff• Kevin Gallagher - 202-708-4192• Tom Shelton - 202-708-4799• Todd Wendorf - 312-353-6236, x2511• Rochelle McKinney - 202-402-2065

Getting Started

CFFP Process 28

Top 4 Things that Slow Down a CFFP Proposal

1. Physical Needs Assessment not complete, not submitted to the field office as part of the PHA Plan, not completed in accordance with regulations, such as life cycle considerations.

2. PHA Plan not complete, not completed in accordance with HUD requirements, or not approved.

3. Evidence of effective DOTs in first position, lacking or insufficient. Counsel unresponsive

4. Adjustments to CFP to reflect activities that would reduce grant.

CFFP Proposal Process

CFFP Process 29

Public Housing Mortgage Program Background

The United States Housing Act of 1937  

Sec. 30: Public Housing Mortgages and Security Interests  • (a) GENERAL AUTHORIZATION.—The Secretary may, upon such

terms and conditions as the Secretary may prescribe, authorize a public housing agency to mortgage or otherwise grant a security interest in any public housing project or other property of the public housing agency.

• (b) TERMS AND CONDITIONS.—In making any authorization under subsection (a), the Secretary may consider—– (1) the ability of the public housing agency to use the proceeds of

the mortgage or security interest for low-income housing uses;– (2) the ability of the public housing agency to make payments on the

mortgage or security interest; and– (3) such other criteria as the Secretary may specify.

• (c) NO FEDERAL LIABILITY.—No action taken under this section shall result in any liability to the Federal Government.

CFFP Process 30

Section 30 Possible Missteps

• Recent Cases from the IG and Departmental Enforcement Center– PHAs engaged in the following activities without written

approval from the A/S or DAS• Mortgage Administrative Building• Mortgage a PH Property which was to be turned into a

Mixed Finance Property – however, mortgage done before CFFP or Mixed Finance Approval

• Offset provision in loan docs. PH funds in bank accounts

– Results• IG Findings• Debarment actions against Executive Directors and

Board Members.

CFFP Process 31

Section 30 - Lessons Learned

• If you pledge public housing assets, get written approval from DAS of OPHI.

• Loan does not involve a pledge of public housing assets?

– Are you sure? – Ask your attorney to insert a non-recourse provision in

the loan documents that is crystal clear – there is no recourse to public housing assets.

– If you borrow funds, make sure you get an attorney’s opinion that PH assets are not pledged or otherwise encumbered.

CFFP Process 32

HUD will look for legal provisions of a similar nature:

• Conflicts Clause:– “To the extent that any of the foregoing is in conflict with the requirements of the United States

Housing Act of 1937, as amended, Federal regulations, and the Annual Contributions Contract, as amended, (“Federal public housing requirements”), such Federal public housing requirements shall control and govern in such instances of conflict.”

• Non-Recourse Provision– “Notwithstanding anything to the contrary herein, the Lender and the Borrower hereby

acknowledge and agree that except for assets of the Borrower arising under any program not administered by the U.S. Department of Housing and Urban Development (“HUD”) under the United States Housing Act of 1937 (42 U.S.C. 1437 et seq), or as otherwise specifically approved in writing by HUD and described below, Lender acknowledges and agrees that the Borrower has no authority to provide Lender with Guarantees, indemnifications, rights of set off, or other pledges involving the assets of any public housing Project (as the term “Project” is defined in the Annual Contributions Contract (“ACC”) between Borrower and HUD) or any Housing Choice Voucher (HCV) related assets of the Borrower. Accordingly, Lender acknowledges that it has no legal right of recourse under the Loan Documents against: (1) any public housing Project of Borrower; (2) any operating receipts (as the term “operating receipts” is defined in the ACC) HCV receipts or Capital Funds of Borrower; or (3) any public housing operating reserve of Borrower reflected in Borrower’s annual operating budget and required under the ACC. Should any assets of the Borrower be identified at later date as meeting the criteria set forth above, any guarantees, indemnifications, rights of set off, or other pledges involving those assets will be deemed null, void and unenforceable.”

Legal Provisions

CFFP Process 33

PHMP

Real Estate that may be mortgaged (subject to HUD approval)

• Non-Dwelling Space– Admin Building, etc.

• Raw Land• Dwelling units provided DOT is effective and in first

position

CFFP Process 34

PHMP Risks

Key Risks• 1st lien approvable on vacant land and administrative

position.– Foreclosure a possibility– Loss of Admin Building – PHA still must operate public housing

portfolio in accordance with PH requirements – or risk sanctions, including receivership

• PHA must assess Risk

• PHA must assess ability to continue operating PH portfolio in accordance with PH Requirements if Admin Building is lost

• Rental Units – DOT must be in 1st position– DOT renders property of no value to lenders.

• DOT requires HUD approval for transfer of property

• DOT requires property to be operated as public housing

– Why would HUD approve a security interest in rental housing?

CFFP Process 35

PHMP Federal Liability

NO FEDERAL LIABILITY.

—No action taken under this section shall result in any liability to the Federal Government.

CFFP Process

OFFP Primer

• Operating Fund Financing Program

• Authorized by QWARA

• 9(e) Debt service on loans used to modernize or develop public housing is an eligible use.

• Draft rule published in 2007

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CFFP Process 37

Question & Answer