What the changes say
- Construction cost overruns, subordinate property loans, and multifamily operating performance are newly emphasized as investment risks.
- The OBBBA’s lower private-activity-bond threshold could increase taxable income allocated to Unitholders.
- Potential HUD Section 8 changes could reduce rental revenue at properties using project-based contracts or tenant vouchers.
- AI risks now cover potential future use by GHI, property owners, vendors, and Unitholders despite no current implementation.
What changed since the prior 10-K
New
- NewRisks Related to our Business and Investments
We recently identified a material weakness in our internal controls over financial reporting and determined that our disclosure controls and procedures were not effective
JV Equity Investments face multifamily real-estate ownership, sale or refinancing, property-management, and variable-interest-cost risks.
- NewRisks Related to our Business and Investments
forego certain types of available security if we determine that the security is not necessary or is too expensive to obtain in relation to the risks covered
Construction delays or cost overruns could cause defaults, foreclosures, losses, or require additional equity or property-loan funding.
- NewRisks Related to our Business and Investments
ability to finance or refinance related debt, if needed. We may also be subject to government regulations, natural disasters, and environmental issues, any of which could have an adverse effect on our financial results, cash flow and our ability to sell the properties
Subordinate property loans are paid only after senior debt, making repayment more dependent on the underlying properties’ operations.
- NewRisks Related to our Business and Investments
There are risks associated with our ownership of MF Properties
MF Properties depend on apartment occupancy, rents, and operating costs, which can be affected by supply, regulation, inflation, taxes, labor, and disasters.
- NewRisks Related to Income Taxes
income taxes. Furthermore, income and gains generated by assets within Greens Hold Co and its subsidiaries are subject to federal, state and local income taxes as the Greens Hold Co is a “C” corporation for income tax purposes
The OBBBA’s 25% private-activity-bond threshold may require more taxable financing, increasing taxable income allocated to Unitholders.
- NewRisks Related to Governmental and Regulatory Matters
Appropriations risk related to HUD’s Section 8 housing programs
Reduced or changed HUD Section 8 appropriations could lower rental revenue at properties using project-based contracts or tenant vouchers.
- NewRisks Related to Governmental and Regulatory Matters
The use of, or inability to use, artificial intelligence by us, our property owners, and our unitholders presents risks and challenges that may adversely impact our business and operating results or the business and operating results of our property owners and vendors
Future AI use or nonuse by GHI, property owners, vendors, or Unitholders could create competitive, accuracy, bias, intellectual-property, privacy, cybersecurity, and legal risks.
Dropped
- DroppedRisks Related to our Business and Investments
ability to pay contractual debt service on our MRB or property loan investment. Such differences will also impact the availability and cost of debt financing associated with such investments
- DroppedRisks Related to our Business and Investments
Adverse developments affecting the banking industry, such as actual events or concerns regarding bank failures, liquidity, defaults, or non-performance by financial institutions, could adversely affect our current and projected business operations and our financial condition and results of operations
- DroppedRisks Related to Debt Financings and Derivative Instruments
our retained interest requirements, based on, among other factors, the regulatory environment and the lenders' management of actual and perceived risk
Reworded
- 100% rewrittenRisks Related to our Business and Investments
We are managed by our General Partner and engage in transactions with related parties
The prior detailed discussion of Greystone-controlled management, fees, lack of fiduciary duty, and conflicts is omitted this year.
- 100% rewrittenRisks Related to Debt Financings and Derivative Instruments
Our investment strategy involves significant leverage, which could adversely affect our financial condition and results of operations
The risk shifts from leverage economics to financing availability, collateral calls, securitizations, derivatives, secured lines, and mortgage payables.
- 100% rewrittenRisks Related to Governmental and Regulatory Matters
Developments related to artificial intelligence could result in reputational or competitive harm, legal liability, and other adverse effects on our business
AI risk broadens to property owners and Unitholders and emphasizes operating impacts, while removing the prior focus on adoption costs and third-party providers.
- 100% rewrittenRisks Related to our Business and Investments
We are managed by our General Partner and engage in transactions with related parties
A full related-party management and conflict-of-interest disclosure is added, covering Greystone control, administrative fees, and the General Partner’s lack of fiduciary duty.
Was: We are managed by our General Partner and engage in transactions with related parties
- 100% rewrittenRisks Related to our Business and Investments
We are subject to reinvestment risk from maturities and prepayments of our investment assets
The prior banking-industry risk is replaced with reinvestment risk from calls and prepayments, including potentially lower rates on replacement investments.
- 100% rewrittenRisks Related to Debt Financings and Derivative Instruments
Our investment strategy involves significant leverage, which could adversely affect our financial condition and results of operations
The disclosure returns to basic leverage economics, explaining how financing costs can increase losses, rather than detailing collateral, securitization, derivatives, and credit-line risks.
Was: Our investment strategy involves significant leverage, which could adversely affect our financial condition and results of operations
- 100% rewrittenRisks Related to our Business and Investments
We are subject to various risks associated with our debt investments secured by seniors housing and skilled nursing properties
The risk now covers MRB and property-loan exposure to seniors housing and skilled nursing, plus market-rate seniors housing JV investments.
- 83% rewrittenRisks Related to our Business and Investments
Recourse guaranties related to our GIL investments and property loans are concentrated in certain entities
The guarantor concentration risk broadens from two affiliates covering specified investments to common sponsors or developers across multiple MRB and GIL investments.
- 80% rewrittenRisks Related to Income Taxes
Income from various investments is subject to taxation
- 77% rewrittenRisks Related to our Business and Investments
The properties related to our investment assets may be subject to liability for environmental contamination which could increase the risk of default or loss on our investment
- 72% rewrittenRisks Related to Ownership of Beneficial Unit Certificates and Preferred Units
The assets held by the Partnership may not be considered qualified investments under the CRA by the bank regulatory authorities
- 67% rewrittenRisks Related to our Business and Investments
If we acquire ownership of properties securing our investment assets through foreclosure or otherwise, we will be subject to all the risks normally associated with the ownership of such properties
- 56% rewrittenRisks Related to Ownership of Beneficial Unit Certificates and Preferred Units
A resurgence of inflation may cause the real value of distributions on our BUCs and Preferred Units to decline
Was: A resurgence of higher than expected inflation may cause the real value of distributions on our BUCs and Preferred Units to decline
- 47% rewrittenRisks Related to Debt Financings and Derivative Instruments
Our access to financing sources, which may not be available on favorable terms, or at all, may be limited, and our lenders and derivative counterparties may require us to post additional collateral which may materially impact our financial condition and results of operations
- 43% rewrittenRisks Related to Debt Financings and Derivative Instruments
We may be required to post additional collateral if the securitized investment assets and related derivative instruments experience declines in value
- 41% rewrittenRisks Related to our Business and Investments
There are various risks associated with our JV Equity Investments including, but not limited to, risks normally associated with the ownership of such multifamily real estate, sales or refinancing, third-party property management, and variable interest costs
- 36% rewrittenRisks Related to Governmental and Regulatory Matters
We are increasingly dependent on information technology, and potential disruption, cyber-attacks, security issues, and expanding social media vehicles present new risks
- 29% rewrittenRisks Related to our Business and Investments
Properties related to our investment assets may not be completely insured against damage from natural disasters
- 29% rewrittenRisks Related to Governmental and Regulatory Matters
Any downgrade, or anticipated downgrade, of U.S. sovereign credit ratings or the credit ratings of the GSEs by the various credit rating agencies may materially adversely affect our business
- 27% rewrittenRisks Related to Debt Financings and Derivative Instruments
We are subject to various risks associated with our secured line of credit arrangements and mortgage payable
Was: We are subject to various risks associated with our secured line of credit arrangements
- 27% rewrittenRisks Related to our Business and Investments
We are subject to risks associated with the current interest rate environment, and changes in interest rates may affect our cost of capital and, consequently, our net income and Cash Available for Distribution
- 25% rewrittenRisks Related to our Business and Investments
The rent restrictions and occupant income limitations imposed on properties securing our MRBs and GILs may limit the revenues of such properties
- 22% rewrittenRisks Related to our Business and Investments
Properties related to our MRB investments and JV Equity Investments are geographically concentrated in certain states
All 73 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business and Investments
- 01We are managed by our General Partner and engage in transactions with related parties100% rewritten
- 02Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations
- 03We recently identified a material weakness in our internal controls over financial reporting and determined that our disclosure controls and procedures were not effectivenew
- 04There are risks related to the construction of properties underlying our investment assets
- 05Properties related to our investment assets may not be completely insured against damage from natural disasters29% rewritten
- 10We are managed by our General Partner and engage in transactions with related parties100% rewritten
- 11We are subject to risks associated with the current interest rate environment, and changes in interest rates may affect our cost of capital and, consequently, our net income and Cash Available for Distribution27% rewritten
- 12We are subject to risks related to any resurgence in inflation
- 13Our investment assets are generally illiquid and our valuation estimates are subject to inherent uncertainty
- 14The market value of our investment assets may be adversely impacted by elevated interest rate levels
- 15The receipt of contractual interest and principal payments on our debt investments will be affected by the economic results of the secured properties
- 16The rent restrictions and occupant income limitations imposed on properties securing our MRBs and GILs may limit the revenues of such properties25% rewritten
- 17There are risks related to the lease-up of newly constructed or renovated properties that may affect our debt investments secured by these properties
- 18The repayment of principal of our debt investments is principally dependent upon proceeds from the sale or refinancing of the secured properties
- 19We are subject to various risks associated with our debt investments secured by seniors housing and skilled nursing properties100% rewritten
- 20There are various risks associated with our JV Equity Investments including, but not limited to, risks normally associated with the ownership of such multifamily real estate, sales or refinancing, third-party property management, and variable interest costs41% rewritten
- 21forego certain types of available security if we determine that the security is not necessary or is too expensive to obtain in relation to the risks coverednew
- 22There are various risks associated with our commitments to fund investments on a draw-down or forward basis
- 23If we acquire ownership of properties securing our investment assets through foreclosure or otherwise, we will be subject to all the risks normally associated with the ownership of such properties67% rewritten
- 24ability to finance or refinance related debt, if needed. We may also be subject to government regulations, natural disasters, and environmental issues, any of which could have an adverse effect on our financial results, cash flow and our ability to sell the propertiesnew
- 25Properties related to our MRB investments and JV Equity Investments are geographically concentrated in certain states22% rewritten
- 26Our investments in certain asset classes may be concentrated with certain developers and related affiliates
- 27Recourse guaranties related to our GIL investments and property loans are concentrated in certain entities83% rewritten
- 28There is risk that a third-party developer that has provided guaranties of preferred returns on our Vantage JV Equity Investments may not perform
- 29There are risks associated with our ownership of MF Propertiesnew
- 30Our reserves for credit losses are based on estimates and may prove inadequate, which could have a material adverse effect on our financial results
- 31Several of California’s largest property insurance providers have previously paused or severely limited their issuance of new policies, or their renewal of existing policies, in the state, which could increase the Partnership’s risk of loss in its MRB portfolio
- 32The properties related to our investment assets may be subject to liability for environmental contamination which could increase the risk of default or loss on our investment77% rewritten
- 33We are subject to reinvestment risk from maturities and prepayments of our investment assets100% rewritten
Risks Related to Debt Financings and Derivative Instruments
- 06Our investment strategy involves significant leverage, which could adversely affect our financial condition and results of operations100% rewritten
- 34Our investment strategy involves significant leverage, which could adversely affect our financial condition and results of operations100% rewritten
- 35Our access to financing sources, which may not be available on favorable terms, or at all, may be limited, and our lenders and derivative counterparties may require us to post additional collateral which may materially impact our financial condition and results of operations47% rewritten
- 36There are risks associated with debt financing programs that involve securitization of our investment assets
- 37Changes in interest rates can adversely affect the cost of the asset securitization financing
- 38Payments on our residual interests are subordinate to payments on the senior securities and to payment of all trust-related fees
- 39Termination of an asset securitization financing may occur under certain circumstances and could result in the liquidation of the securitized assets resulting in losses
- 40An insolvency or receivership of the program sponsor could impair our ability to recover the assets and other collateral pledged in connection with bond securitization financings
- 41We may be required to post additional collateral if the securitized investment assets and related derivative instruments experience declines in value43% rewritten
- 42There is risk that we will not meet financial covenants, non-financial covenants and risk retention requirements
- 43We are subject to various risks associated with our derivative agreements
- 44If a liquid secondary market does not exist for these derivative instruments, we may be required to maintain a derivative position until exercise or expiration, which could result in losses
- 45If we elect to terminate our derivative instruments prior to the contractual maturity and the fair value is below zero, then we will be required to advance to our counterparty equal to the negative fair value
- 46We are subject to various risks associated with our secured line of credit arrangements and mortgage payable27% rewritten
Risks Related to Ownership of Beneficial Unit Certificates and Preferred Units
- 07The Partnership’s portfolio investment decisions may create CRA strategy risks
- 47Cash distributions related to BUCs may change at the discretion of the Partnership’s general partner
- 48A resurgence of inflation may cause the real value of distributions on our BUCs and Preferred Units to decline56% rewritten
- 49Future issuances of additional BUCs could cause the market value of all outstanding BUCs to decline
- 50Certain rights of our BUC holders are limited by and subordinate to the rights of the holders of our Preferred Units, and these rights may have a negative effect on the value of the BUCs
- 51The General Partner has the authority to declare cash distributions related to the Preferred Units
- 52Holders of Preferred Units may have liability to repay distributions
- 53We may be required to redeem Preferred Units in the future
- 54The assets held by the Partnership may not be considered qualified investments under the CRA by the bank regulatory authorities72% rewritten
- 55Under certain circumstances, investors may not receive CRA credit for their investment in the Preferred Units
- 56The Preferred Units are subordinated to existing and future debt obligations, and the interests could be diluted by the issuance of additional units, including additional Preferred Units, and by other transactions
- 57Holders of the Preferred Units may be required to bear the risks of an investment for an indefinite period of time
- 58Treatment of distributions on our Preferred Units is uncertain
- 59There is no public market for the Preferred Units, which may prevent an investor from liquidating its investment
- 60Market interest rates may adversely affect the value of the Preferred Units
Risks Related to Governmental and Regulatory Matters
- 08Any downgrade, or anticipated downgrade, of U.S. sovereign credit ratings or the credit ratings of the GSEs by the various credit rating agencies may materially adversely affect our business29% rewritten
- 09Developments related to artificial intelligence could result in reputational or competitive harm, legal liability, and other adverse effects on our business100% rewritten
- 67We are not registered under the Investment Company Act
- 68A change in the federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae, Freddie Mac, and the U.S. government, may materially adversely affect our business, financial condition and results of operations
- 69Appropriations risk related to HUD’s Section 8 housing programsnew
- 70Many aspects of the Partnership’s investment objectives are directly affected by the national and local legal and regulatory environments. Changes in laws, regulations, or the interpretation of regulations could all pose risks to the successful realization of the Partnership’s investment objectives
- 71We face possible risks associated with the effects of climate change and severe weather
- 72We are increasingly dependent on information technology, and potential disruption, cyber-attacks, security issues, and expanding social media vehicles present new risks36% rewritten
- 73The use of, or inability to use, artificial intelligence by us, our property owners, and our unitholders presents risks and challenges that may adversely impact our business and operating results or the business and operating results of our property owners and vendorsnew
Risks Related to Income Taxes
- 61Income from various investments is subject to taxation80% rewritten
- 62income taxes. Furthermore, income and gains generated by assets within Greens Hold Co and its subsidiaries are subject to federal, state and local income taxes as the Greens Hold Co is a “C” corporation for income tax purposesnew
- 63There are limits on the ability of our Unitholders to deduct Partnership losses and expenses allocated to them
- 64Unitholders may incur tax liability if any of the interest on our MRB or GIL investments is determined to be taxable
- 65If we are determined to be an association taxable as a corporation, it will have adverse economic consequences for us and our Unitholders
- 66Certain income may be considered UBTI for certain tax-exempt or tax-deferred owners of BUCs and Preferred Units
Other Greystone Housing Impact Investors 10-Ks
- 2025 10-K risk factors
69 risks. Affordable multifamily, seniors housing, and skilled nursing investments expose GHI to property cash-flow, refinancing, construction, and regulatory risks.
Filed Feb 20, 2025
About this page
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.