Wells Fargo Bank Closes $57.5 Million Sale of Low-Income Housing Tax Credit Projects

Manatt’s Anita Sabine, leader of the real estate transactions and finance group, and real estate associate Alison Weinberg-Fahey led a Manatt group in representing Wells Fargo Bank in its $57.5 million sale of all 11 of its low-income housing tax credit (LIHTC) projects located in Los Angeles County and West Sacramento.

Following eight months of negotiations and three individual closings, the real estate team navigated the complexities of city and state requirements and approvals around LIHTCs as well as complexities specific to this deal relating to continuing compliance periods and recapture bonds. The deal was set with a backdrop of historical ownership issues, which resulted in Wells (the original limited equity investor) gaining ownership of the management partnership through receivership, after the prior management partners were removed for fraud. It also included nuanced transfers of ownership at various stages of the deal.

The team resolved issues concerning the rights of first refusal, purchase options, partnership disputes, and sales of interests to assumption of debt and regulatory agreements. Also included were negotiations with the City of Los Angeles Housing Department, the California Housing Finance Agency and the California Tax Credit Allocation Committee, as well as coordination for state and local LIHTC submission and compliance obligations.

Manatt’s corporate and finance partners Carl Grumer and Neil Faden and associates Simone Gross and Ben Ryzak provided support through the process.