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AMERICA FIRST MULTIFAMILY INVESTORS, L.P. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

July 16, 2014

Item 1.01. Entry into a Material Definitive Agreement.

As of July 10, 2014, America First Multifamily Investors, L.P. (the "Partnership"), and its affiliate, ATAX TEBS II, LLC, entered into a number of agreements relating to a new long-term debt financing facility provided through the securitization of 13 of the Partnership's mortgage revenue bonds (the "Bonds") with the Federal Home Loan Mortgage Corporation ("Freddie Mac") pursuant to Freddie Mac's Tax-Exempt Bond Securitization program, also known as the "TEBS" program (the "TEBS Financing"). The closing for the TEBS Financing occurred on July 10, 2014. The gross proceeds from the TEBS Financing were approximately $94.7 million, which were used to pay a portion of the outstanding balance due on the Partnership's tender option bond facilities, purchase rate caps, pay costs of insurance and fund escrow accounts.

The TEBS Financing provides the Partnership with a long-term variable rate debt facility at interest rates reflecting prevailing short-term tax-exempt rates. Under the TEBS Financing, the Partnership transferred all of the Bonds, with a total outstanding principal amount of approximately $118.4 million, to ATAX TEBS II, LLC, a special purpose entity controlled by the Partnership (the "Sponsor"). The Bonds were securitized by transferring these assets to Freddie Mac in exchange for Class A and Class B Freddie Mac Multifamily Variable Rate Certificates, Series M-031 (collectively, the "TEBS Certificates") issued by Freddie Mac. The TEBS Certificates represent beneficial interests in the securitized assets held by Freddie Mac.

The Class A TEBS Certificates were issued in an initial principal amount of approximately $94.7 million and were sold through a placement agent to unaffiliated investors. The Class B TEBS Certificates were issued in an initial principal amount of approximately $23.7 million and were retained by the Sponsor. The holders of the Class A TEBS Certificates are entitled to receive regular payments of interest from Freddie Mac at a variable rate which resets periodically based on the weekly Securities Industry and Financial Markets Association ("SIFMA") floating index rate plus certain credit, facility, remarketing, and servicing fees (the "Facility Fees"). As of closing, the SIFMA rate was equal to 0.04% and the total Facility Fees were approximately 1.4%, resulting in a total initial cost of borrowing of approximately 1.5%.

Payment of interest on the Class A TEBS Certificates will be made from the interest payments received by Freddie Mac from the Bonds held by Freddie Mac on designated interest payment dates prior to any payments of interest on the Class B TEBS Certificates held by the Sponsor. As the holder of the Class B TEBS Certificates, the Sponsor is not entitled to receive interest payments on the Class B TEBS Certificates at any particular rate, but will be entitled to all payments of principal and interest on the Bonds after payment of principal and interest due on the Class A TEBS Certificates and payment of all Facility Fees and associated expenses. Accordingly, the amount of interest paid to the Sponsor on the Class B TEBS Certificates is expected to vary over time, and could be eliminated altogether, due to fluctuations in the interest rate payable on the Class A TEBS Certificates, Facility Fees, expenses, and other factors.

In order to mitigate its exposure to interest rate fluctuations on the variable rate TEBS Financing, the Sponsor also entered into interest rate cap agreements with Barclays Bank PLC, the Royal Bank of Canada, and Sumitomo Mitsui Banking Corporation, each in an initial notional amount of approximately $31.6 million, which effectively limits the interest payable by the Sponsor on Class A TEBS Certificates to a fixed rate of 3.0% per annum on the combined notional amounts of the interest rate cap agreements through August 15, 2019.

Freddie Mac has guaranteed payment of scheduled principal and interest payments on the Class A TEBS Certificates and also has guaranteed payment of the purchase price of any Class A TEBS Certificates that are tendered to Freddie Mac in accordance with their terms but which cannot be remarketed to new holders within five business days. The Sponsor is obligated to reimburse Freddie Mac for certain expenses, including any payments made by Freddie Mac under its guaranty. These obligations of the Sponsor are also guaranteed by the Partnership. The Partnership also entered into various subordination agreements with Freddie Mac under which the Partnership has subordinated its rights and remedies with respect to the tax-exempt and taxable bonds and mortgage loans made by it to the owners of properties securing certain of the Bonds to the rights of Freddie Mac as the holder of the Bonds.

For financial reporting purposes, the TEBS Financing will be recorded by the Partnership as a secured financing.

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Following is a brief description of the principal agreements affecting the rights and obligations of the Partnership and/or the Sponsor in connection with the TEBS Financing. Each of the following documents is attached as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein. Each such description is qualified in its entirety by reference to the full text of the document so described.

Sale, Contribution and Assignment Agreement

Under the Sale, Contribution and Assignment Agreement between the Partnership and the Sponsor, the Partnership sold and conveyed the Bonds with a total outstanding principal amount of approximately $118.4 million. The Sponsor securitized the Bonds with Freddie Mac and received gross proceeds of approximately $94.7 million and the Class B TEBS Certificate in the principal amount of approximately $23.7 million. Under the Sale, Contribution and Assignment Agreement, the Sponsor kept the Class B TEBS Certificate and delivered the gross proceeds per the direction of the Partnership. The difference between the outstanding principal of the Bonds, plus accrued and unpaid interest on the Bonds as of the closing date, and the cash purchase price paid by the Sponsor to the Partnership, was treated as a capital contribution to the Sponsor by the Partnership. The Sale, Contribution and Assignment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Subordinate Bonds Custody Agreement

Under the Subordinate Bonds Custody Agreement by and among The Bank of New York Mellon Trust Company, N.A. (the "Custodian"), Freddie Mac, the Partnership, and the Sponsor, the Sponsor deposited 15 additional subordinate bonds (the "Subordinate Bonds"), with a total outstanding principal amount of approximately $11.6 million, into an account with the Custodian. The Sponsor is entitled to all payments of principal and interest on the Subordinate Bonds and has not pledged the Subordinated Bonds. The Sponsor, however, may not sell or transfer the Subordinate Bonds without the written consent of Freddie Mac. The Subordinate Bonds Custody Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Bond Exchange, Reimbursement, Pledge and Security Agreement

Under the Bond Exchange, Reimbursement, Pledge and Security Agreement between . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 10, 2014, the Partnership completed the TEBS Financing and, in connection therewith, transferred the Bonds, with a total outstanding principal amount of approximately $118.4 million, to the Sponsor as described in Item 1.01 of this report. The information set forth under Item 1.01 above with respect to the transfer of the Bonds in connection with the TEBS II Financing is hereby incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above with respect to the TEBS Financing is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation of the Partnership or an obligation under an off-balance sheet arrangement of the Partnership.

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Item 9.01 Financial Statements and Exhibits.

(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits.

Exhibit No. Description 10.1 Sale, Contribution and Assignment Agreement dated July 10, 2014 between America First Multifamily Investors, L.P. and ATAX TEBS II, LLC. 10.2 Subordinate Bonds Custody Agreement dated July 10, 2014 by and among The Bank of New York Mellon Trust Company, N.A., the Federal Home Loan Mortgage Corporation, America First Multifamily Investors, L.P., and ATAX TEBS II, LLC. 10.3 Bond Exchange, Reimbursement, Pledge and Security Agreement dated July 1, 2014 between the Federal Home Loan Mortgage Corporation and ATAX TEBS II, LLC. 10.4 Series Certificate Agreement dated July 1, 2014 between the Federal Home Loan Mortgage Corporation, in its corporate capacity, and the Federal Home Loan Mortgage Corporation, in its capacity as administrator. 10.5 Limited Support Agreement dated July 1, 2014 between America First Multifamily Investors, L.P. and the Federal Home Loan Mortgage Corporation. 10.6 Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and Barclays Bank PLC. 10.7 Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and the Royal Bank of Canada. 10.8 Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and Sumitomo Mitsui Banking Corporation. 99.1 Press Release dated July 11, 2014.



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