America First Tax Exempt Investors, L.P. - Registration Statement on Form S-3 - Response Letter

Sep 19, 2026

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Law firm Barnes & Thornburg LLP submits a September 30, 2013 response letter to the U.S. Securities and Exchange Commission concerning America First Tax Exempt Investors, L.P.’s Registration Statement on Form S-3. The letter addresses SEC comments, including requests to disclose the tax-exempt percentage of distributions for 2010–2012, describe the restructuring of multifamily property interests into tax-exempt mortgage revenue bonds, and adjust disclosures. It also references related revisions in Amendment No. 1 filed contemporaneously.

LanguageEnglish

CategoryLetters

FormatPDF

Pages6

Reading Time2 min

AccessFree to download

Response to SEC Comments

Tax-exempt distribution percentages (2010–2012)

Restructuring into tax-exempt mortgage revenue bonds

Asset mix percentages for described investment types

Ownership chart request

Relocating Risk Factors section

BARNES & THORNBURG LLP 11 S. Meridian Street Indianapolis, IN 46204-3535 317-236-1313 317-231-7433 (Fax) [www.btlaw.com](www.btlaw.com) David P. Hooper Partner (317) 231-7333 [dhooper@btlaw.com](dhooper@btlaw.com) September 30, 2013 Via EDGAR U. S. Securities and Exchange Commission Division of Corporation Finance Attn: Mark S. Webb, Legal Branch Chief 100 F Street, N.E. Washington, D.C. 20549 Re: America First Tax Exempt Investors, L.P. Registration Statement on Form S-3 Filed on September 5, 2013 File No. 333-191014 Dear Mr. Webb: We have received your letter dated September 25, 2013, detailing your office ’s review of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) ofAmerica First Tax Exempt Investors, L.P. (the “Company”) . On behalf of the Company, below are our responses to those comments. For your convenience, I have reproduced your comments and requests for information in bold below followed by our responses in regular type. Contemporaneously with this letter, the Company also is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) reflecting our responses to your comments. References in this letter to the “prospectus” mean the prospectus, as amended, being filed with the Amendment No. 1. * * * * * Registration Statement on Form S-3 General 1. Please advise, with a view toward disclosure, the percentage of the distributions of each of the last three years that is tax exempt. Response: The approximate percentage of distributions made by the Company to its shareholders that is tax exempt for 2012, 2011, and 2010 is 90%, 94%, and 89%, respectively. In response to the Staff’s comment, the Company has revised its disclosures in the Registration Statement as you indicate. I refer you to page 2 of the Amendment No. 1 under the heading “Business Objectives and Strategy” for the additional disclosure, which reads as follows: “For the years ended December 31, 2012, 2011, and 2010, the Partnership reported on its federal income tax return tax-exempt interest income as a percentage of total income of approximately 90%, 94%, and 89% . A Mark S. Webb Securities and Exchange Commission September 30, 2013 Page 2 of 6 shareholder’s tax form K-1 reported a similar percentage of tax-exempt income compared to total income assuming the shareholder owned the shares during the full calendar year.” America First Tax Exempt Investors, L.P., page 1 Our Business, page 1 2. We note that the Partnership may acquire equity interests in multifamily properties and convert such interests to ownership of tax-exempt mortgage revenue bonds “at the time the property ownership is restructured.” Please describe the restructuring process in more detail, including the Partnership’s strategy in the event it is unable to convert its equity interests into ownership of tax-exempt mortgage revenue bonds. Response: In response to the Staff’s comment, the Company has revised its disclosures in the Registration Statement as you requested. I refer you to page 2 of the Amendment No. 1 under the heading “Our Business” for the revised disclosure, which reads as follows: “To restructure each of the MF Properties into a tax-exempt mortgage revenue bond, the Partnership teams with a third party developer who works to secure a tax-exempt mortgage revenue bond issuance from the local housing authority. Once the developer receives the tax-exempt mortgage revenue bond commitment, the Partnership will sell the MF Property to a not-for-profit entity or to an entity owned by the developer in connection with a syndication of Low Income Housing Tax Credits (“LIHTCs”) under Section 42 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) . The Partnership expects to acquire the tax-exempt mortgage revenue bonds issued to provide debt financing for these properties at the time the property ownership is restructured. Such restructurings

FAQs

What is the purpose of this letter to the SEC?

The letter provides the firm’s responses on behalf of America First Tax Exempt Investors, L.P. to comments on its Registration Statement on Form S-3, with corresponding revisions reflected in Amendment No. 1.

How does the company address the SEC’s request for tax-exempt distribution percentages?

The company states that the approximate percentage of tax-exempt distributions was 90% for 2012, 94% for 2011, and 89% for 2010, and notes corresponding disclosure revisions.

How does the letter describe the restructuring process involving tax-exempt mortgage revenue bonds?

The company describes partnering with a third-party developer to secure a tax-exempt mortgage revenue bond issuance, selling the multifamily property to a qualifying entity in connection with LIHTC syndication, and generally expecting restructurings within 36 months, with an operating plan if the property cannot obtain such bonds.

Sep 19, 2026

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