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Los Angeles • New York • Washington, D.C. • Chicago • Orange County • Charleston / Miami September 6, 2024
VIA FEDEX AND EMAIL
City of Merced City of Merced
678 West 18'h Street 678 West 18th Street
Merced, California 95340 Merced, California 95340
Attn: Craig Cornwell, City Attorney Attn: Scott McBride, City Manager Email: [email protected] Email: [email protected] Re: Request for Subordination Agreement:
Project: Sunny View, 1108 D Street, Merced, CA
Borrower: Sunny View of Merced, LP, a California limited partnership Lender: City of Merced
Loan: $1,761,000.00 loan pursuant to that certain City Loan Agreement dated as of December 5, 2005
Gentlemen:
Borrower intends to effectuate certain organizational transfers, as more particularly described herein (the "Transfer") and, in connection with the consummation of such Transfer, Borrower intends to refinance the existing senior financing encumbering the Project.
Borrower's current organizational structure is set forth on Exhibit A-1. The interests in Borrower currently held by affiliates of Highridge Costa will be transferred to affiliates of Standard Communities, with the final intended structure set forth on Exhibit A-2. This organizational transfer is part of a larger portfolio transaction.
Standard Communities is an experienced multifamily apartment project owner and currently owns nearly 19,500 residential units (including, more than 18,400 affordable and workforce housing units) across the United States. A company overview for Standard Communities and its key principals, Scott Alter and Jeffrey Jaeger, is attached as Exhibit B.
In connection with the intended refinancing, Borrower's lender, CBRE as originator for a Freddie Mac loan, is requiring a subordination agreement from the City of Merced, subordinating
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the City's subordinate loan and the City's regulatory agreement to the new Freddie Mac loan. We have enclosed the form Subordination Agreement for your review.
Our closing date for this transaction is no later than October 15, 2024. In order to meet our closing deadline, we need to have all documents final and executed no later than October 1, 2024.
We request that you let us know as soon as possible what information you may need in order to process the above-describe request for subordination as soon as possible. Please direct communication on this matter to Keith Dragoon and Katherine Smith of Standard Communities and Alyssa Gauthier-Barrett of Rutan & Tucker, LLP.
Should you have any questions regarding the foregoing, please do not hesitate to contact me.
Very truly yours,
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Seith Dragoon
‹eith Dragoon, Mavaging Directo
CC: Mr. Keith Dragoon ([email protected]) Ms. Katherine Smith ([email protected])
Mr. Patrick Muto ([email protected])
Alyssa Gauthier-Barrett ([email protected])
Deja Hemingway ([email protected])
Enclosure
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Exhibit A-1
Pre-Transfer (Existing) Organizational Chart
Sunny View Apartments:
Deal Organizational Chart
"Before"
estorm
Community
Housing, Inc.
Sunny View of
(California)
Sunny View *Note: these entities are currently affiliated with Apartments Highridge Costa and will be replaced upon acquisition.
Exhibit A-2
Post-Transfer (Proposed) Organizational Chart
Sunny View Apartments:
Deal Organizational Chart
"After"
lousine:
Standard HC O1
Standard HC OF SPE Manager LIC
LLC
(Delaware) (Delaware)
Manage:
Western andard Suna tandard Sunr
Community iew LP LI
Housing, Inc
(Delaware) (Delaware)
*SLE
99.97%
Sunny View of
(California)
Summe Tiere *Note: these are replacement entities at acquisition. For these entities, Standard HC OF LLC is the sole member,
and Standard HC OF SPE Manager LLC is the non-
member manager.
Exhibit B
Company Overview - Standard Communities
[See Attached]
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Company Overview
www.standard-communities.com
February 2024
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Standard Communities Overview
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Standard Communities
Institutional Experts Diversified Experienced Nationwide Full-service investment Specialists in the Owns nearly 19,500 Since 2008, Standard Offices in Los Angeles, and asset acquisition. residential units Communities has New York, Washington management fir. rehabilitation, and (including, 18,400+ completed more than D.C., Chicago, preservation of "at- affordable and $4.6 billion of property Charleston, Miami, and risk" affordable workforce housing acquisitions and Orange County. housing. units) across the U.S. rehabilitations, California. including more than 50
separate LIHTC
transactions covering
over 9,500 units.
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Standard's Real Estate Portfolio
Regional Breakdown:
West Coast:
39 Properties
Northeast:
39 Properties
Midwest:
AHF50 15 Properties
Southeast:
33 Properties
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Select Transactions
Converted 300 units in Arlington, VA Acquisition of a 379-unit 100% $18MM acquisition of 65 one- and two- from market rate to affordable with affordable housing community in bedroom units in Canton, MA. A $2.4 60% AMI rent restrictions through a Honolulu, Hawail. This is the largest million renovation is underway to LIHTC regulatory agreement that FHA deal and largest Project-Based improve and modernize the covers 100% of the units. Section 8 transaction in Hawaii state community. history.
2023 11 1,450+ 2,200+ $520mm+
communities units New residents Total
HIGHLIGHTS acquired acquired served capitalization
Chaund
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Select Transactions
$196mm acquisition of a 559-unit three- Led a public-private partnership to Acquisition of 28 general partnership property affordable senior portfolio in convert a 176-unit community to interests in existing Low Income Housing Escondido, Livermore, and Anaheim, affordable from market rate. A $3mm Tax Credit partnerships owning 3,151 CA. Standard completed the renovation is planned, including project based section 8 units across Florida transaction in partnership with Housing energy efficiency upgrades and and Georgia. on Merit and an institutional joint addressing deferred maintenance. venture equity partner.
2022 41 5,500+ 14,100+ +$718mm
Deals units New residents Total
HIGHLIGHTS closed acquired served capitalization
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Select Transactions
$55.5mm acquisition of a 300-unit $31.2mm transaction to preserve the $38mm Public-Private Partnership with existing Section 8 property in affordability of all 61 units at an NJHMFA that extended the affordability Charleston, SC. A $22mm rehab is apartment community in downtown of all 169 units in a community in Atlantic underway that will upgrade the entire Pasadena, CA as senior affordable City for the next 30 years. A $10mm rehab community without displacing housing for the next 55 years. is underway that will upgrade the entire residents. community.
2021 26 4,400+ 10,500+ +$1.5B
Deals Units New residents Total
HIGHLIGHTS acquired served capitalization
closed
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$29mm acquisition of 42 Section 8 $26mm acquisition of 120 family units $65mm acquisition of a 97-unit mixed- family units in Washington, D.C. Four in Summerville, SC. The community is income property in Methuen, MA and units were added to the site as part of 100% LIHTC and 100% project-based a 156-unit naturally occurring an extensive renovation. The section 8. Upon acquisition, Standard affordable senior community in transaction preserved and extended executed a new section 8 contract Westwood, MA using private capital. the community's affordability for the that covered all units for another 20 next 30 years. years.
2020 972 1,390+ 228
units New residents Unit renovations
HIGHLIGHTS preserved served completed
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$223.9MM Public-Private Partnership with $23.6MM acquisition of a 126-unit $50MM acquisition and renovation Hawaii Housing Finance & existing LIHTC property in using LIHTCs and Tax-Exempt Bonds Development Corporation to reposition Woodbridge, VA. All units are of 128 units in Fairfield, CA. The and expand the affordability of a 1,221- restricted to 60% AMI rents. $7.2MM rehab of this Section 8 unit portfolio. The project is privately property will upgrade the entire funded, including an $85MM, tenant-in- community without displacing place renovation. residents.
2019 1,706 3,650+ 1,339
units New residents Unit renovations
HIGHLIGHTS oreserved served completed
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$205MM acquisition, preservation, $64.3MM acquisition, renovation, and $22.1MM acquisition and renovation and renovation of an 875-unit, ó preservation as affordable housing Using LIHTCs and Tax-Exempt Bonds of building Senior Section 8 portfolio in using LIHTCs and Tax-Exempt Bonds of a 106-unit property with a Section 8 the Chicago area. Largest single- a 187-unit Senior property with a HAP contract serving Seniors in transaction Tax-Exempt Bond/4% Section 8 HAP in Sacramento, CA. Providence, Rhode Island.
LIHTC deal in IL history.
2018 1,311 1,930+ 829
units New residents Unit renovations
HIGHLIGHTS served completed
preserved
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$115MM acquisition and preservation $50MM acquisition of an existing $78MM acquisition, rehabilitation, of a 151-unit apartment property with Section 42 LIHTC property with 276 and preservation as affordable a Project-Based Section 8 contract in units in Gainesville, VA during its housing of 240 Section 8 HAP units in Midtown Manhattan, NYC. extended compliance period. San Diego, California using LIHTC and Tax-Exempt Bonds.
2017 1,319 2,540+ 1,150
Units New residents Unit renovations
HIGHLIGHTS preserved served completed
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$78MM acquisition, rehabilitation, and $94MM acquisition and rehabilitation $46.6MM acquisition and renovation preservation of a 240-unit affordable of a 549-unit property in Washington, utilizing LIHTCs and Tax-Exempt Bonds housing property with 182 Section 8 D.C. The affordability of the property of a 124-unit multifamily housing HAP units in San Diego, California was enhanced and extended, and 72 property with a Section 8 HAP HAP units were transferred to the site contract in Westchester County, NY. via 8(bb).
2016 1,644 3,650+ 550
units New residents Unit renovations
HIGHLIGHTS preserved served completed
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Sustainability, Services and Philanthropy
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Energy & Sustainability
Goals & Objectives
• Reduce Carbon Pollution, Energy Consumption, and Potable Water Consumption individually 20% by 2030, compared to a 2020 baseline
• Strive to install solar energy in all new projects and renovations • Conduct an energy audit and Enterprise Green Communities certification feasibility study for new builds and substantial rehabilitations
• Pursue bulk energy supply contracts prioritizing renewable energy
• Develop a master metering strategy for energy and water while implementing cutting-edge water conservation
technologies
• Plan and implement an Indoor Air Quality Management Plan at all properties
Better Buildings Enterprise ENERGY
CHALLENGE green STAR NCI
lOcommunities energyk PARTNER
U.S. DEPARTMENT OF ENERGY
USGBC
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Sustainability Profile
Fort Chaplin Park Apartments
• Largest rooftop community solar system in D.C., spanning 45 buildings
• Generates 1.5 million + kWh of energy annually, which is the equivalent to offsetting the greenhouse emissions of 229 cars per year
• Saves residents up to $500 per year on their electric bills • 5,000 square foot LEED Silver Community Center complete with a green roof
• Features a full-length pool and amenities such as a gym, computer room, and day care center
• This Community Center serves as the hub for all social services and community programming
• Enterprise Green Communities certified
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Certified B Corporation
Certified B Corporation since April 2023
• Standard Communities joins an international movement of more than 6,500 purpose-driven businesses that meet B Certified Corp's high standards of verified performance,
accountability, and transparency on factors from employee This company is committed to benefits and charitable giving to supply chain practices B accountability, transparency, and input materials.
a and continuous improvement.
• Certified B Corporations are leaders in the global
movement for an inclusive, equitable, and regenerative
economy.
• Standard is the first affordable housing company to receive Corporation this designation.
WE MEASURE MORE
THAN PROFIT.
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Corporate Philanthropy
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• Standard Plus Foundation's mission is to foster strong, inclusive, and equitable communities in the markets we serve
• Resident Relief Fund to help residents who have been most adversely impacted by COVID-19
• Provided free COVID-19 protection kits to approx. 18,500 low- income residents across our portfolio
• Distributed more than 6,000 meals to residents of our affordable housing communities in New York City and the surrounding metro area
• Facilitated a donation of $13,600 to the Thomas House Family Shelter in Orange County, CA to help further the non-profit organization's response to the COVID pandemic
dintech"
• STANDARE
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Standard Communities Team
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Standard Team - Key Principals
Scott J. Alter Jeffrey E. Jaeger
Co-Founder of Standard Communities Co-Founder of Standard Communities Scott J. Alter is Co-Founder and Principal of Standard Jeffrey E. Jaeger is Co-Founder and Principal of Standard Communities. As Principal, Mr. Alter manages all aspects of Communities. Mr. Jaeger is responsible for all facets of investments, asset management, construction, financial investments, asset management, construction, financial structuring, and corporate strategy for Standard Communities. structuring, and the strategic direction of Standard Since co-founding Standard Communities in 2008, Mr. Alter Communities. Under Mr. Jaeger's leadership, Standard has led Standard to become a California Benefit Corporation Communities has become one of the 50 largest and one of the 50 largest affordable housing owners in the affordable housing owners in the country, with a portfolio country, with more than $4 billion in AUM and over 19,000 of 120 deals totaling over 19,000 units. units.
Over the course of his career, Mr. Jaeger has played an Over the course of his career, Mr. Alter has played an integral essential role in the acquisition, management, disposition, role in the acquisition, management, disposition, and and financing of real estate transactions. financing of real estate transactions.
Active in the Los Angeles philanthropic community, Mr.
Well-known in the philanthropic community, Mr. Alter serves Jaeger is a current Board Member and Co-Founder of on the Host Committee for the Stanford Center on Housing on Merit, a California-based non-profit focused Philanthropy and Civil Society and is a current Board Member on creating a bridge to permanent affordable housing for and Co-Founder of Housing on Merit, a California based non- vulnerable populations. Mr. Jaeger is also a current Board profit focused on creating a bridge to permanent affordable Member of Inner-City Arts, one of the nation's most housing for vulnerable populations. Additionally, Mr. Alter is an effective arts-education providers located in the heart of active board member of multiple locally-focused community Skid Row, Los Angeles. He earned a Bachelor of Arts organizations in New York City. Mr. Alter earned a Bachelor of degree from the University of California, Berkeley.
Science degree in Industrial and Labor Relations from Cornell University with a concentration in Labor Economics and
Finance.
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