Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020
Investment Fund Leverage Lender: A to-be-formed entity, which is anticipated
to be 201 Main Street Financing Corp. (“Fund Lender”). The Fund Lender's
board of directors shall have at least a forty percent 40% differentiation from
the board of directors of Borrower, with such other requirements or restrictions
with respect to board of directors of Fund Lender and/or Borrower to be agreed
upon after Investor counsel’s review of Fund Lender's and Borrower’s
organizational documentation.
CDE/All : Mascoma Community Development, LLC (“AfCD” or
“Allocatee”)
Subsidiary CDE: MCD Subsidiary CDE 14, LLC (“Sud-CDB”), which is
anticipated ta owned 99,99% by Investment Fund and 0.01% by MCD. MCD
will be the managing member of Sub-CDE.
Borrower: A to-be-formed entity, which is anticipated to be 201 Main Street
Reat Estate Corp., a Non-Profit Special Purpose Entity (“Borrower”).
Borrower must be a “qualified active jow-income community business
(“QALICB”) as defined by Section 45D of the Internal Revenue Code of 1986,
as amended (the “Code”’).
to Inv Investment F Su E: Lathrop GPM LLP
Counsel to Borrower and Fund Lender: Drummond Woodsum Law
Accountant: Baker Titly US, LLP
Definitions:
CDFI Fund: Community Development Financial Institutions Fund
NMTC: New Markets Tax Credit
QALICB: Qualified Active Low-Income Community Business
QEI: Qualified Equity Investment
QLICI: Qualified Low-Income Community Investment
NMTC Compliance Period: Seven years from the date of funding of the QEI
into Sub-CDE.
NMTC Allocation:
Up to $9,750,000 of NMTC allocation from MCD. Please note that MCD has
issued a separate commitment fetter to you committing to provide the
referenced allocation in conection with the Project.
Transaction
Diagram/Finaucing
Structure
Description:
See draft structure diagram attached as Exhibit A, which is the general structure
anticipated, but will need to be approved, by all parties to the transaction and
we counsels, This transaction assumes a total of $9,750,000 of allocation from
CD.
The NMTC transaction will employ a “leveraged structure” whereby
Investment Fund will (i) be capitalized with $2,889,900 in equity from Investor
based on pricing anticipated to equal $0.76 per_credit,' and (ii) borrow a
' The amounts are premised on the transaction closing during the fourth calendar quarter of 2020.
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