UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | January 1, 2006 |
BOSTON CAPITAL TAX CREDIT FUND V L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-26200 04-3208648
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
c/o Boston Capital Corporation,
One Boston Place, Boston, Massachusetts 02108-4406
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code | (617) 624-8900 |
None
(Former name or former address, if changed since last report)
Item 5.Other Events
As of January 1, 2006 Boston Capital Tax Credit Fund V L.P., a Delaware limited partnership, specifically Series 47 thereof, entered into various agreements relating to Dawn Springs Villa, a Kentucky limited partnership (the "Operating Partnership") on behalf of Series 47 of the Partnership, including the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of March 1, 2005 (the "Operating Partnership Agreement"), pursuant to which Series 45 acquired a limited partner interest in the Operating Partnership. Capitalized terms used and not otherwise defined herein have their meanings set forth in the Operating Partnership Agreement.
The Operating Partnership owns a 24 unit apartment complex for elderly locatedin Laurel County, Kentucky, which is known as Dawn Springs Villa (the "Apartment Complex"). The Apartment Complex consists of 6 buildings containing 0 one-bedroom units, 24 two-bedroom units and 0 three-bedroom units. Amenities include community room, exercise room, storage and washer/dryer hook-ups. Construction of the Apartment Complexcommenced in February 2005 and is scheduled for completion in January 2006. 100% Occupancy is scheduled for April 2006.
The Operating Partnership is receiving construction financing in the amount of $607,100 (the "Construction Mortgage") from Federal Home Loan Bank (FHLB). The Construction Mortgage bears interest at the rate of 2% per annum and has a 30 year amortization period and 30 year term. The Operating Partnership expects to receive permanent financing in the amount of $607,100 (the "Permanent Mortgage") from fmHA. The Permanent Mortgage is expected to bear interest at 1% per annum payable over a 30 year amortization period and a 30 year term
It is expected that 100% of the rental apartment units in the Apartment Complex will qualify for the low-income housing tax credit (the "Tax Credits") under Section 42 of the Internal Revenue Code of 1986, as amended (the "Code").
The general partner of the Operating Partnership is Dawn Springs Villa Holdings, LLC, (the "General Partner"). The principal of the General Partner is Garry Watkins.
Series 47 acquired its interest in the Operating Partnership directly from the Operating Partnership in consideration of an agreement to make a Capital Contribution of $591,815 to the Operating Partnership in 3 installments as follows:
The all three Installments have been paid by Series 47.
The total Capital Contribution of Series 47 to the Operating Partnership is based on the Operating Partnership receiving $2,087,740 in Tax Credits during the 11-year period commencing in 2006 of which 34.99% ($730,636) will be allocated to Series 47 as the Investment Limited Partner of the Operating Partnership.
Series 47 believes that the Apartment Complex is adequately insured.
Ownership interests in the Operating Partnership are as follows, subject in each case to certain priority allocations and distributions as set forth in the Operating Partnership Agreement:
Profits, Losses and Tax Credits from Normal Operations | Capital Transactions | Cash Flow | |
General Partner | .01% | 73% | 80% |
Series 47 | 99.99% | 27% | 20% |
Special Limited Partner | 0% | 0% | 0% |
The Special Limited Partner of the Operating Partnership is BCTC 94, Inc., an affiliate of Series 47.
Series 47 used funds obtained from the payments of the holders of its beneficial assignee certificates to make the acquisition of its interest in the Operating Partnership.
Boston Capital, or an Affiliate thereof, will receive a fee (the "Asset Management Fee") commencing in 2005 from the Operating Partnership, for services in connection with the Operating Partnership's accounting matters and the preparation of tax returns and reports to the Partnership, in the annual amount of $2,500. The Asset Management Fee for each Fiscal Year will be payable from Cash Flow in the manner and priority set forth in Article XI of the Operating Partnership Agreement, provided, however, that if, in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Operating Partnership as a Subordinated Loan. If for any reason the Asset Management Fee is not paid in any Fiscal Year, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X of t he Operating Partnership Agreement.
The Operating Partnership will pay the General Partner a fee (the "Partnership Management Fee") commencing in 2005 for services in connection with the administration of the day-to-day business of the Operating Partnership in an annual amount equal to $0. The Partnership Management Fee for each fiscal year of the Operating Partnership shall be payable from Cash Flow in the manner set forth in Section XI of the Operating Partnership Agreement. If for any reason the Partnership Management Fee is not paid in any Fiscal Year, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X of the Operating Partnership Agreement.
In consideration of its consultation, advice and other services in connection with the construction and development of the Apartment Complex, the Operating Partnership will pay the Developer a fee (the "Development Fee") in the principal amount of $200,000. The Development Fee, 200,000, shall be due and payable only in accordance with Section 6 of the Development Agreement and, if not sooner paid, the total amount then outstanding will be payable on the tenth (10th) anniversary of the end of the Tax Credit Period from the proceeds of an additional General Partner Capital Contribution.
Item 7. Exhibits.
(c) | Exhibits. | Page | |
(1) | (a) | Form of Dealer-Manager Agreement between Boston Capital Services, Inc. and the Registrant (including, as an exhibit thereto, the form of Soliciting Dealer Agreement) | |
(2) | (a) | Agreement of Limited Partnership of the Partnership | |
Incorporated by reference to Exhibit (1) to Registration Statement No. 33-70564 on Form S-11, as filed with the Securities and Exchange Commission.
2 Incorporated by reference to Exhibit (2) to Registration Statement No. 33-70564 on Form
S-11, as filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
Dated: July 5, 2007
BOSTON CAPITAL TAX CREDIT FUND V L.P.
By: Boston Capital Associates V L.P.,
its General Partner
By: BCA Associates Limited Partnership, its
General Partner
By: C&M Management, Inc., its
sole General Partner
By: /s/ John P. Manning__
John P. Manning, President
