SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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July 1, 2003
(Date of Report (Date of Earliest Event Reported))
MUNICIPAL MORTGAGE & EQUITY, LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware 011-11981 52-1449733
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
218 North Charles Street, Suite 500 21201
Baltimore, Maryland (Zip Code)
(Address of Principal Executive Offices)
(443) 263-2900
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On July 1, 2003, Municipal Mortgage & Equity, LLC (NYSE: MMA), known as
MuniMae, completed its acquisition of the Housing and Community Investing (HCI)
unit of Lend Lease Real Estate Investments, a subsidiary of Australian-based
Lend Lease Corporation Limited (ASX: LLC), for a purchase price of $102 million
in cash. HCI merged with MMA Financial, LLC, MuniMae's wholly owned operating
subsidiary. MMA Financial manages investments in real estate totaling $7.4
billion, representing approximately 220,000 apartment units. According to the
National Multifamily Housing Council, MMA Financial is currently the fourth
largest owner of apartments in the United States. Through the integration of
HCI's affordable housing tax credit syndication operation into MuniMae's
existing operations, MMA Financial becomes one of the nation's largest players
in the affordable housing industry.
HCI provides equity financing for a wide range of affordable housing
developments across the country. Developments include new construction,
substantial rehabilitations, and revitalizations of public housing. HCI
structures and manages low income housing tax credit investments for corporate
investors. As a syndicator of tax credits, HCI sources and acquires deals from
developers, structures the investments and manages the assets in the investment
for the 15-year holding period. MMA Financial will represent approximately 15%
of the tax credit syndication market with $4.5 billion in tax credit equity and
147,350 tax credit units under management.
To finance the transaction, MuniMae drew from an 18-month, LIBOR-based
acquisition facility in the amount of $120 million from RBC Capital Markets.
The amount of consideration paid was determined pursuant to arms-length
negotiations between the parties.
The foregoing description of the acquisition is qualified in its
entirety by reference to the full text of the Purchase and Sale Agreement, a
copy of which is filed as Exhibit 2.1 hereto and which is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of business acquired.
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Financial statements of the Registrant will be set forth as part of a
Form 8-K/A that the Registrant expects to file by September 14, 2003.
(b) Pro form financial information.
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Pro forma financial information for the Registrant reflecting the
acquisition described in Item 2 will be set forth as part of a Form
8-K/A that the Registrant expects to file by September 14, 2003.
(c) Exhibits.
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Exhibit No. Description of Document
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2.1 Purchase and Sale Agreement, dated as of May 14, 2003,
by and among Lend Lease Corporation Limited, a
corporation organized under the laws of New South
Wales, BFG-GP, Inc., a Massachusetts corporation, Lend
Lease (US) Services, Inc., a Delaware corporation,
Lend Lease Real Estate Investments, Inc., a Delaware
corporation, Midland Financial Holdings, Inc., a Florida
corporation, and MMA Financial, Inc., a Delaware
corporation
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, thereunto duly authorized.
MUNICIPAL MORTGAGE & EQUITY, LLC
Date: July 10, 2003 By: /s/ William S. Harrison
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William S. Harrison
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description of Document
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2.1 Purchase and Sale Agreement, dated as of May 14, 2003,
by and among Lend Lease Corporation Limited, a
corporation organized under the laws of New South
Wales, BFG-GP, Inc., a Massachusetts corporation, Lend
Lease (US) Services, Inc., a Delaware corporation,
Lend Lease Real Estate Investments, Inc., a Delaware
corporation, Midland Financial Holdings, Inc., a Florida
corporation, and MMA Financial, Inc., a Delaware
corporation