UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 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): April 3, 2007
AMERICA FIRST TAX EXEMPT INVESTORS, L.P.
(Exact name of Registrant as specified in its charter)
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| Delaware
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000-24843
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47-0810385 |
(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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| 1004 Farnam Street, Suite 400, Omaha, Nebraska
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68102 |
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(Zip Code) |
Registrant’s telephone number, including area code: (402) 444-1630
Not applicable
(Former name, former address and former fiscal year, if applicable)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On April 3, 2007, America First Tax Exempt Investors, L.P., (the “Issuer”) entered into an
underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets Corporation and
Stifel Nicolaus & Company, Incorporated as representatives for the underwriters named therein (the
“Underwriters”). The Underwriting Agreement provides for the sale by the Issuer of 3,225,000
shares representing assigned limited partnership interests in the Issuer. Under the terms of the
Underwriting Agreement, the Underwriters have the option, exercisable for a period of 30 days, to
purchase an additional 483,750 shares from the Issuer to cover overallotments. The Underwriting
Agreement contains customary representations, warranties, and agreements by the Issuer, customary
conditions to closing, indemnification rights, obligations of the parties, and termination
provisions. The offering is being made pursuant to the Issuer’s effective shelf registration
statement on Form S-3 relating to the sale of up to $100,000,000 of Issuer’s shares (Registration
No. 333-139864), as supplemented by the prospectus supplement, dated April 3, 2007. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
On April 4, 2007, the Issuer issued a press release, a copy of which is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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1.1 |
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Underwriting Agreement dated April 3, 2007, among RBC Capital Markets
Corporation and Stifel Nicolaus & Company, Incorporated and the Issuer. |
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99.1 |
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Press Release of the Issuer dated April 4, 2007. |