CC SR 20250916 C - AMCAL Loan Senior Housing
CITY COUNCIL MEETING DATE: 09/02/2025
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration to receive updated information on the transfer of operator interests in
Crestridge Senior Apartments from AMCAL to TruAmerica.
RECOMMENDED COUNCIL ACTION:
(1) Receive and file the Consent Letter, prepared by the City Attorney’s Office and
signed by City Manager Mihranian, related to the transfer of operator interests in
Crestridge Senior Apartments from AMCAL Multi-Housing, Inc.’s Administrative
General Partner Interest to TA MIM Mirandela LLC.; and,
(2) Replace the Nonprofit General Partnership from Las Palmas Foundation to AHA
MGP Los Angeles IX, LLC.
FISCAL IMPACT: None.
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Anita Luck, Special Counsel, Aleshire & Wynder, LLP AL
Vina Ramos, Director of Finance VR
Brandy Forbes, Director of Community Development
REVIEWED BY: Catherine Jun, Deputy City Manager CJ
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. August 14, 2025 Letter Consent (page A-1)
B. Mirandela Letter to City (page B-1)
BACKGROUND:
In 2009, the former Rancho Palos Verdes Redevelopment Agency (“RDA”) entered into
a Disposition and Development Agreement (“DDA”) with AMCAL Rancho Mirandela
Fund, L.P. (“Mirandela”) regarding the disposition of certain land to Mirandela to develop
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a senior housing project called the Crestridge Senior Housing Project (“Project”) at 555
Crestridge Road. The Project consisted of 35 senior apartments, of which 34 are
restricted to low- and moderate-income levels (including extremely low, very low, and low
income). Furthermore, the DDA had certain limitations on the transfer of interests in the
Project until completed. The Project was completed in December 2010 and has been
operating for approximately 15 years.
In connection with the construction of the Project, the RDA loaned $6,790,000 to
Mirandela, pursuant to a Promissory Note executed by both parties (the “Note”). The
Note was payable from excess cashflow from the project (primarily from rents) after
payment of all other obligations. The current balance of the Loan is now $9,059,102
(principal and accrued interests) and has since been assigned to the City of Rancho Palos
Verdes pursuant to that Assignment of Housing Loans dated October 2, 2012. The
principal and accrued interests balance is recorded as a note receivable in the City’s Low
Moderate-Income Housing (Fund 336). The fund was established to account for low- and
moderate-income housing assets that were transferred to the City after electing to retain
the housing assets and functions of the former RDA, which was dissolved on January 31,
2012. The loan accrues at a simple interest rate of 3% per annum and is due on
December 22, 2065.
DISCUSSION:
Recently, Mirandela sent the City a letter (Attachment B) regarding the following:
• The sale of AMCAL Multi-Housing, Inc.’s Administrative General Partnership
interest in Mirandela to TA MIM Mirandela LLC (“AGP”); and
• The replacement of AMCAL Mirandela Fund L.P.’s nonprofit Managing General
Partner from Las Palmas Foundation to AHA MGP Los Angeles IX, LLC . pursuant
to Section 16901 et seq. of the California Corporations Code.
This transaction is part of a much larger transaction in which two firms, Manulife and
TruAmerica Multifamily, a national owner and operator of multifamily units (“TruAmerica”),
are entering into a joint venture to invest in affordable multifamily properties. Manulife, as
one of the largest life insurance companies in the world, is entering into a joint venture
with TruAmerica due to their expertise in multifamily real estate. Furthermore, Manulife
ultimately has an ownership stake of over 90% of the incoming AGP. Thus, although the
property management company on Mirandela remains the same, TruAmerica will be
taking over AMCAL’s role as the overall operator due to its experience in multifamily asset
management. Manulife will be providing capital for this overall portfolio transaction. As
part of the review process, the City Staff has also reviewed the Manulife financials.
The City Manager, as the Chief Administrative Director of the Successor Agency to the
Former RDA, executed a Consent Letter (Attachment A) acknowledging the transfer of
the interests. Pursuant to the Consent Letter, none of City’s interests or priorities of its
liens related to the project, including the Agency Note or any regulatory agreement or
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deed of trust is affected by the action. There is no language in the DDA or loan requiring
consent for transfer of their interest following completion of the project, but the City has
accommodated TruAmerica’s request to provide the letter, allowing the transaction to
proceed without delay.
Overall, this change has no impact on the City’s Successor Agency loan, other than the
shift in ownership and related name adjustments. The following assurances were included
in the Consent Letter (Attachment A):
• The City will review the financial statements of Manulife, the majority investor in
the Administrative General Partner, which is a multibillion-dollar investment fund.
• The Partners confirm, through their signatures, that the City’s, Successor Agency’s
and Housing Authority’s interests in loan repayments will not be diluted or
adversely affected by the sale of AMCAL Multi-Housing, Inc.’s General Partner
interest to TA MIM Mirandela LLC, or the replacement of Las Palmas Foundation
with AHA MGP Los Angeles IX, LLC as Managing General Partner.
• All agreements related to the project, including the regulatory, development, and
loan agreements, will remain in full force and effect, binding on the relevant
entities, and retain the same priority as before the ownership change.
• The ownership change is part of TruAmerica’s expansion into affordable housing,
as it continues to grow its portfolio as one of the largest multifamily real estate
asset managers in the U.S.
CONCLUSION:
The City Council is being asked to receive and file the Consent Letter related to the
transfer of operator interests in Crestridge Senior Apartments from AMCAL to
TruAmerica.
ALTERNATIVES:
In addition to Staff’s Recommendations, the following alternative actions is available for
the City Council’s consideration:
1. Take other action as deemed appropriate.
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ADMINISTRATION DEPARTMENT
CITY MANAGER’S OFFICE
30940 HAWTHORNE BLVD. / RANCHO PALOS VERDES, CA 90275-5391 / (310) 544-5207 / FAX (310) 544-5291 / WWW.RPVCA.GOV
August 14, 2025
Michael McCloud, Vice President of Asset Management
AMCAL Multi-Housing, Inc.
30141 Agoura Road, Suite 100
Agoura Hills, California 91301-4332
SUBJECT: Lender consent to sale of AMCAL Multi-Housing, Inc.’s Administrative
General Partner Interest to TA MIM Mirandela LLC and replace the
Nonprofit General Partnership from Las Palmas Foundation to AHA MGP
Los Angeles IX, LLC
Dear Mr. McCloud:
We are in receipt of AMCAL’s letter dated October 7, 2024, regarding the sale of
AMCAL Multi-Housing, Inc.’s Administrative General Partnership interest to TA MIM
Mirandela LLC and the replacement of AMCAL Mirandela Fund L.P.’s nonprofit
Managing General Partner from Las Palmas Foundation to AHA MGP Los Angeles IX,
LLC pursuant to Section 16901 et seq. of the California Corporations Code.
On March 20, 2009, AMCAL Mirandela Fund, L.P. executed a loan with Rancho
Palos Verdes Redevelopment Agency in the amounts of $6,790,000 (the “Loan”) for
acquisition and new construction of the Mirandela Senior Apartments located at 5555
Crestridge Rd, Rancho Palos Verdes, CA 90275. The Loan has since been assigned
to the City of Rancho Palos Verdes pursuant to that Assignment of Housing Loans
dated October 2, 2012. As of this date, AMCAL Mirandela Fund, L.P. is owned by
AMCAL Multi-Housing, Inc., a California corporation, its Administrative General
Partner and Las Palmas Foundation, a California nonprofit public benefit corporation,
its nonprofit Managing General Partner.
In accordance with the Loan, the City of Rancho Palos Verdes hereby consents to the
sale of AMCAL Multi-Housing, Inc.’s Administrative General Partner interest to TA
MIM Mirandela LLC, and to the replacement of Las Palmas Foundation, nonprofit
Managing General Partner with AHA MGP Los Angeles IX, LLC.
A-1
Lender Consent to Sale of AMCAL Multi-Housing, Inc.’s Administrative General Partner Interest
August 14, 2025
Page 2
The consent herein is based on the following review and assurances of the new
limited and general partners (collectively the “Partners”) of AMCAL Multi-Housing,
Inc., as shown by their duly authorized signatures below:
a)review by the City of the financial statements of Manulife which entity is a
majority investor in the Administrative General Partner or its subsidiary and is a
multibillion dollar investment fund;
b)assurances by the Partners, as evidenced by their signatures below, that the
interests of the City, Successor Agency or Housing Authority in the Loan’s
repayments are not being diluted or adversely affected by the sale of the interests of
the AMCAL Multi-Housing, Inc.’s Administrative General Partner interest to TA MIM
Mirandela LLC, and to the replacement of Las Palmas Foundation, nonprofit
Managing General Partner with AHA MGP Los Angeles IX, LLC.
c)all the agreements related to the project and development including the
regulatory agreement, development agreement, loan agreement and related
agreements which affect the City, the Successor Agency and Housing Authority
remain in full force and effect and are binding on the entities therein at the same
priority as prior to the change of ownership.
d)the change is taking place because TruAmerica, as of the largest multifamily
real estate asset managers in the United States, is expanding its asset base to
include affordable housing.
If you have questions or concerns, please contact Brandy Forbes at 310-544-5287
or at bforbes@rpvca.gov.
Sincerely,
ARA MIHRANIAN, CITY MANAGER
A-2
Lender Consent to Sale of AMCAL Multi-Housing, Inc.’s Administrative General Partner Interest
August 14, 2025
Page 3
Accepted, Agreed to and assurances confirmed by:
AMCAL Mirandela Fund L.P.
a California limited partnership
By: AMCAL Multi-Housing, Inc.,
a California corporation
Its: Administrative General Partner
By: ____________________
Name: ____________________
Title: ____________________
TA MIM Mirandela LLC
a Delaware limited liability company
_________________________________________
Tammi Warner, Authorized Signatory
AHA MGP Los Angeles IX, LLC
a California limited liability company
By: Affordable Housing Access, Inc.
a California nonprofit public benefit corporation
Its: Sole Member and Manager
By: ____________________
Name: ____________________
Title: ____________________
A-3
4922-1723-1970.1
August 21, 2025
Michael McCloud, Vice President of Asset Management
AMCAL Multi-Housing, Inc.
30141 Agoura Road, Suite 100
Agoura Hills, California 91301-4332
SUBJECT: Lender consent to sale of AMCAL Multi-Housing, Inc.’s Administrative General
Partner Interest in AMCAL Mirandela Fund, LP to TA MIM Mirandela LLC and
replace the Nonprofit General Partnership from Las Palmas Foundation to AHA
MGP Los Angeles IX, LLC
Dear Mr. McCloud:
We are in receipt of AMCAL’s letter dated October 7, 2024, regarding the sale of AMCAL Multi-
Housing, Inc.’s Administrative General Partnership interest in AMCAL Mirandela Fund, LP to
TA MIM Mirandela LLC and the replacement of AMCAL Mirandela Fund L.P.’s nonprofit
Managing General Partner from Las Palmas Foundation to AHA MGP Los Angeles IX, LLC
pursuant to Section 16901 et seq. of the California Corporations Code.
On March 20, 2009, AMCAL Mirandela Fund, L.P. executed a loan with Rancho Palos
Verdes Redevelopment Agency in the amounts of $6,790,000 (the “Loan”) for acquisition
and new construction of the Mirandela Senior Apartments located at 5555 Crestridge Rd,
Rancho Palos Verdes, CA 90275. The Loan has since been assigned to the City of Rancho
Palos Verdes pursuant to that Assignment of Housing Loans dated October 2, 2012. As of
this date, AMCAL Mirandela Fund, L.P. is owned by AMCAL Multi-Housing, Inc., a California
corporation, its Administrative General Partner and Las Palmas Foundation, a California
nonprofit public benefit corporation, its nonprofit Managing General Partner.
In accordance with the Loan, the City of Rancho Palos Verdes hereby consents to the sale
of AMCAL Multi-Housing, Inc.’s Administrative General Partner interest to TA MIM Mirandela
LLC, and to the replacement of Las Palmas Foundation, nonprofit Managing General Partner
with AHA MGP Los Angeles IX, LLC.
The consent herein is based on the following review and assurances of the new limited and
general partners (collectively the “Partners”) of AMCAL Mirandela Fund, LP, as shown by
their duly authorized signatures below:
a) review by the City of the financial statements of Manulife which entity is a majority
investor in the Administrative General Partner or its subsidiary and is a multibillion dollar
investment fund;
b) assurances by the Partners, as evidenced by their signatures below, that the
interests of the City, Successor Agency or Housing Authority in the Loan’s repayments are
B-1
Joseph M. Michaels
President
B-2
B-3
B-4