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The Borrower
The Borrower is Stuart Gardens II Housing Partners, LP, a Virginia limited partnership, formed for
the sole purpose of acquiring, rehabilitating, equipping, and operating the Project. Upon the issuance of the
Bonds, Stuart Gardens II Housing Management, LLC, a Virginia limited liability company (the “General
Partner”) is expected to own a 0.01% partnership interest in the Borrower, and the Federal Investor Limited
Partner is expected to own a 99.99% partnership interest in the Borrower.
Vitus Group, LLC (“Vitus”) has been in the business of acquiring, owning and developing
affordable apartment complexes for 30 years. Vitus was formed in 1993, and Vitus and its affiliates have
been involved in the development of more than 100 apartment complexes comprising approximately 15,000
apartment units across 29 states and the District of Columbia. These projects include more than 100 low-
income housing tax credit projects. Vitus shares like principals with the Borrower.
The Borrower has not acquired and does not intend to acquire any substantial assets or engage in
any substantial business activities other than those related to the Project. However, affiliates of the Borrower
may engage in the acquisition, development, ownership and management of other similar types of projects
that may be competitive with the Project.
Limited Recourse to Borrower
The Borrower and its partners will not (subject to certain exceptions to nonrecourse liability) be
personally liable for payments on the Promissory Note, the payments on which are to be applied to pay the
principal of and interest on the Bonds; nor will the Borrower (subject to certain exceptions to nonrecourse
liability) be personally liable under the other documents executed in connection with the issuance of the
Bonds and the making of the Loan. Furthermore, no representation is made that the Borrower will have
substantial funds available for the Project. Accordingly, neither the Borrower’s financial statements nor
those of its partners are included in this Official Statement.
Investor Limited Partners
Federal Tax Credit Equity. Simultaneously with the closing of the Bonds, the Borrower will sell
to the Federal Investor Limited Partner a 99.99% partnership interest in the Borrower intended to allow the
Federal Investor Limited Partner to acquire an equivalent percentage of the Federal Tax Credits available
to the Borrower. Pursuant to the sale, the equity funding of the Federal Tax Credits is expected to be paid
in stages during and after rehabilitation of the Project. Furthermore, the Federal Investor Limited Partner
will acquire 99.99% of the Federal Historic Tax Credits available to the Borrower. Pursuant to the sale, the
equity funding of the Federal Historic Tax Credits is expected to be paid in stages during and after
rehabilitation of the Project. The amounts to be paid for each installment are specified in “PLAN OF
FINANCING – Tax Credit Equity – Federal Tax Credit Equity” above.
State Tax Credit Equity. Additionally, simultaneously with the closing of the Bonds, the State
Investor Limited Partner will acquire 100% of the State Tax Credits. These funding levels and the timing
of the funding are subject to numerous adjustments and conditions which could result in the amounts funded
and/or the timing or even occurrence of the funding varying significantly from the projections set forth
above and neither the Issuer, the Underwriter nor the Borrower makes any representation as to the
availability of such funds. The amount to be paid for such installment is specified in “PLAN OF
FINANCING – Tax Credit Equity – State Tax Credit Equity” above.
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