UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 15, 2020

BCTC V ASSIGNOR CORP.

(Exact name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (888) 773-1487

One Boston Place, Suite 2100, Boston, Massachusetts 02108

(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

BCTC V Assignor Corp., a Delaware corporation (the “Corporation”), is the assignor limited partner of BF Garden Tax Credit Fund V L.P. (formerly known as Boston Capital Tax Credit Fund V L.P.), a Delaware limited partnership (the “Fund”). On September 11, 2020, Boston Capital Corporation, a Massachusetts corporation (“BCC”), Boston Capital Companion Limited Partnership, a Massachusetts limited partnership and an affiliate of BCC (“Companion”), an affiliate of BCC, and certain other affiliates of BCC entered into a definitive agreement with Boston Financial Investment Management, LP, a Delaware limited partnership (“BFIM”) and BFBC Holdings GP, LLC, a Delaware limited liability company and an affiliate of BFIM (together with BFIM, the “BFIM Parties”) pursuant to which the BFIM Parties agreed to acquire 100% of the partnership interests in Companion. Under the terms of that agreement, the BFIM Parties, through the acquisition of Companion, acquired, among other things, 100% of the issued and outstanding common stock of the Corporation, and 100% of the membership interests in Boston Capital Associates V L.L.C., the general partner (the “General Partner”) of the Fund (the “Transaction”). The Transaction closed on December 15, 2020 (the “Closing Date”). Following the closing of the Transaction, the Fund changed its name to “BF Garden Tax Credit Fund V L.P.” and the General Partner changed its name to “BF Garden Associates V L.L.C.” Additionally, effective as of the Closing Date, Corporate Investment Holdings, Inc., a Massachusetts corporation with Companion as its sole shareholder, became the sole member and sole manager of the Fund’s General Partner. The Corporation, which following the closing of the Transaction is wholly owned by Companion, continues to be the assignor limited partner of the Fund.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Upon the closing of the Transaction, all of the outstanding capital stock of the Corporation was acquired by Companion for an undisclosed amount, which is wholly owned by the BFIM Parties, resulting in a change in control of the Corporation. The BFIM Parties allocated $10,000 as the amount of consideration paid for the outstanding capital stock of the Corporation. Funding for the Transaction was provided by ORIX Corporation USA, the parent company of BFIM.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director and Officer Resignations

Effective upon the closing of the Transaction, John P. Manning, the sole director and President of the Corporation, resigned from his roles with respect to the Corporation. Additionally, Marc N. Teal, Senior Vice President and Chief Financial Officer of the Corporation, resigned from his roles with respect to the Corporation, including from his service as the Corporation’s principal accounting and financial officer.

Director Appointment

On the Closing Date, the Corporation’s sole shareholder elected Gregory Voyentzie to serve as sole director of the Board of Directors of the Corporation, effective immediately.

Except as otherwise set forth in this Item 5.02 of this Current Report on Form 8-K, there is no arrangement or understanding between Mr. Voyentzie and any other persons or entities pursuant to which Mr. Voyentzie was appointed to serve as a director. In addition, there are no transactions between the Corporation and Mr. Voyentzie that require disclosure under Item 404(a) of Regulation S-K.

Biographical information for each of the New Director is set forth below.

Gregory Voyentzie, age 51, has served as Chief Executive Officer of BFIM since June 2018. Mr. Voyentzie joined BFIM in 1999 and has over 26 years of experience in the affordable housing industry. Prior to his current position, Mr. Voyentzie was an Executive Vice President of BFIM and co-lead of the Production group, where he maintained joint responsibility for establishing the strategic direction of the syndication platform, identifying and marketing new capital sources and selecting property-level investments. Mr. Voyentzie has held several other senior positions within BFIM and has been a member of the firm's Investment Committee since 2005.

Executive Officer Appointments

Effective as of the Closing Date, the Corporation appointed Gregory Voyentzie to serve as President and Marie Reynolds to serve as Treasurer of the Corporation. In such capacities, Mr. Voyentzie will serve as principal executive officer and Ms. Reynolds will serve as principal accounting and financial officer of the Corporation. Biographical information for Mr. Voyentzie is set forth above. Biographical information for Ms. Reynolds is set forth below.

Marie Reynolds, age 54, is the Chief Financial Officer (CFO) and Chief Operating Officer (COO) of BFIM. Ms. Reynolds joined BFIM in 1995 and has 25 years of financial analysis and reporting experience within the affordable housing industry. In her role as CFO and COO of BFIM, Ms. Reynolds sets financial policy for BFIM and works with senior executives to set strategic direction and develop policies that have organization-wide impact. Ms. Reynolds was named BFIM’s CFO in 2014 and COO in 2020.

There is no arrangement or understanding between Mr. Voyentzie or Ms. Reynolds and any other persons or entities pursuant to which Mr. Voyentzie or Ms. Reynolds, respectively, was appointed as an executive officer of the Corporation. There is no family relationship between Mr. Voyentzie or Ms. Reynolds and any director or executive officer of the Corporation, and, there are no transactions between the Corporation and Mr. Voyentzie or Ms. Reynolds that require disclosure under Item 404(a) of Regulation S-K.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

The code of ethics of BFIM applies to the principal executive officer and principal financial officer of the Corporation. The code of ethics will be provided without charge to any person who requests it. Such request should be directed to the Fund at c/o Boston Financial Investment Management, LP, Attention: Investor Services Group, 101 Arch Street, 13^th Floor, Boston, Massachusetts 02110.

Signature

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 hereunto duly authorized.

Date: December 16, 2020