Venable represents tax credit investors, syndicators, community development entities, lenders, and developers in all aspects of tax credit financing transactions. We assist clients with:
- Structuring and closing transactions utilizing one or more forms of tax credits
- Forming funds for tax credit syndication
- Compliance and asset management issues
- Secondary market purchases and sales of credits
- Unwinding ventures at the end of the credit period
- All matters relating to Community Reinvestment Act (CRA) reporting and compliance
Additionally, we have significant experience structuring tax credit transactions to permit the realization of tax benefits in the context of projects involving government and nonprofit entities.
Our experience relates to all forms of development-subsidy federal and state tax credits, including:
- New Markets Tax Credits
- Historic Tax Credits
- Low Income Housing Tax Credits
- State and Local Tax Incentives
- Opportunity Zones
New Markets Tax Credits
Venable has extensive experience with New Market Tax Credit (NMTC) financing transactions. Drawing upon the combined experience of an interdisciplinary team of attorneys from our corporate, finance, tax, and real estate practice groups, we provide comprehensive legal counsel to our clients participating in the NMTC program or in NMTC transactions. Our attorneys deliver practical, creative, and efficient legal solutions for our clients while ensuring compliance with the complex federal and state NMTC requirements.
We regularly counsel lenders, community development entities (CDEs), and developers on (1) structuring, negotiating, and closing on transactions; (2) tax analysis and opinions; (3) compliance and due diligence; and (4) applications to and allocation agreements with the CDFI fund.
- Advised a Washington, DC-based CDE in connection with its providing
- $6,000,000 in NMTC financing for the development of a campus of a charter school in the District of Columbia, in which another CDE provided $3,000,000 in NMTC financing
- $11,316,000 in NMTC financing related to the development of the commercial component of a project in the District of Columbia, in which another CDE also provided $10,000,000 in NMTC financing and other parts of the overall project received HUD and LIHTC financing.
- Advised a national CDE on approximately 25 NMTC transactions over the last five years (involving more than $150,000,000 in federal NMTCs and $25,000,000 in state NMTCs), including
- $13,500,000 in federal NMTC financing and $6,417,094 in Florida NMTC financing (in a stacked structure) to a qualified low-income community business to acquire and develop a social service facility located in Miami, Florida, in a transaction with two investors and another CDE providing an additional $5,000,000 in federal NMTCs;
- $13,000,000 in federal NMTC financing and $2,777,783 in Mississippi NMTC financing to a qualified low-income community business to finance the demolition and new construction of a hospital in Louisville, Mississippi, which was destroyed by an EF-4 tornado in April 2014, in a transaction with a federal investor, two state investors, and four other CDEs providing an additional $30,870,000 in federal and state NMTCs;
- $5,000,000 in Kentucky New Markets Tax Credits financing, in a stacked financing structure, to qualified low-income community business located in Lexington, Kentucky, in which another CDE also provided $5,000,000 in Kentucky NMTC financing and a third CDE provided $9,000,000 in federal NMTC financing;
- $8,000,000 in federal NMTC financing to an affiliate of a hospital for the development and construction of a health center located in Williamsport, Pennsylvania, in a transaction with two other CDEs for a total of $18,000,000 in NMTC financing;
- $10,000,000 in federal NMTC financing and $4,807,692 in Florida New Markets Tax Credits financing to qualified low-income community business located in Riviera Beach, Florida, in which another CDE (also represented by Venable) provided an additional $4,807,692 in Florida NMTC financing; and
- $9,000,000 in NMTC financing to an affiliate of a nonprofit entity for the acquisition, construction, and operation of a hospital located in Jackson, Mississippi, in a transaction with two other CDEs for a total of $26,000,000 in NMTC financing.
- Represented a bank that provided a bridge loan in a twinned NMTC and federal and state historic tax credit financing transaction.
- Counseled an equity and debt holder of a company that was engaging in a NMTC transaction and also provided NMTC structuring recommendations in other potential NMTC transactions.
- Advised other CDEs in connection with multiple federal and state NMTC transactions.
- Assisted the national CDE noted above in its successful initial, second, third, and fourth applications to, and eventual NMTC allocation agreements with, the CDFI Fund, which manages the NMTC program for the U.S. Treasury Department.
- Represented a sponsor in connection with its negotiation of a NMTC advisory agreement.
Historic Rehabilitation Tax Credits
We handle various aspects of structuring, documenting, and assisting with the syndication of federal and state rehabilitation tax credits in various tiered structures to enable the utilization of discrete tax credits by different investors.
- Represented CRA reporting institutions in structuring, documenting, negotiating, and closing over 35 investments in multi- and single-investor equity funds driven by the federal and state rehabilitation tax credit and low-income housing tax credit (LIHTC).
- Served as counsel to a major university in connection with its refinancing of the conversion of a former public high school into administrative office space using a master lease–sub-lease structure of tiered entities, the allocation of federal and state credits to different investors, and, upon completion of the vesting period for the tax credits, the unwinding of the tax credit structure, using tax-exempt financing to enable the university to acquire ownership of the facilities.
- Represented a for-profit developer in regard to financing for the rehabilitation of a former warehouse facility into office space for lease to, among others, state government agencies, with enhancement provided by federal and state historic rehabilitation tax credits.
Low-Income Housing Tax Credits and Finance
The Venable team covers all aspects of business and tax law requirements for taking a housing finance project from start to finish. Our services include structuring, negotiating, and drafting entity and transactional documents, providing guidance on regulatory and securities law issues, and furnishing required legal opinions.
Our public finance attorneys join in to assist with transactions that involve tax-exempt financing for housing projects in conjunction with or independent from funding provided by housing tax credits.
- Advised a CRA reporting institutions in numerous multi- and single-investor equity funds driven by the federal and state rehabilitation tax credit and LIHC.
- Represented a community-based, private, nonprofit housing sponsor in connection with the financing of the acquisition and rehabilitation of a 22 building multifamily housing project. The financing included the issuance of tax-exempt debt by the local industrial development authority, combined with the syndication of partnership interests benefitting from both low-income housing tax credits and historic tax credits.
- Served as bond counsel to an authority issuing privately placed, tax-exempt construction financing for the historic rehabilitation of a multifamily housing project in conjunction with syndication of low-income housing tax credits and state and federal historic tax credits. Subsequently, we served as bond counsel in connection with the offering of credit-enhanced bonds for the refinancing of the construction financing.
State and Local Tax Incentives
Venable attorneys provide years of experience in advising clients regarding the diverse range of state and local tax incentives that are available to stimulate and subsidize particular targeted projects.
- Assisted a clean energy project with an evaluation of all available state and local tax incentives.
- Guided a solar project developer regarding the best means to mitigate state and local transaction and property taxes during project development and following project placement in service.
Created by the Tax Cut and Jobs Act of 2017, Opportunity Zones are one of the newest tax subsidized financing structures. Since its adoption, Venable attorneys have been advising clients on the parameters of this developing program and published "Opportunity Zones: A New Tax Incentive for Investment in LICs."