Practice/Industry Group Overview
Edwards Wildman’s Tax Credit and Syndication Practice serves developers, syndicators, direct investors and fund investors in connection with projects utilizing a variety of federal and state tax credits. Our lawyers are focused on transactions involving low-income housing tax credits, historic rehabilitation tax credits, new markets tax credits, motion picture film tax credits, and renewable energy tax credits. Services range from providing tax and structuring advice and rendering tax opinions to drafting partnership and LLC agreements, fee agreements, guaranties, side letters and other transaction documents. There is diversity in our client base and in our transaction structures, and this is reflected in the broad range of our tax credit experience.
Members of our tax credit team are leaders in the field who regularly speak at conferences and participate in leading industry groups. Our lawyers have represented a wide range of industry participants, including project owners, developers, lenders, investors, governmental entities and non-profit community organizations, in complex transactions. Our deal structures involve creative and unique combinations of tax credits, public and private grants, tax-exempt bonds, and other subsidies.
Edwards Wildman has been an active leader in the federal and state low-income housing tax credit field for decades, providing a wide range of services to numerous national and regional clients, as well as local housing developers and consultants. The Edwards Wildman Tax Credit and Syndication Practice represents equity funds, upper-tier investors, syndicators, for-profit and non-profit developers, pre-development, bridge, construction and permanent lenders (both conventional and tax-exempt), and various public agencies.
Our lawyers have been involved in low-income housing tax credit projects throughout the United States. We also frequently represent for-profit and non-profit real estate developers, ranging from sophisticated national developers to local neighborhood community development corporations. These projects have included tax-exempt bond acquisition and rehabilitation financing as well as HUD grants and other operational subsidies.
Our low-income housing tax credit experience includes projects for families, mixed-income projects, including large-scale 80-20 projects, projects for the elderly, including congregate care and assisted-living facilities, YMCA’s and other single-room occupancy projects for homeless individuals or individuals with substance abuse problems, projects for tenants with special needs, HOPE VI projects, USDA Rural Development projects, mixed-use projects with residential and commercial components and projects utilizing the TCAP, Section 1602 grants and the Massachusetts low-income housing tax credit.
Recent representative low-income housing tax credit projects include:
- more than 2000 units of mixed income housing in several projects in New York City in which the affordable components have been syndicated separately from the market rate components;
- preservation of a Massachusetts portfolio of five projects containing approximately 700 units;
- transit-oriented development of 180-units of mixed-income housing in Newton, MA;
- an 80-unit HOPE VI project in Akron, Ohio; and
- historic rehabilitation and expansion of a former school building as 75 units of mixed-income housing for utilizing federal and state historic rehabilitation and low-income housing tax credits.
Edwards Wildman has extensive experience in the area of complex historic tax credit transactions. These multi-party deals often incorporate “sandwich lease” or master lease pass-through structures and require sophisticated tax counsel, particularly when state tax credit financing and/or tax-exempt participants are involved. The complex nature of these transactions requires extensive tax, real estate and lending experience and we utilize our wide-ranging knowledge in these areas to bring about the successful syndication of important rehabilitation projects. Our lawyers have also successfully combined new markets tax credits, low-income housing tax credits, as well as various states' tax credit and grant programs, with historic tax credits.
Recent examples include:
- the rehabilitation of the former Waltham Watch Factory complex in Waltham, MA as residential rental and commercial space;
- rehabilitation of historic buildings in Rhode Island as market rate housing;
- rehabilitation of old mill properties in North and South Carolina;
- rehabilitation of the former Charles Street Jail in Boston; and
- creation of affordable housing in Woonsocket, Rhode Island.
- development of a mixed-income assisted living project in Ayer, MA which received the first allocation of Massachusetts historic tax credits (as well as federal historic and low-income housing tax credits).
New Markets Tax Credits
Edwards Wildman is on the leading edge of New Markets Tax Credits (NMTC). We serve as advisors to participants in every role of new markets tax credit transactions and possess a deep understanding of how to successfully address the disparate objectives of all parties involved.
Our experience includes advising community development entities (CDEs) in receiving multiple rounds of new markets tax credit allocations, serving as counsel to existing CDEs and investor clients to structure and document qualified equity investments (QEIs) in CDEs, and advising qualified active low income businesses and CDEs in structuring qualified low income investments (QLICIs) using the proceeds of QEIs. Working with our Public Finance lawyers, we have developed structures for leveraging NMTCs with tax-exempt Section 501(c)(3) bonds and other tax-exempt obligations. A wide range of clients, such as local community health centers, college and university administrators, regional real estate developers and state and municipal entities have utilized Edwards Wildman's expertise to assist them in evaluating, structuring and properly documenting QLICIs in order to satisfy both NMTC program and project finance requirements. This depth of experience helps our clients to maximize the financial benefit of NMTC allocations and investments.
Representative projects include:
- a large manufacturing facility in the South-Eastern United States;
- numerous healthcare facilities;
- several charter school facilities;
- a college classroom building;
- a university performance center;
- an 800-ton hot press; and
- a waterfront park, including a minor league baseball stadium.
Film Tax Credits
We have a significant practice representing investors and brokers in state film tax credits, many relating to the most popular films of recent years. Purchasers of such credits include large, multistate corporations, national banks and insurance companies, as well as individual investors. We have represented investors and brokers purchasing and selling film tax credits in virtually every US jurisdiction that has established a film tax credit program including Rhode Island, Massachusetts, Connecticut, New Jersey, Illinois, Pennsylvania, California, Arizona, Michigan and Tennessee. Such transactions may be structured as a direct purchase of credits in certificated form from a film production company, or as a subordinated loan to the production company secured by the tax credits resulting from the production of the film.
Energy Tax Credits
Our lawyers structure renewable energy and energy efficiency projects to take advantage of a wide variety of energy tax incentives. We have represented developers and investors on a wide variety of renewable energy projects, including solar, hydroelectric, wind, agricultural biomass, landfill gas, wood waste and geothermal electric generation projects. Our team has also advised clients on utilizing available energy tax incentives related to increasing energy efficiency and/or producing renewable or alternative energy. One recent project involves the use of energy credits and NMTC to finance the installation of solar panels on existing low-income housing tax-credit projects.
Edwards Wildman has experience in assisting landowners, developers, sponsors, investors and lenders in projects using tax credit financing based on the renewable energy incentives available under Sections 45 and 48 of the Internal Revenue Code. Our lawyers have helped clients to develop, construct and finance their renewable energy projects, including negotiating power purchase agreements, structuring solar rooftop leases, combining both tax equity and traditional equity and construction and permanent debt financing, and advising on the federal and state tax aspects of these projects. We are also familiar with, and advise on, various state incentives and subsidies available to renewable energy and energy efficiency projects.
We have structured tax equity partnerships and allocation and lease structures that utilize a wide range of federal and state energy tax incentives, including production tax credits, investment tax credits, and tax deductions for energy-efficient commercial buildings. Our lawyers have developed strategies to combine energy tax incentives with other tax credits, such as the NMTC, and other funding sources, such as loan guarantees, grants, and subsidized loans, including tax-exempt bonds.