Tax Credit Finance and Syndication

Integrating our long history of representing clients in complex finance and investment transactions and our commitment to community service, Frost Brown Todd has capitalized on the diverse backgrounds and abilities of our corporate, real estate, commercial lending and tax lawyers, to develop a practice that is qualified to represent any party involved in a New Markets Tax Credit (NMTC), Historic Tax Credit (HTC), Low Income Housing Tax Credit (LIHTC) or multi-tax credit transaction. Whether our client is already a community development entity (CDE) or a financial or other institution seeking to become a CDE, an investor seeking tax credits or the syndication of its credits or a developer (including for-profit and non-profit developers and business owners and operators) seeking favorable financing through the use of tax credits, our lawyers are ready to assist. The Frost Brown Todd team is extremely knowledgeable about all aspects of the tax credit programs and is ready to advise and advocate on our client's behalf regarding the regulatory, tax, corporate, securities and other business issues related to a transaction involving tax credits.

Our lawyers have an intimate knowledge of how these tax credit programs work and understand the business and legal issues required to negotiate and complete tax credit transactions successfully. We help our clients evaluate risk, monitor program compliance, determine project eligibility, structure the transaction and protect their investments. Our team can provide the following services, among others, in connection with the various tax credit programs:

New Markets Tax Credits (NMTC) – State and Federal:  

  • Organization and certification of CDEs
  • Assistance with applications for NMTC allocations and execution of NMTC Allocation Agreements
  • Evaluation and advice regarding prospective transactions and structuring
  • Negotiating terms with CDEs, tax credit investors, lenders or qualified businesses on behalf of our client in connection with an NMTC transaction
  • Preparation and/or review of all corporate and financing transaction documents and applicable opinion letters as needed to reach a successful closing
  • Reviewing and assisting with ongoing NMTC program compliance and unwind of NMTC transaction upon expiration of the tax credit compliance period

Historic Tax Credits (HTC) – State and Federal:

  • Evaluation and advice regarding prospective transactions and structuring post Rev. Proc. 2014-12 and safe harbor guidelines
  • Addressing specific matters related to tax-exempt entities
  • Providing guidance regarding rehabilitation requirements, reasonable fees and services, IRC 50(d) income, partnership tax considerations and other HTC topics
  • Leading, documenting, negotiating and successfully closing the HTC transaction
  • Combining HTCs with other tax credits, including NMTCs and LIHTCs

Low-Income Housing Tax Credits (LIHTC) - State and Federal:

  • Drafting and negotiating limited partnership and operating agreements to facilitate optimum, ongoing developer and investor relationships
  • Advise on complex tax structuring points and prepare and issue tax opinions
  • Work with tax-exempt bond issuers, lenders, credit agencies and local authorities to coordinate multiple financing components and documentation
  • Review and analyze syndicated investments and negotiate subscription and fund documents
  • Guide clients through year 15 dispositions and investor exits