Tax Credits & Syndication

Tax-credit transactions use different structures depending on the program. LIHTC investors generally acquire interests in project ownership entities and contribute capital in exchange for allocations of housing credits and other tax items. HTC investors may invest through an ownership entity or a qualifying lease-pass-through structure. In a common NMTC structure, investor equity and leverage proceeds fund a QEI in one or more CDEs, which then make QLICIs to the qualifying project business. Each structure requires program-specific entity, investment, financing, regulatory, and closing documentation.

The firm advises on the transactional and entity-structuring aspects of these investments, including investor relationships, project and fund entities, capital-contribution and funding mechanics, guaranties and indemnities, coordination with debt and public financing, and closing requirements.

Transaction Considerations

Tax credit transactions require precise coordination between the investment documents, the loan documents, the regulatory requirements of the applicable credit program, and the construction and permanent closing schedule. Adjusters, funding conditions, and completion requirements must be structured to protect the investor while preserving the sponsor’s ability to complete the project and meet program deadlines. The firm focuses on documenting these structures clearly and managing the closing process to avoid delays that affect credit delivery.