Tax credit transactions involve investor equity placed into real estate projects in exchange for federal tax credits — most commonly Low-Income Housing Tax Credits, but also Historic Tax Credits and New Markets Tax Credits where applicable. Structuring and documenting these transactions requires coordinating the investment entity, the capital contributions and credit allocations, the regulatory requirements of the applicable program, and the closing deliverables across a layered capital stack.

Snow LLP advises on the transactional and entity-structuring aspects of tax credit syndication — the documentation of the investor relationship, the structure of the investment entity, and the coordination of tax credit closing requirements with the broader real estate transaction.

The practice does not provide tax opinions or specialized tax counsel. Tax advice in connection with credit eligibility, allocation, and compliance is provided by tax counsel coordinating with the transaction team.

Representation Includes

  • Investor and syndicator documentation, including limited partnership and operating agreements
  • Master and project-level entity structuring
  • Capital contribution schedules, adjusters, and funding conditions
  • Guaranty, indemnity, and recapture protection structures
  • Coordination of tax credit closing deliverables with construction and permanent loan requirements
  • Regulatory agreement and program compliance documentation
  • Exit, transfer, and Year-15 planning in coordination with tax and compliance counsel
  • Historic Tax Credit and New Markets Tax Credit transaction structuring where applicable
  • Public-private and multi-layer capital-stack coordination

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. Snow LLP focuses on documenting these structures clearly and managing the closing process to avoid delays that affect credit delivery.

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Matters are handled directly, with an emphasis on responsiveness, clarity, and practical risk management.

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