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Tax - Advantaged Investment & Housing Finance

Contacts

Craig A. de Ridder
Partner, Washington, DC
T: +1.202.663.8712
Josephine S. Lo
Partner, Houston
T: +1.713.276.7696
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Pillsbury’s team of tax and real estate lawyers has one of the leading and most experienced tax-advantaged investment, tax credit and housing finance practices in the United States.

With more than 30 years of experience, Pillsbury is a leading adviser highly experienced in the full range of tax-advantaged investment, tax credit and housing finance programs available to communities throughout the United States. We represent the nation’s largest financial institutions in buying, selling, financing and guaranteeing single-family and multifamily housing projects and portfolios. We also represent national syndicators and developers, borrowers, sponsors and nonprofit providers of affordable housing.

Our team has extensive experience in the structuring and financing of highly complex projects and sophisticated multitiered and credit-enhanced investments. We advise on new equity fund offerings and secondary market portfolios and have handled thousands of closings involving both debt and equity commitments. Our lawyers have a deep understanding of the federal low-income housing tax credit, the historic rehabilitation tax credit and the new markets tax credit and also handle renewable energy tax credits. We regularly work with state and local tax credits and all government grant, support and subsidy programs at the federal, state and local levels, including HUD and state housing finance agency programs. Further, we are experienced with tax-exempt and taxable bonds, construction, bridge, mezzanine and permanent financings, subordinate debt, soft loans and all types of credit enhancement.

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Working closely with our partnership tax, real estate finance, corporate and securities, environmental, construction, insolvency and dispute resolution lawyers across our U.S. offices, we advise on bankruptcy, restructuring, workout and litigation matters and assure comprehensive, cost-effective guidance on the many and varied issues our clients face.

Representative Experience

  • Represented a government-sponsored entity in the multibillion-dollar offering of a master roll up of tax-advantaged investments with an innovative flip and credit-enhancement structure.
  • Represented a seller in an auction of portfolios of single-family REO properties, including rent and hold joint ventures.
  • Represented large financial services corporation in connection with the rollup of direct and indirect equity interests in a large portfolio of low-income housing tax credit properties into a master equity fund—as well as an offering of interests in the multi-billion dollar master fund. This transaction represents one of the largest secondary market offerings in the history of the low-income housing tax credit industry.

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  • Represented a national financial institution in the acquisition of a subsidized secondary-market portfolio of guaranteed tax-advantaged investments.
  • Advised developers of solar thermal energy projects on tax advantaged investment and development matters.
  • Represented the nation’s largest institutional investor in numerous direct LIHTC investments involving billions of dollars in equity throughout the United States.
  • Advised a Fortune 500 corporation regarding $125 million of equity investments in proprietary and multi-investor funds that invest in low-income housing tax-credit projects throughout the United States.
  • Provided guidance to a nonprofit developer in managing public and private sources of equity, debt and donations in funding an $18 million rehabilitation of a historic theatre in the District of Columbia.
  • Assisted a lender in the structuring of financing for a national investment fund to bridge capital contributions of multiple corporate investors through pledges of promissory notes.
  • Advised a mezzanine lender in providing debt financing to the developer of a large project qualifying for federal and state historic rehabilitation tax credits utilizing a lease pass-through structure.
  • Represented a syndicator in connection with syndication of equity interests in an upper-tier fund and acquisition of interests by the fund in operating entities owning projects qualifying for the LIHTC.
  • Represented an electric vehicle manufacturer on a tax equity financing of over $1 billion in electric cars and the subsequent securitization transaction.
  • Assisted a lender in negotiating and closing bridge financing to the developers of tax-advantaged multifamily housing projects in Texas and Pennsylvania.

Other Tax-Advantaged Investment Matters

  • Advised a purchaser of a wind farm intended to include over 400 turbines, with a total development cost of approximately $1.5 billion.
  • Structured a transaction on behalf of a solar developer to fund a portfolio of $120 million in projects, including the Six Flags project in New Jersey.
  • Advised the developer in connection with the acquisition and completion of an open-loop biomass project intended to qualify for the renewable electricity production credit.
  • Represented a Fortune 100 corporation as a tax equity investor making four separate investments totaling over $600 million in SolarCity sponsored funds to develop, own and operate ITC-eligible U.S. residential solar projects using a flip structure.
  • Represented a Fortune 100 corporation as a tax equity investor making a $50 million investment in a U.S. Bank/Vivint Corporation sponsored fund to develop, own and operate ITC-eligible U.S. residential solar projects using a flip structure.
  • Advised a Fortune 100 corporation as a tax equity investor making a $180 million investment in an Exelon sponsored fund to own 90 percent interest in commercial fuel cell projects by Bloom Energy eligible for ITC using a flip structure.
  • Represented the developer of a utility-scale solar facility with a construction budget of over $550 million in obtaining construction financing and the admission of an equity investor into the holding company.
  • Acted for U.S. limited partnership owners of two solar facilities in Puerto Rico in obtaining IRS rulings qualifying the facilities for treatment as property used within the U.S. for MACRS depreciation purposes.
  • Developed a first-of-its-kind tax insurance program for high net worth individuals investing in solar tax equity.

Practice Area Highlights

  • Since 1988, our lawyers have represented clients in thousands of tax-advantaged investment and housing finance transactions with a total value exceeding $20 billion.
  • Our lawyers have structured and negotiated some of the largest and most innovative matters in the tax-advantaged and housing finance industries in the past decade.
  • Team members have authored numerous articles on real estate development, housing finance, partnership taxation and tax credits, and they participate regularly in industry events, panels and conferences.

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