Tax Credit Finance

Our tax credit financing team helps clients structure, negotiate, and document transactions that support business objectives and drive economic development. Our partners are pragmatic, business minded, and responsive; our experienced associates and paralegals enable us to staff matters appropriately; and our legal advice is delivered with an emphasis on excellence and efficiency.

We have an extensive record of success helping banks, financial institutions, developers, institutional investors, direct investors, and tax-exempt entities across the United States manage and balance the rewards, risks, and administrative issues associated with these complex transactions. Recognized leaders in tax credit transactions and finance, we speak frequently at legal and industry conferences and seminars, and we publish articles and client alerts to help businesses stay ahead of emerging trends and changes in law as well as how to best implement new programs and maximize resources. We are regularly listed as leading lawyers in Chambers USA, The Best Lawyers in America©, and other annual rankings.

We advise on the full spectrum of federal and state tax credit programs, including the following key areas:

• New Markets Tax Credits
• Historic Rehabilitation Tax Credits
• Low-Income Housing Tax Credits (LIHTC)
• Opportunity Zones

New Markets Tax Credits

Our attorneys represent clients across the spectrum of participants in federal and state new markets tax credit (NMTC) transactions, including leverage lenders, community development entities (CDEs) and their sponsors, allocatees, and qualified active low-income community businesses (QALICBs). We have particular experience drafting applications for, receiving, and monetizing new markets tax credits and are deeply familiar with the issues involved in structuring leveraged loans, qualified equity investments (QEIs), and qualified low-income community investments (QLICIs).

We help clients ensure compliance with QALICB, the Community Development Financial Institution (CDFI) Fund, and other regulatory and program requirements. At the appropriate juncture, we work with clients to develop and implement effective exit strategies. Members of our team have also been actively involved in federal lobbying efforts aimed at expanding the federal new markets tax credit program.

Historic Rehabilitation Tax Credits

We advise developers, lenders, and investors on all types of transactions involving federal and state historic rehabilitation tax credits. We provide partner-level guidance that helps clients identify sources of capital; structure loan agreements; negotiate operating, limited partnership, and other agreements with tax credit investors; and prepare and pursue exit strategies. Our primary goal is to get projects across the finish line. We do so by developing solutions that create direct, meaningful benefits while ensuring compliance with — and resolving potential issues involving — relevant federal and state tax laws. Among other areas, we have advised on the use of master lease agreements, the after-tax effectiveness of developer fees, and the allocation of recapture risks.

Our attorneys have advised clients on projects from coast to coast, and from Minnesota and Wisconsin to Louisiana. We have also worked with advocacy groups and associations to represent the interests and perspectives of clients in the development of federal and state historic rehabilitation tax credit programs. Drawing on this experience, we offer creative solutions without losing sight of the nuts and bolts of a specific transaction.

Low-Income Housing Tax Credits (LIHTCs)

While LIHTC transactions are complicated, closing doesn’t have to be.

For more than four decades, Jones Walker has helped organizations and individuals acquire, develop, finance, and build a broad range of affordable housing, including workforce, senior, student, military, and mixed-use projects. Our current team has worked for more than 20 years in every aspect of the LIHTC space, and, as a result, we have developed effective processes to help transactions move from inception to completion. Our unique structure allows us to handle a large volume of complicated matters at a competitive cost. We also recognize that at the core of every transaction there is a partnership. While we are not a partner in your deal, we are on your team and appreciate that we all want one thing to happen — to close as easily and efficiently as possible.

Our group includes a number of recognized leaders in LIHTC matters. The head of our team previously served as chair of the governing committee of the American Bar Association Forum on Affordable Housing and Community Development Law. Other members of our team are also active in the forum, as well as in the ABA Section of Taxation and on similar committees of state bar associations and industry groups. We counsel clients on tax-exempt bonds, tax-exempt loans, mortgage-backed securities as tax-exempt bond collateral (M.TEBs), HOME loans, and community development block grant (CDBG) funds, as well as US Department of Housing and Urban Development (HUD), Rental Assistance Demonstration (RAD), Affordable Housing Program (AHP), and Rural Development (RD) grants or loans, and other similar lending, investment, and incentive programs. In addition, we represent parties in the formation of funds and in secondary-market acquisitions and dispositions of portfolios.

Opportunity Zones

Over the past two decades, the US federal government has created a number of Opportunity Zone programs designed to encourage private investment in low-income communities or areas that have been subject to natural disasters such as hurricanes. These programs typically enable a taxpayer to defer an unlimited amount of capital gain from the sale or exchange of property and potentially eliminate a portion of the capital gain and all future appreciation by investing such gains in a qualified opportunity fund (which may focus on acquisitions of business or real property — or both — in a designated census tract).

Jones Walker attorneys have taken a leading role in helping investors, developers, lenders, and other business owners across the country — including in Colorado, Louisiana, Michigan, and many other states — identify Qualified Opportunity Zones (QOZs) and establish and invest in qualified opportunity funds. We also provide guidance on issues that arise in conjunction with state programs that seek to expand or enhance federal programs. We have represented clients on all sides of such transactions, including buyers, institutional and individual investors, funds, and owners of real estate and businesses in qualified opportunity zones. Among other areas, we help opportunity zone participants establish captive investments, negotiate and document leveraged structures, identify and maximize the use of other tax credit programs and incentives, and develop appropriate exit strategies. We also counsel non-opportunity zone lenders on how such programs may impact their activities.