Tax-advantaged transactions present a variety of complex tax issues.  The attorneys in Bryan Cave’s tax credit group are highly experienced, nationally recognized, and capable of addressing those issues head on.  We have served as counsel to real estate developers, syndicators, and investors, and therefore, are able to provide assistance in all phases of a tax credit transaction: (i) structuring the transaction; (ii) documenting and negotiating the terms of the transaction; (iii) closing the equity investment into the transaction, and (iv) providing any post-closing asset management advice that may arise.

The attorneys at Bryan Cave have closed transactions involving low-income housing tax credits, historic rehabilitation tax credits, new markets tax credits, and renewable energy tax credits.  Our familiarity with a variety of different tax credit programs means we are equipped with the skills to handle your matter.

Our tax credit team includes a vice president and member of the Board of Directors of the National Housing & Rehabilitation Association (NH&RA), a former IRS Revenue Agent and Tax Law Specialist, a member of the Editorial Advisory Board of The Low-Income Housing Tax Credit Advisor, a member of the New Markets Tax Credit Coalition, a founding member of the New Markets Tax Credit Council, (a division of NH&RA), board member and legislation policy committee member of the Historic Tax Credit Coalition, and regular speakers and participants at national tax credit conferences.

Low-Income Housing Tax Credits (LIHTC) - Federal & State.  Since 1987, the tax credit group of Bryan Cave has represented developers, investors, syndicators, and lenders in addressing the tax and real estate issues typically confronted in affordable housing transactions involving LIHTCs.  We also represent state housing agencies with respect to the administration of their LIHTC programs.  Our experience includes the following:

  • Negotiating, structuring, documenting, and closing LIHTC transactions and transactions combining federal LIHTCs with other tax credits, including state low-income housing tax credits, energy credits, and federal and state historic rehabilitation tax credits;
  • Interpreting and advising clients on compliance issues relative to state and federal legislative and administrative requirements;
  • Advising clients on compliance and asset management issues, including issues arising in connection with investments in, and management of, troubled or distressed LIHTC projects;
  • Assisting clients in purchasing LIHTC portfolios and unwinding LIHTC transactions at the end of the tax credit investment period;
  • Structuring federal LIHTC investment funds and state LIHTC investment funds for Georgia and Missouri.

New Market Tax Credits (NMTC).  The NMTC is a valuable economic tool that is utilized in the development of undercapitalized communities.  We have been involved in the NMTC program since its inception and have been active participants in the evolution of NMTC transaction structures and related documentation; the evolution of the NMTC program has been, and will continue to be, a challenging process.  Bryan Cave is well-equipped to help you navigate the most complex tax issues and financing structures that you will encounter in NMTC transactions.  We represent investors, community development entities (CDEs), and developers.  Our  experience includes the following:

  • Representing CDEs who have received in excess of 10% of the NMTCs awarded to date;
  • Working with the Department of Treasury and trade associations for statutory and regulatory modifications to the program;
  • Advising numerous CDE applicants in connection with their successful NMTC allocation applications;
  • Creating innovative structures to harmonize NMTCs with other tax credit and subsidy programs.

Historic Rehabilitation Tax Credits (HTCs) – Federal & State.  HTC transactions require skillful management of complex tax issues.  This is particularly true of HTC investments combined with other tax credits, such as low-income housing tax credits, energy credits, NMTCs, and/or state tax credits (which could involve state versions of LIHTCs, HTCs, or NMTCs).  Developers, syndicators, and investors can benefit from the experience of Bryan Cave’s nationally recognized tax credit team which has closed hundreds of HTC transactions.  Our experience includes the following:

  • Negotiating, structuring, documenting, and closing HTC transactions, often involving NMTCs or other federal and/or state tax credits;
  • Interpreting and advising on compliance issues with regard to state and federal legislative and administrative requirements;
  • Unwinding HTC transactions at the end of the HTC investment period.

Renewable Energy & Green Tax Credits.  Renewable energy tax credits and credits from green initiatives (such as Brownfields tax credits) can be valuable additions to real estate developments or can be stand-alone investments (solar, wind, or geothermal projects).  Balancing the goals of lenders, equity investors, and developers is a proficiency Bryan Cave’s attorneys have honed over the years as active participants in the tax credit industry.  Our experience includes the following:

  • Pioneering the use of the master lease pass-through structure (inverted lease) in solar energy credit transactions, which has the effect of maximizing economic returns for the developer;
  • Combining solar energy credits with other tax credits and subsidies;
  • Representing developers, syndicators, and solar investors in affordable housing developments which include energy grants and/or Brownfield credits.