Lead M&A Counsel on Solar Sale Transaction

Pierce Atwood acted as lead counsel to Excellent & Fair, LLC (a/k/a Mountain Gardens LLC), in the sale of two community solar distributed generation projects in New York. The projects are located on a former hazardous waste brownfield site that qualified for a valuable 10% brownfield tax credit under Section 48(a)(14) of the Internal Revenue Code.

We led and managed a competitive solicitation process for the sale of the solar projects, including preparing Confidential Information Memoranda; Term Sheets/Memoranda of Understanding; leasehold agreements; equipment purchase agreements; engineering, procurement and construction (EPC) agreements; payment in lieu of taxes (PILOT) agreements with local taxing jurisdictions; and Membership Interest Purchase Agreements (MIPA). Our team also arranged and managed virtual data rooms and the due diligence process for the transaction.

Our work additionally included advising the client on structuring the projects to qualify for the 30% federal energy tax credit under Section 48 of the Code, the 10% brownfield bonus tax credit, and a low-income environmental justice bonus tax credit under Section 48(e) of the Code. We further assisted the client in obtaining project grants from the New York State Energy Research and Development Authority (NYSERDA), attractive community solar rates made available by the New York Public Service Commission, interconnection agreements from the local electric utility, and securing local and state permits, waivers and approvals.