Tax credits and incentives are often an important piece of financing a project, whether that project involves renewable energy, historic rehabilitation, manufacturing facilities, or commercial and residential real estate. Pierce Atwood’s interdisciplinary team of lawyers helps investors, lenders, businesses, developers, and nonprofits close transactions that take advantage of the various federal and state tax credit and incentive programs, often combining multiple economic development incentives, and the monetization of those incentives (tax equity). Drawing on the skills of attorneys throughout our multi-service law firm, including in our Tax, Real Estate, Business, Environmental, Energy, and Government Relations practice groups, we ensure that the right mix of lawyers handles every aspect of your tax credit transaction.

Our areas of service include:

  • Innovative structuring of tax equity transactions
  • Educating lenders and stakeholders regarding the unique characteristics of various financing options
  • Structuring project financing to maximize incentives, including raising tax equity
  • Preparing all necessary legal contracts and loan and investment documentation
  • Providing advice on interrelated issues in the areas of tax, finance, energy, environmental, and real estate law
  • Providing all required legal and tax opinions
  • Assisting in all compliance and asset management issues

Areas of Expertise

Many developers and businesses have heard a bit about NMTC financing, but they may not know how NMTC financing functions in the market, whether their project is a good candidate for NMTC financing, and what the actual net benefit will be of using NMTC financing. We can help to answer these initial questions, and if NMTC financing is the right choice for your project, we can work to close the transaction.

We also regularly advise our community development entity (CDE) clients on the management of their NMTC assets in a variety of situations from “unwinding” transactions to handling disputes, litigation, foreclosure or bankruptcy. As a full-service, collaborative law firm, our tax credit attorneys work with experts in other areas to provide integrated comprehensive solutions.

Representative Experience

For a community development entity (CDE) client, we closed a $12 million new market tax credit (NMTC) pooled loan fund. This is one NMTC transaction in a series of financings we are handling under the federal and state new markets programs.

NMTC Financing for Community Development Entity

Financing renewable energy investments often means balancing the needs of various players, including tax equity investors, lenders, and project sponsors/developers. Pierce Atwood’s tax and financing lawyers have a great deal of experience on all sides of these transactions and understand where the pressure points are for each of the financing sources. We have experience with all forms of tax equity arrangements, including partnership flips, sale-leasebacks, inverted leases, direct pay and transferable credits, and we have utilized them on wind, solar, and biomass energy projects.

Our attorneys regularly assist investors, developers, lenders, and syndicators in the redevelopment and rehabilitation of historic buildings. From industrial sites to affordable-housing developments, our interdisciplinary team of attorneys helps our clients turn underutilized historic structures into productive commercial, residential and multi-use buildings. We have substantial experience in structuring HTC transactions, negotiating financing documentation, and guiding clients through all stages of the HTC project. We also have substantial experience in structuring transactions that may involve tax-exempt entities subject to Sections 50 and 168(h) of the Internal Revenue Code.

Our attorneys understand the Opportunity Zone program, having worked with the program since its inception. We regularly work with investors seeking to maximize the tax benefits of an Opportunity Zone investment, project developers raising Opportunity Zone capital for their projects, and fund managers of qualified opportunity funds. When combined with other incentives for investment in distressed communities, including HTCs, NMTCs, and others, our attorneys have guided clients in making a maximum, meaningful impact on the communities that support such investments.

Our tax team assists companies seeking to locate or expand in Maine, Massachusetts, New Hampshire, and Rhode Island to take advantage of available economic incentives. The team also regularly lobbies on behalf of business groups in Maine to design, maintain or expand tax incentives. Our experience includes Business Equipment Tax Exemption/Reimbursement benefits, Major Business Headquarters Expansion Credit, Shipbuilding Credit, historic rehabilitation tax credits, renewable energy tax credits, investment tax credits, tax increment financing, employment tax increment financing, new markets tax credits, sales tax exemptions, and the Dirigo Business Incentive Program.

Representative Experience

Representation of Capone Iron Corporation in a $10 million new markets tax credit financing for the construction of a manufacturing facility.

New Markets Tax Credit Financing for Manufacturing Facility

We assisted the Farnsworth Art Museum, located in Rockland, Maine, with a combined state and federal new markets tax credit financing, helping the museum to secure capital needed for critical repairs and improvements to the building. The NMTC investment has allowed the museum, which opened in 1948 and boasts a remarkable collection of over 15,000 objects, to stay open and continue welcoming more than 100,000 visitors annually.

Preserving Access to American Art Collections

Representative Experience

We represented ND OTM LLC, a subsidiary of ND Paper, in a $30 million new markets tax credit financing that will be used to finance the restart of a pulp mill located in Old Town, Maine.  The mill was shuttered in 2015, and the restarting of the mill will result in approximately 130 new direct jobs, and hundreds of indirect jobs in the forest products industry. 

$30 Million NMTC Financing to Restart Pulp Mill

We assisted Advantage Capital Partners in organizing and establishing a NMTC-based pooled loan fund under the federal and State of Maine new markets tax credit programs. Through the pooled loan, Advantage increased its investment power and positioned itself to help more business grow. We assisted with the subsequent $10 million debt, convertible debt, and equity investment in a veterinary pharmaceutical company. We also assisted with a $27 million investment in a manufacturer producing merchandise displays systems.

Advantage Capital Partners NMTC-Based Pooled Loan Fund

Representation of Athens Energy and its sister company, Maine Woods Pellet Company, in connection with all aspects of the financing of a $38 million biomass electricity generation facility, including $31 million of new markets tax credit financing ($31 million of State of Maine allocation and $7.5 million of federal allocation) and the syndication of renewable energy investment tax credits (ITC).

Athens Energy & Maine Woods Pellet Company Biomass Project Tax Credits

We advised Burgess Biopower on all aspects of financing the redevelopment of a shuttered paper mill into a state-of-the-art 75 MW biomass power plant located in Berlin, New Hampshire, which will burn waste biomass and sell power to the grid. The financing involved several sources of funds, including $63.5 million of new markets tax credit financing with allocation from six CDEs. The project also involved a $90 million section 1603 cash grant in lieu of an investment tax credit or production tax credits. The balance of the project was financed by $200 million of rated bonds provided by a consortium of financial institutions. We also advised with respect to EPC agreement, off-take power purchase agreement with PSNH and all project related agreements.

Burgess Biopower New Hampshire Mill Redevelopment

Pierce Atwood represented CEI-Boulos Capital Management in connection with the formation and closing of the NBT CEI-Boulos Impact Fund, a $10 million real estate equity investment fund with NBT Bank. CEI-Boulos Capital Management will manage the fund, and Pierce Atwood will continue to advise the fund with respect to its investment activities.

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Closing of $10 Million Real Estate Equity Fund

Pierce Atwood represents CEI-Boulos Capital Management, LLC, in all aspects of its opportunity fund management business. This includes the creation of a $20 million private real estate investment fund in partnership with Woodforest National Bank. CEI-Boulos Capital Management manages the fund, which is investing in real estate projects in areas designated as Qualified Opportunity Zones across Woodforest's 17-state footprint. The Opportunity Zone program is a new community investment tool established by Congress to encourage long-term investments in low-income urban and rural communities nationwide. The fund was recognized by Forbes as part of the Forbes OZ 20: Top Opportunity Zone Catalysts.

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Creation of $20 Million Multi-Project Opportunity Fund

Represented developer Stephen Duprey in connection with the acquisition and financing of a mixed-use restoration project in Concord, New Hampshire, involving the former Eagle Hotel building and two neighboring buildings on Dixon Avenue with a total of nearly 100,000 square feet of space.  This project received $13 million in New Markets Tax Credit support.

Downtown Concord Restoration Project

Pierce Atwood assisted GO Lab, Inc., d/b/a TimberHP on all aspects of the development of its wood fiber insulation manufacturing facility at the former UPM paper mill in Madison, Maine, beginning with the acquisition of the mill in 2019, through the closing of the sale of $85 million tax-exempt green bonds issued by the Finance Authority of Maine, a $24 million New Markets Tax Credit transaction, and a $25 million Series A equity raise. These funds provide the up-front capital needed to turn the former paper mill into the first wood fiber insulation manufacturing plant in North America.

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GO Lab $85 million Green Bond Sale, NMTC Transaction

Represented the Capitol Center for the Arts in connection with the acquisition of, and financing for, the historic restoration of the Concord Theatre in Concord, New Hampshire.  The project utilized $5.4 million in New Markets Tax Credit allocation. The theatre will act as a satellite location for smaller performances and events.

Historic Restoration of Concord Theatre

Representation of GO Lab, Inc., d/b/a TimberHP, a startup company helping to revitalize Maine’s forest products industry by repurposing a former paper mill to develop and manufacture environmentally responsible wood fiber insulation, in all aspects of the development of its business.

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Innovative Insulation Manufacturer

Representation of Capone Iron Corporation in a $10 million new markets tax credit financing for the construction of a manufacturing facility.

New Markets Tax Credit Financing for Manufacturing Facility

For a community development entity (CDE) client, we closed a $12 million new market tax credit (NMTC) pooled loan fund. This is one NMTC transaction in a series of financings we are handling under the federal and state new markets programs.

NMTC Financing for Community Development Entity

Represented Bangor Savings Bank in its role as tax credit investor in a state and federal New Markets Tax Credit transaction providing financing for the renovation and modernization of the Millinocket Memorial Library, a private nonprofit that now operates the former public library.

NMTC Investment Helps Local Library

Assistance to Technology Access Foundation in connection with new markets tax credit financing matter.

Nonprofit in NMTC Financing Matter

We represented the Downeast Institute for Applied Marine Research & Education, a nonprofit in Beals, Maine, with the financing of its $6.7 million expansion, including a $5 million new markets tax credit financing. The expansion will add laboratory, office, housing, storage and conference space, as well as making improvements to the existing hatchery (used to grow soft shell clams and other commercially important bivalves to restock depleted resources).

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Nonprofit Research Institute in Financing of $6.7 Million Expansion

We assisted the Farnsworth Art Museum, located in Rockland, Maine, with a combined state and federal new markets tax credit financing, helping the museum to secure capital needed for critical repairs and improvements to the building. The NMTC investment has allowed the museum, which opened in 1948 and boasts a remarkable collection of over 15,000 objects, to stay open and continue welcoming more than 100,000 visitors annually.

Preserving Access to American Art Collections