Date post: | 27-Mar-2015 |
Category: |
Documents |
Upload: | sierra-powell |
View: | 216 times |
Download: | 0 times |
Historic Tax Credits for Developers:A Guide to Syndication and Beyond
10:45am – 12:15pmThursday, February 8
Combining Historic Tax Credits and New Markets Tax Credits
New Markets Tax Credits and Historic Tax Credits
New Markets Tax Credits and Historic Tax Credits
New Markets Tax Credit FundamentalsNew Markets Tax Credit Fundamentals
NMTC SynopsisA federal tax credit available to those that provide equity to certain certified community development entities (CDEs) that in turn lend or invest in qualified businesses located in low-income communities.
• A partnership or corporation who:
– Has a primary mission of community development;
– Maintains accountability to residents of low-income communities through their representation on any governing board or advisory board; and
– Is certified by the CDFI Fund division of the Treasury
• CDEs participate in national competition for allocations of NMTC authority
New Markets Tax Credits
What is a CDE?New Markets Tax Credits
What is a CDE?
New Markets Tax Credits
What is a Qualified Business?New Markets Tax Credits
What is a Qualified Business?
• Any corporation or partnership (including nonprofits) engaged in the active conduct of a qualified business; must meet requirements regarding gross income, tangible property, services performed, collectibles, and nonqualified financial property
• No financing of residential rental property
– Mixed use okay
• Restrictions on certain types of business operations and tenants
– E.g. massage parlor, hot tub facility, liquor store, gambling facility
New Markets Tax Credits
What is a Low-Income Community?New Markets Tax Credits
What is a Low-Income Community?
• Generally, a census tract where
– The poverty rate is at least 20%, or
– The median family income is 80% or less of either statewide median family income, or the greater of statewide or metropolitan median family incomes.
• Special rules for “Targeted Populations,” low population areas, and high migration rural counties
Go to: www.cdfifundhelp.gov and click on “NMTC” tab
New Markets Tax Credits
How They WorkNew Markets Tax Credits
How They Work
Tax Credit Investor
CDE (Subsidiary)
QEI ($100)
Tax Credits over 7 years ($39) and Cash Return
QALICB
Suballocation of Tax Credit Authority
QLICI (85%+ of QEI)
CDE (Allocatee)
Typical HTC Structure (Single Entity)Typical HTC Structure (Single Entity)
TenantsTenants
RentalPayments
Tax Credit Investor LLC
Tax Credit Investor LLC
Construction/Perm Lender
Construction/Perm Lender
Managing Member(Developer Affiliate)
Managing Member(Developer Affiliate)
HistoricTax Credit
Equity
99.99% Credits, Profits & Losses and Cash Flow
LoanProceeds
DebtService
Payments
Tax Credit, LLC(Property Owner)
Tax Credit, LLC(Property Owner)
Tax Credit InvestorTax Credit Investor
.01% Credits, Profits & Losses, Fees and
Cash Flow
DeveloperEquity
DeveloperDeveloperDev.Fee
Master Tenant/NMTC StructureMaster Tenant/NMTC Structure
Sub-Tenants/End Users
Sub-Tenants/End Users
RentalPayments
Tax Credit Investor LLC
Tax Credit Investor LLC
Construction/Perm Lender
Construction/Perm Lender
Managing Member(Developer Affiliate)
Managing Member(Developer Affiliate)
100% Credits, Profits & Losses, and Cash Flow
LoanProceeds
DebtService
Payments
.01% Credits, Profits & Losses,
Fees andCash Flow
DeveloperEquity
HistoricTax Credit
Equity
Master Tenant, LLC(Master Tenant)
Master Tenant, LLC(Master Tenant)
Landlord, LLC(Property Owner/Lessor)
Landlord, LLC(Property Owner/Lessor)
99.99% Credits, Profits & Losses, Fees and Cash Flow
Pass-through of Historic Tax Credits & Share of Residual
Lease Payment &Equity Investment
Tax Credit Investor
Tax Credit InvestorCDECDE
QLICI
Single Member LLC(Disregarded Entity)
Single Member LLC(Disregarded Entity)
Non-Member Manager
QALICBQALICB
QLICI
Tax Credit Investor
Tax Credit Investor
QEI
Sample Transaction
Calculating the HTC EquitySample Transaction
Calculating the HTC Equity
Qualified Rehab Expenditures 24,060,799
Credit Rate 20.00%
Total Calculated Credit 4,812,160
Tax Credit Investor Allocation 99.99%
Total Credit to Investors 4,811,679
Credit Price Per Each $1 of Credit
Equity Contributions by Investors 4,727,474
0.98
Sample Transaction
Calculating the NMTC Equity Sample Transaction
Calculating the NMTC Equity
Gross HTC Equity 5,252,800
Credit Rate 39.00%
Total Calculated NMTC Credit 2,048,592
Iterative Effect 124.21%
Total Credit to Investors 2,544,556
Price per Each $1 of NMTC Credit 0.65
Add’l Equity Contributions by Investors 1,653,961
Key Business IssuesKey Business Issues
• Pricing (e.g. $.9825 vs. $1.24+)
• Equity Pay-In Schedule (same or faster)
• Exit Strategy (unwind may be delayed 2-3 years)
– Put Option
– Call Option
Key Business Issues cont’dKey Business Issues cont’d
• Guarantees (expanded – negotiable; adjuster gross up)
• Reserves (no change)
• Cash Flow Participation (3% industry standard)
• Operational limitations (subtenant mix)
Dia:BeaconBeacon, New York
Dia:BeaconBeacon, New York
Portland ArmoryPortland, Oregon
Portland ArmoryPortland, Oregon
Thank you
Merrill Hoopengardner, Esq.401 9th Street, NWSuite 900Washington, DC 20004
202.585.8169
202.585.8080 (Fax)