TAX CREDIT ADVISORY SERVICES In-depth experience. Forward thinking solutions. With one of the largest tax credit practices in the country, CohnReznick can help you take advantage of the many federal and state investment tax credit programs that can be used to fi nance development projects, start a new business, or enhance the after-tax earnings of an established business.
Overview The federal government began promoting investment tax credit programs in the 1960s as a way to encourage capital investment, promote community redevelopment, and create jobs among other objectives. Many of these programs have been remarkably successful and over time have spawned the enactment of state tax credit programs in each of the 43 states that tax income. However, since every state tax credit program is different in some respect, identifying, applying for, implementing, and benefiting from available investment tax credits is a highly complex process that requires astute guidance from highly experienced tax credit professionals. As a top national accounting, tax, and advisory firm, CohnReznick has a tax credit practice with an unparalleled depth of technical expertise, transactional experience, and industry reach. Our professionals are nationally recognized tax credit authorities with extensive experience in identifying relevant tax credit opportunities and helping our clients to apply for them. We can help project sponsors identify equity sources and assist tax credit investors with their investment due diligence needs. Our reputation as a leader in tax credit advisory services was built through our early involvement with the Historic Rehabilitation Tax Credit Program (1981), the Low-income Housing Tax Credit Program (1986), and Renewable Energy Production Tax Credits (1992) Because we understand the technical complexities, investor concerns, market forces, legislative issues, and income tax regulations that are directly relevant to the various tax credits, we can help clients to finance projects and invest their capital in a tax-efficient manner. Low-Income Housing Tax-exempt bonds and low-income housing tax credits are critically important financial tools for developing affordable multifamily housing projects. However, developers, investors, and other stakeholders must navigate a lengthy and complex process involving multiple government agencies to be allocated these resources. They must also abide by numerous compliance regulations to monetize them. With the largest and most experienced affordable housing industry practice in the country, CohnReznick provides a comprehensive range of services to multifamily property developers and sponsors. We help them create optimal financing methods, maximize lowincome housing tax credit awards, and maintain compliance throughout the life cycle of their project. Our services include: Financial projections: In conjunction with our developer clients, we provide financial projections designed to help maximize each project s housing credit potential while providing the users with confidence that they are making decisions based on the best information available. These projections are critical components for negotiations with potential lenders and investors. Transaction structuring: We help structure housing credit projects to address the appropriate state rating and ranking criteria. We can then bring the application all the way through the housing credit agency s review and allocation processes. Cost certifications: An audited cost certification is required for every low-income housing tax credit deal and we have the experience to resolve issues that frequently occur. Cost overruns can cause a property financed by tax-exempt bonds to fail the critical 50 percent test - cost savings or a tax credit rate decrease could result in a tax credit shortfall. Situations such as this require the problem solving expertise provided by CohnReznick. New Markets The New Markets Tax Credit (NMTC) Program was designed as a subsidy that could encourage investment in low-income communities across the country. The tax credit is an additional factor motivating private sector investment capital for the benefit of commercial activity. The program provides these communities with access to capital and opportunities for economic growth that they would otherwise not have. CohnReznick has been active in the NMTC Program since its inception. Today, we work closely with key participants including the U.S. Treasury s Community Development Financial Institution (CDFI) Fund, the IRS, the NMTC Coalition, Community Development Entities (CDEs), investors, and end-users of NMTC capital. As a result, CohnReznick has become a national leader in providing assurance, tax, transactional, and consulting services for CDEs, investors, businesses and developers looking to participate in the NMTC Program. Our services include: Transactional advisory services: CohnReznick s NMTC transactional advisory professionals are focused on an efficient and productive approach in moving transactions toward closings. In the course of structuring and underwriting, we consider economic/quantitative factors as well as qualitative factors that impact programmatic issues as well as reputational and community development considerations that can be vital to these types of transactions. We work closely with all parties to address various tax issues and mitigate the tax impacts of a transaction upon liquidation. These issues may include original issue discount regulations, allocation of fees as it relates to timing of deductibility, impact of fees on recipients, calculations of QEI/investor redemptions under the Section 45D Safe Harbor provision, and imputed interest calculations.
Audit, financial, and compliance support: We perform turn-key outsourced NMTC compliance services on behalf of CDEs and investors. These include preparing Agreed Upon Procedures Compliance Reports, performing annual CDE and NMTC Investment Fund audits, performing independent compliance program reviews, and preparing associated tax returns. We help to structure loans and investments to adhere to a CDE s overall tax strategy in full compliance with state and local tax regulations. We also perform financial modeling services for NMTC transactions and underlying businesses and offer a full range of CDE and NMTC Investment Fund attestation, tax, and compliance services. We also help our clients implement industry best practices to enable them to score well in the event of an IRS audit or CDFI Fund site review. We are extensively involved in the financial structuring and modeling of NMTC transactions and the identification and evaluation of transaction participants. Our financial model is well recognized by CDEs, investors, and tax attorneys, and commonly used or relied upon in the drafting of tax opinions. Our prototype model is used for both leveraged and unleveraged NMTC transactions that include loan pools/ funds, schedules that address investor yields, net income/loss pass through, cash flows, dissemination of fees, substantially all investment test, recycling of proceeds (if applicable), back end and residual returns and tax impact to all beneficiaries and borrower benefits. CDE certification: We help to establish the framework for CDEs including the submission of CDE Certification Applications and the development of strategic business plans for CDEs, Board make-up, and conformance with the low-income community representation and mission requirements under the program. NMTC Allocation Application Support: We assist CDEs in the preparation and submission of NMTC Allocation Applications. Our services include the development of the overall strategy and investment plan tied to the use of an allocation with a focus on how this plan will be weighted in the scoring of the application. We also assist in designing flexible loan products, plans to introduce these products into the marketplace, the development of underwriting criteria, and overall loan application process. As an advisor to the CDE in this capacity, our goal is to help ensure the application meets the criteria and mission of the NMTC program, addresses the scoring criteria in all sections of the application, and demonstrates the depth and credibility of the CDE and its knowledge of the NMTC Program. NMTC Program guidance and training: Our NMTC Practice is intimately familiar with the IRS field audit review checklists and the CDFI Fund s site review program. We can establish an in-house compliance program which includes customized onsite training for staff. The scope of training typically consists of a comprehensive review of the tasks CDEs must perform in order to maintain compliance with regulatory and programmatic requirements. If a client wishes to report to the CDFI Fund manually through its Community Impact Information System (CIIS), we can help establish a system for documentation requirements and filings. This can include establishing procedures and documentation requirements for the maintenance of CDE status, establishing procedures for semi-annual testing, creating a program for investment/qlici/ QALICB due diligence and documentation, and developing procedures to collect data for the timely filing of IRS Form 8874A. Renewable Energy The renewable energy industry is a complex and evolving landscape of new technologies, growth, and opportunity. Companies in this industry must deal with a range of issues including a highly competitive tax equity marketplace, a growing movement toward consolidation and vertical integration, and complex transactional and structuring models to finance renewable energy facilities. CohnReznick was one of the first national CPA firms to establish a dedicated renewable energy practice with an integrated team of highly experienced professionals. Today, we work with our renewable energy clients to navigate multifaceted business and financial issues. We help them grow and succeed by providing technical, transactional, accounting, and tax advice through the entire life cycle of a project. CohnReznick provides services to clients across all major renewable energy segments including solar, wind, and biomass. Working with Reznick Capital Markets Securities (transaction financing) and CohnReznick Think Energy (technical consulting) our services include: Technical advisory: Prior to the start of a project, we can provide a range of services to help determine a project s economic potential. We can conduct site, technology, and contractual reviews; assist with power purchase agreement (PPA) negotiations; conduct interconnection and permitting reviews; and perform feasibility studies (technical, regulatory, financial, etc.).
Valuation: Stakeholders and key decision makers need asset valuations that refl ect the realities of the market. We provide fi nancial modeling and structuring services designed to substantiate the economic substance of a project. Federal renewable energy incentives also require independent assessments of fair market value. We also provide such assessments. Transactional advisory: CohnReznick has extensive experience helping project developers successfully close deals by providing them with the intelligence needed to make informed risk/reward decisions. We offer a range of services including transaction structuring, fi nancial and tax due diligence, debt and equity fi nancial advisory, and implementation consulting services. Transaction structuring and analysis: We can help develop transaction structures to maximize tax credits and equity proceeds, mitigate risk of tax credit recapture or reallocations, and preserve transaction integrity before the IRS. We also provide experience-based solutions when project sponsors and tax equity partners are at an impasse. Maximizing proceeds: We can verify that the price and terms offered by prospective tax equity partners refl ect current market conditions. Financing: We work with developers and investors to identify the best possible solutions for tax equity, equity, debt, asset sales or purchases (either directly or through sale-leasebacks). CohnReznick serves fi nancial institutions, infrastructure funds, strategic participants (independent power producers and utilities), and wind and solar developers nationwide. Pre-COD/COD: We provide a range of services relevant to the proposed commercial operation date (COD) of a renewable energy project. We can provide both independent accountant cost certifi cations and placed-in-service certifi cations. We also perform cost segregation studies on renewable energy facilities to help identify project components eligible for accelerated depreciation. Operational services: Once a renewable energy project is in operation, we provide a variety of ongoing fi nancial advisory and compliance services. These include IRS or state revenue audit assistance, state and local property tax compliance services, federal regulatory compliance services, merger and acquisition consulting, sales and use tax consulting, and corporate tax advice. Historic Rehabilitation The rehabilitation of historic buildings brings new life to old structures, repurposing them for today s business and housing needs. Since 1976, The Federal Historic Preservation Tax Incentives Program has provided incentives to do just that, and today a tax credit can be applied to the preservation of historic properties for offi ces, rental housing, and retail stores. Since the inception of the program, savvy investors, developers, and owners have turned to CohnReznick for our technical knowledge and guidance on projects that qualify for historic tax credits as well as our experience with thousands of rehabilitation projects across the country. We fully understand the competing interests of all parties in historic rehabilitation projects and the range of tax credit opportunities available from state to state. We help developers manage the compliance process and qualify for other tax credits that can be combined with the historic tax credit such as low-income housing tax credits and state tax credits. Our services include: Financial analysis and strategy: We prepare fi nancial analyses to estimate tax credits, refl ecting key sharing arrangements of the project economics and tax benefi ts such as depreciation, and assist in attracting tax equity. These projections also serve as an important blueprint for legal advisors to prepare closing documents.
Tax Credit Investment Services Tax credit investments offer corporations the opportunity to lower their effective tax rate and increase their after-tax earnings. For bank investors, most tax credit investments also offer the opportunity to help them meet their obligations under the Community Reinvestment Act (CRA). While most tax credit investments offer institutional investors competitive rates of return and a low risk profi le, every investment requires careful due diligence and the adoption of risk management strategies. CohnReznick s Tax Credit Investment Services Practice provides strategic advisory and due diligence services to help investor clients make informed decisions on acquiring and subsequently managing their tax credit investments. Whether the opportunity involves a low-income housing, New Markets, historic, or renewable energy credit investment, we evaluate each offering s projected yield and business terms, assess the quality of the project s developers and other counter parties, understand any material income tax risks, and provide our independent judgment of the strengths and weaknesses of the underlying project. Our services include: Tax credit investment strategy: We provide risk assessment and yield analysis for potential investments in the context of market conditions, our client s investment alternatives, and their specifi c investment goals. We also provide our clients with advice concerning the purchase or sale of secondary market opportunities. Investment due diligence: We help our clients to evaluate the sponsors of tax credit investment funds by examining the sponsor s business strategies, senior management, fi nancial strength, asset management capability, and overall investment track record. Federal renewable energy incentives also require independent assessments of fair market value. We provide such assessments. Portfolio and asset management reviews: We review investment portfolios to compare actual and projected yield and benefi t delivery, identify unclaimed tax credits and losses, and provide advice on troubled assets. We also advise on exit strategies to minimize tax risk, identify potential residual value opportunities, and move marginal assets off the client s balance sheet. Market education and industry research: We conduct industry studies on asset performance and the impact of proposed legislative and regulatory changes, perform benchmarking studies, and develop training materials. We also monitor trends in tax credit pricing, business terms, equity market demand, and best practices in risk management. Media and Entertainment Most states have lucrative state tax credits or other incentive programs designed to attract movie production and distribution businesses as well as other media and entertainment companies. While these tax credits can be highly rewarding, an in-depth understanding of each state s tax incentive programs is needed to help producers and studio executives assess the tax implications of potential production locations, develop strategies to maximize tax benefi ts, implement a compliance program, and monetize the credits. CohnReznick s tax credit professionals are well-versed in the intricacies of media and entertainment tax incentive programs. We help clients meet necessary compliance requirements while also fi nding ways to help them maximize benefi ts. Our services include: Pre-production tax planning: In conjunction with state economic development agencies, we analyze production schedules for tax implications, create and review project budgets, and develop strategies to maximize incentives. We then provide comparisons of jurisdictions and recommend production locations. Production and post-production support: We help our clients complete applications for tax credit eligibility, monitor production schedules to maximize tax incentives, and conduct agreed-upon procedures and cost report audits. We also prepare cost certifi cation reports and help monetize tax credits earned. CohnReznick s Tax Services CohnReznick s tax professionals help our clients achieve success by following proactive, responsible tax practices. We provide them with experienced and timely guidance on tax allocation, compliance, and preparation as well as services relative to international and state and local taxes. We also provide a range of tax specialty services that include cost segregation studies, tax controversy advisory, and like-kind (1031) exchanges. Our goal is to help companies minimize their tax liabilities to increase the resources they need to grow their companies. Learn More CohnReznick s deep knowledge of tax credits has helped businesses in many different industries lower their tax burden and maximize the after-tax yield from their projects. For more information on how your company can benefit from our tax credit advisory and investment services, visit: www.cohnreznick.com/taxcreditadvisory
About CohnReznick With origins dating back to 1919, CohnReznick LLP is the 11th largest accounting, tax, and advisory fi rm in the United States, combining the resources and technical expertise of a national fi rm with the hands-on, entrepreneurial approach that today s dynamic business environment demands. CohnReznick serves a large number of diverse industries and offers specialized services for Fortune 1000 companies, owner-managed fi rms, international enterprises, government agencies, not-for-profi t organizations, and other key market sectors. Headquartered in New York, NY, CohnReznick serves its clients with more than 280 partners, 2,200 employees, and 26 offi ces. The Firm is a member of Nexia International, a global network of independent accountancy, tax, and business advisors. For more information, visit www.cohnreznick.com. For more information visit: cohnreznick.com CohnReznick is an independent member of Nexia International Circular 230 Notice: In compliance with U.S. Treasury Regulations, the information included herein (or in any attachment) is not intended or written to be used, and it cannot be used by any taxpayer for the purpose of i) avoiding penalties the IRS and others may impose on the taxpayer or ii) promoting, marketing or recommending to another party any tax related matters. CohnReznick LLP 2013 This has been prepared for information purposes and general guidance only and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specifi c professional advice. No representation or warranty (express or implied) is made as to the accuracy or completeness of the information contained in this publication, and CohnReznick, its members, employees and agents accept no liability, and disclaim all responsibility, for the consequences of you and anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.