Presenting a live 90-minute webinar with interactive Q&A Qualified Opportunity Zones & Energy Projects: New Tax Incentives Eligibility Requirements, Formation, Self-Certification, Favorable Treatment of Returns on Investment THURSDAY, OCTOBER 18, 2018 1pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: Michael D. Haun, Partner, Paul Hastings, Los Angeles James O. Lang, Shareholder, Greenberg Traurig, Tampa, Fla. The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions emailed to registrants for additional information. If you have any questions, please contact Customer Service at 1-800-926-7926 ext. 1.
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QUALIFIED OPPORTUNITY ZONES DEFINED Rev. Proc. 2018-16 detailed the QOZ designation process for states. The states had until March 21, 2018 to nominate tracts as QOZs (with the ability to request a 30-day extension). The Treasury had to certify designations within 30 days after receiving nominations. The census tracts that were eligible were low-income community census tracts ( LICCTs ) Poverty rate of at least 20% If tract not located within a metropolitan area, median family income ( MFI ) did not exceed 80% of statewide MFI If tract located within a metropolitan area, MFI did not exceed 80% of the greater of statewide MFI or metro area MFI 5
QUALIFIED OPPORTUNITY ZONES DEFINED (CONT D) Non-LICCT Tracts Must be contiguous to 1 or more LICT that are also nominated, and MFI in the non-licct is less than 125% of MFI in LICCT Maximum nominations in a State could not exceed 25% of total number of LICCTs in the State Non LICCT Tracts limited to 5% of LICCTs that were also nominated Rev. Proc. 2018-16 detailed the QOZ designation process for states. The states had until March 21, 2018 to nominate tracts as QOZs (with the ability to request a 30-day extension). The Treasury had to certify designations within 30 days after receiving nominations. 6
QUALIFIED OPPORTUNITY ZONES DEFINED (CONT D) The nomination and designation process is complete, and a full list of designated QOZs can be found in Notice 2018-48. The designation of the QOZs remains in effect until the close of the 10th year after the year of the designation (i.e., December 31, 2028). A list and a map of the final QOZs can be accessed on the Treasury s Community Development Financial Institutions Fund website here: https://www.cdfifund.gov/pages/opportunityzones.aspx. 7
Qualified Opportunity Funds
O-Fund Certification Corporation or Partnership organized for the purpose of investment in Qualified O-Zone Property State Law LLC treatment? Self-Certification 90% Investment Requirement Timing Issues Examples Safe Harbors? Measurement of assets? 2018 Greenberg Traurig, LLP 9
Qualified O-Zone Property 1. Qualified O-Zone Business Property Tangible Property used in a Trade or Business 2. Qualified O-Zone Stock Domestic corporation acquired after December 31, 2017 as original issue During substantially all of the holding period, the corporation is a Qualified Opportunity Zone Business 3. Qualified O-Zone Partnership Interest Capital or profits interest in a domestic partnership acquired after December 31, 2017 During substantially all of the holding period, the partnership is a Qualified Opportunity Zone Business 2018 Greenberg Traurig, LLP 10
Qualified O-Zone Business Property 1. Acquired by purchase after December 31, 2017 Leasehold Interest? Related Party Rules Structure for Existing Property 2. Use of Property (Original vs. Existing) 3. During substantially all of the holding period, substantially all of the use was in a O-Zone 2018 Greenberg Traurig, LLP 11
O-Zone Business Property Use Qualification Original use must commence in O-Zone or be subject to substantial improvement 30 month basis analysis Purpose/Partnership Treatment/Guidance Equipment Considerations When is property subject to test (original vs. existing use)? Exclusion of land in substantial improvement test? Restrictions: NQFP Sin Businesses Intellectual Property not used in trade or business Related Party Transactions 2018 Greenberg Traurig, LLP 12
Qualified O-Zone Business Substantially all of the tangible property is Qualified O-Zone Property At least 50% of total gross income is derived from the active conduct arising from Qualified O-Zone Property Triple net leases? Area for additional guidance in relation to acquisition of existing businesses and going concerns Discussion of businesses involved in developing intangible property (R&D) 2018 Greenberg Traurig, LLP 13
Additional Considerations Sale and reinvestment in businesses and property within an O- Fund (churning or recycling of investments) Safe harbor for Qualified O-Zone Businesses where tangible property ceases to be O-Zone Business Property for the lesser of 5 years or the date the property is no longer held by the Qualified O-Zone Business 15 Year Timeline for Program/5 year Timeline for Investment Substantially All Test Anti-abuse Regulations Carried Interest Basis Rules Debt Distributions and Treatment of Debt on Sale/Exchange 2018 Greenberg Traurig, LLP 14
Application of Opportunity Fund Investment
Application Scenario $200 Equities Sold Investment by taxpayer who is the taxpayer? $100 Capital Gains Discussion of Gains 1231 Gains/1245 Recapture/Carried Interest? Investment in Qualified O-Funds within 180 Days of liquidation/sale/exchange to third party 2018 Greenberg Traurig, LLP 16
Differentiation with 1031 Exchanges 1031 Recycling 2026 Tax Event New limitations on Section 1031 Deferral Flexibility/Structuring Like-kind Property Basis 1245 Depreciation Recapture? 2018 Greenberg Traurig, LLP 17
Opportunity Fund Investment 90% O-Fund Investment Threshold Qualified Opportunity Zone Property Semi-Annual Test Safe Harbors? Investment Structuring Bifurcated Investment Discuss Fresh Capital/Non-Gains Treatment 2018 Greenberg Traurig, LLP 18
Application Scenario Initial Benefit $100 Invested in O-Fund into Qualified O-Zone Property (discussed later) Original Use vs. Existing Property Substantial Improvement Tax Basis of $0 Basis Discussion/Depreciation? Immediate Deferral (Example: Liquidation Year 4) State Treatment? 2018 Greenberg Traurig, LLP 19
Investment Example Year 5: 10% Step-up in Basis Year 7: 5% Step-up in Basis December 31, 2026: Recognition Event Subject to extension Liquidity Issue 2018 Greenberg Traurig, LLP 20
Application Scenario 10 Year Benefit 10 Years: Upon sale/exchange of interest in QOF, step-up in basis to Fair Market Value Sale of QOF interest All post-investment appreciation tax free after 10 years $100 Investment now worth $600, $500 not subject to capital gains taxation upon disposition Depreciation Recapture? Debt Distributions/Refinance? 2018 Greenberg Traurig, LLP 21
Operating Companies and Equipment Qualified Opportunity Zone Business 2 Tier Structuring Discussion of relocation/start-up activity Existing Operating Businesses in an O-Zone 2026 Benefit Discussion Appreciation on Portfolio Companies Twinning with Real Estate 2018 Greenberg Traurig, LLP 22
Types of Investors 1031 Family Offices High Net Worth Individuals Private Equity Venture Capital Real Estate/Specialty Funds Hedge Funds* 2018 Greenberg Traurig, LLP 23
Phase Down 10 Year Opportunity Zone Designation December 31, 2019 December 31, 2021 December 31, 2024? December 31, 2026? 5 Year Grace Period for QOZBs Creating Advancement and Personal Improvement in Targeted American Localities Act (CAPITAL H.R. 6890) 2018 Greenberg Traurig, LLP 24
RENEWABLE ENERGY TAX INCENTIVES The benefits of the OZ program may be combined with other tax subsidy programs such as those provided for renewable energy. Details on how these programs may be combined is expected to be addressed in the upcoming Treasury Regulations. There are two federal incentives for investments in renewable energy are the Section 45 Production Tax Credit and the Section 48 Energy Credit. Importantly, these options are alternatives and cannot be used in conjunction with each other (i.e., a project cannot claim both the Production Tax Credit and Energy Credit). Wind are eligible for the Section 48 Production Tax Credit or may elect to take the Section 48 Energy Credit. For all other technologies, the credit is not available for systems whose construction commenced after December 31, 2017. Solar, fuel cell, small wind projects and certain other types of power production are eligible for the Section 48 Energy Credit. 25
SECTION 45 PRODUCTION TAX CREDIT (CONT D) As its name suggests, the Production Tax Credit ( PTC ) is based off of the facility s electrical output over a period of time. General. The PTC is based on the electricity output from renewable energy sources, including wind power. The electricity must be sold by the taxpayer to an unrelated person and must be produced in the United States or a U.S. possession. Carryback/Carryforward. Unused PTCs can be carried back to the preceding tax year or carried forward to each of the next twenty tax years. 26
SECTION 45 PRODUCTION TAX CREDIT (CONT D) Energy Credit in Lieu of the PTC. Taxpayers have the option of taking Section 48 Energy Credits in lieu of the PTC. This option is discussed in greater detail on subsequent slides. Value of the PTCs. The calculation of the value of the PTCs generated by qualifying wind facilities is determined by the date on which such facility begins construction. The PTC is currently equal to 2.4 cents per kilowatt hour of electricity produced each year over a 10 year period beginning on the date the wind facility is placed in service. If a wind facility begins construction before January 1, 2017, it is eligible for 100% of the PTCs it generates. 27
SECTION 45 PRODUCTION TAX CREDIT (CONT D) If a wind facility begins construction on or after January 1, 2017, the PTCs for wind facilities are phased out by 20% per year until they are completely phased out for projects that begin construction after December 31, 2019. There are two alternative tests to determine if the beginning of construction requirement has been met: (1) by making a significant beginning of physical work, or (2) by incurring or paying at least 5% of the total cost of the facility. Both tests have a continuity requirement where continuous progress must be made toward completing the project after construction begins. The continuity requirement will be deemed met if an energy property is placed in service no more than four calendar years after the calendar year during which construction began. 28
SECTION 48 ENERGY CREDIT General. The Energy Credit is part of the U.S. investment tax credit ( ITC ) and the calculation of the amount of the ITCs for energy property is determined by the date on which such facility begins construction. If a solar facility begins construction before December 31, 2019, it is eligible to use an energy percentage of 30% to determine ITCs. If a solar facility begins construction after December 31, 2019, but before January 1, 2021, it is eligible to use a reduced energy percentage of 26% to determine ITCs. If a solar facility begins construction after December 31, 2020, but before January 1, 2022, it is eligible to use a further reduced energy percentage of 22% to determine ITCs. If construction begins in 2022 or later, the ITC is decreased to 10% for nonresidential solar projects that begin construction before January 1, 2022, and are placed in service after December 31, 2023, but drops to 0% for residential solar projects. Similar to the PTC, the ITC has a continuity requirement which will be deemed met if an energy property is placed in service no more than four calendar years after the calendar year during which construction began. 29
SECTION 48 ENERGY CREDIT (KEY DATES) 30
SECTION 48 ENERGY CREDIT (CONT D) Carryback/Carryforward. Unused ITCs can be carried back to the preceding tax year or carried forward to each of the next twenty tax years. Recapture Period. While the full ITC is available in the year that the Energy Property is placed in service, the ITC actually vests over a 5 year period and is subject to recapture if the underlying property is disposed of by the taxpayer or ceases to be Energy Property within such five year period. For example, if the Energy Property is disposed of by the taxpayer within two years of being placed in service, 80% of the ITC would be recaptured. Generally, foreign investment in U.S. renewable projects requires a U.S. tax base or a U.S.-based tax equity investor. Since it is possible to carry forward the tax benefits, even if no U.S. tax equity investor is utilized, future taxable income generated by the project may be offset by tax credits and losses that are carried forward. Possible structures for foreign investment will be discussed on later slides. 31
SECTION 48 ENERGY CREDIT (CONT D) Code Section 48(a)(5). For purposes of taking the ITC in lieu of the PTC, the term Energy Property means any property at a qualified facility within the meaning of Code Section 45 which is: Tangible personal property; or Other tangible personal property (not including a building or its structural components), but only if such property is used as an integral part of the qualified facility; and with respect to which depreciation is allowed. For property that generates electricity, qualifying energy property includes storage devices, power conditioning equipment, transfer equipment and parts related to the functioning of those items. However, energy property does not include any electrical transmission equipment, such as transmission lines and towers, or any equipment beyond the electrical transmission stage, such as transformers and distribution lines. 32
SECTION 48 ENERGY CREDIT (CONT D) Energy Property is generally depreciable over five years on an accelerated basis. However, changes in 2018 tax reform permit the immediate expensing of Energy Property in the year in which the property is commissioned. The tax depreciable basis that the taxpayer claims for the Energy Property must be reduced by 50% of the amount of the Energy Credit. For example, if a 30% credit is claimed on certain Energy Property that costs $100,000, then the taxpayer is entitled to a $30,000 Energy Credit ($100,000 * 30%). The taxpayer will have a depreciable basis in the Energy Property of $85,000 (equal to the cost of the equipment ($100,000) less $15,000 (or 50% of the $30,000 Energy Credit)). 33
SECTION 48 ENERGY CREDIT (CONT D) The Energy Credit is not allowed with respect to property used outside the United States or outside U.S. possessions. The Energy Credit is not allowed with respect to property owned by or leased to: Tax-exempt organizations; Governmental units; or A foreign person or entity. However, a foreign person or entity may be eligible if more than 50% of the gross income derived by the foreign person or entity from the use of the Energy Property is: (i) subject to U.S. income taxation; or (ii) included in the gross income of a U.S. shareholder under Code Section 951. Moreover, as will be discussed later, structuring options are available through the use of U.S. blocker corporations which allow ineligible persons or entities to participate in a project s ownership. 34
Structures and Opportunities
Advanced Strategies 2026 Fair Market Value Inside/Outside Debt Margin Debt Carried Interest and Promote? JV Structuring Preferred Returns Accrual and Options A & B Companies Substantial Improvement Structures? 2018 Greenberg Traurig, LLP 36
Structuring Limited Partnerships/Preferred Interests Project Finance Return Targets for Investors Options/Exits Replacement of Debt and Enhancement of Equity O-Fund Equity invested with Non O-Fund Equity Warehousing 2018 Greenberg Traurig, LLP 37
Strategies for Today
Strategies 1031 vs. Opportunity Fund Pending Acquisition Trailing Sale Captive Funds Single Asset vs. Pooled Funds Fund Formation 2018 Greenberg Traurig, LLP 39
Potential Regulatory Guidance Churning/Recycling? Eligible Taxpayers? Safe Harbors for Initial Investment/Construction or Treatment of Construction Disbursement Account as Reasonable Working Capital? Disposition Active Conduct Gains? LLC Treatment Substantially All? Substantial Improvement and Partnership Treatment Sale or Exchange within a Partnership Basis Treatment/Depreciation/Recapture Debt at disposition Timelines Non Pro-Rata Distributions (Carried Interest) Debt Distribution vs. Redemption (Sale or Exchange Treatment?) Acquisition of Property Prior to December 31, 2017 and Operating Businesses Reasonable Expectations for Active Conduct and Trade or Business? 2018 Greenberg Traurig, LLP 40
INVESTMENT STRUCTURES: DIRECT INVESTMENT IN PARTNERSHIP OR LIMITED LIABILITY COMPANY WITH US PARTIES DIRECT OWNERSHIP STRUCTURE DIAGRAM Incentive Programs (RECs/Carbon Credits/Rebates) Facility Developer Development Contract Owner LLC (QOF) Operates Project Debt P&I Lender Tax Credit Equity Investor LP Tax Credits Manager Payment Power Power Purchase Agreements (PPAs) (Building Owners/Tenants Commit to Purchase Energy Output) 41 www.paulhastings.com
FOREIGN INVESTMENT STRUCTURE WITH U.S. BLOCKER CORPORATION Incentive Programs (RECs/Carbon Credits/Rebates) Facility Developer Development Contract Owner LLC (QOF) Debt P&I Operates Project/Investor Lender Tax Credit Equity Investor LP Tax Credits Payment Power US Blocker Corporation Foreign Person/Entity Power Purchase Agreements (PPAs) (Building Owners/Tenants Commit to Purchase Energy Output) 42 www.paulhastings.com
INVESTMENT STRUCTURES: DIRECT INVESTMENT IN US PARTNERSHIP OR LIMITED LIABILITY COMPANY An owner/developer may partner with an equity investor that has both qualifying Section 1400Z-2 gain and an appetite for tax credits. In such case, the Energy Property is generally owned by a US partnership or limited liability company (each a flow-through entity for US income tax purposes) with the equity investor making a capital contribution to the partnership or limited liability company based on the amount of ITCs expected to be generated. The partnership or limited liability company may also obtain traditional non-recourse permanent financing in addition to the equity investor s capital contributions. Pursuant to the transaction documents, certain management, development and other fees may be paid to the owner/developer. 43 www.paulhastings.com
INVESTMENT STRUCTURES: DIRECT INVESTMENT IN US PARTNERSHIP OR LIMITED LIABILITY COMPANY (CONT D) The owner/developer typically has an option to purchase the equity investor s interest in the partnership or limited liability company after the expiration of the five year recapture period (if the ITC is elected in lieu of the PTC). The option purchase price is typically equal to either the fair market value of the equity investor s interest or an amount sufficient to achieve a targeted investor internal rate of return. The tax credit investor will typically also have a put option in the event that the purchase option is not exercised by the owner/developer. For PTC investments, a put call arrangement is generally put in place so that the investors no longer participate in the project after the 10 th year. Combined with the Section 1400Z-2 fair market value election that the investor can make this may provide a unique opportunity to eliminate much of the original gain that was deferred, especially in a partnership flip structure, because there is generally not much value to the investor s interest when it exits an ITC or PTC QOF. Note that the OZ program benefit would not available to the investors, but for investors who were already looking at projects in OZ areas this provides an additional tax benefit as compared to a non-oz investment. 44 www.paulhastings.com
INVESTMENT STRUCTURES: DIRECT INVESTMENT IN US PARTNERSHIP OR LIMITED LIABILITY COMPANY (CONT D) This structure is available for projects involving PTCs or ITCs. The owner/developer and the equity investor will share in the tax allocations and cash distributions that are made by the partnership or limited liability company. Generally, these tax allocations and cash distributions are made 99% to the equity investor and the remaining 1% or less to the owner/developer until specific date or until the equity investor has reached a targeted internal rate of return. Thereafter, the partnership or operating agreement may provide for a flip of the tax allocations and cash distributions so that the owner/developer participates at a higher percentage in these items. The flip generally occurs after year five with the ITC or recapture period, or after year ten in the case of PTC projects. 45 www.paulhastings.com
INVESTMENT STRUCTURES: LEASE PASS-THROUGH STRUCTURE LEASE OWNERSHIP STRUCTURE DIAGRAM QOF Equity Investor LP Incentive Programs (RECs/Carbon Credits/Rebates) Facility Developer Development Contract Retains balance of losses Owner Manager LLC Owner LLC (QOF) Lender Rent IRC 50(d)(5) Tax Credit Pass-Through Lease Tenant LLC Less than 50% of losses Debt P&I Less than 50% ownership Tax Credit Equity Investor LP Tax Credits Operates Project Tenant Manager LLC Payment Power Power Purchase Agreements (PPAs) (Building Owners/Tenants Commit to Purchase Energy Output) 46 www.paulhastings.com
INVESTMENT STRUCTURES: LEASE PASS-THROUGH STRUCTURE Only available for projects involving ITCs. In cases where the tax credit investor is interested less in the depreciation deductions generated by the project, the Lease Pass- Through Structure allows for the bifurcation of the ITCs and the depreciation deductions because of the lease pass-through election. The transaction can be structured so that the lessee is entitled to the ITCs and the lessor is entitled to the depreciation deductions. The rent payments associated with the lease are designed to flush most, but not all, of the cash flow out of the lessee. 47 www.paulhastings.com
INVESTMENT STRUCTURES: LEASE PASS-THROUGH STRUCTURE (CONT D) Requirements of the pass-through election by the lessor: The property must be Section 38 Property (the property cannot be a building or structural component of a building); The original use of such property must commence with the lessor; The lessee must be the first person to actually use the property for its intended function; A statement of election to treat the lessee as a purchaser must be made (See Treasury Regulation 1.48-4); and The lessor cannot be a mutual savings bank, cooperative bank, a domestic building and loan association, a regulated investment company or a real estate investment trust. 48 www.paulhastings.com
INVESTMENT STRUCTURES: LEASE PASS-THROUGH STRUCTURE (CONT D) This structure also permits the QOF investors to be bifurcated from the tax equity investors which could allow the QOF investors to share in the upside of the project, if any, upon disposition. Query whether the transaction can be structured so that a QOF with the tax equity investor acquires the partnership interest of the Tenant LLC and the Tenant LLC s activities qualify as a QOZ business which would permit the tax equity investor to also receive the tax benefits of the OZ program in addition to the ITCs. 49 www.paulhastings.com
INVESTMENT STRUCTURES: SALE/LEASEBACK STRUCTURE SALE/LEASEBACK OWNERSHIP STRUCTURE DIAGRAM Incentive Programs (RECs/Carbon Credits/Rebates) Facility Tax Credits & Depreciation Tax Credit Equity Investor LP Owner Manager LLC Owner LLC (QOF) Lender Sells Project Leases back Tenant LLC Rent Debt P&I Operates Project Tenant Manager LLC Developer Payment Power Development Contract Power Purchase Agreements (PPAs) (Building Owners/Tenants Commit to Purchase Energy Output) 50 www.paulhastings.com
INVESTMENT STRUCTURES: SALE/LEASEBACK STRUCTURE Only available for projects involving ITCs. Renewable energy developer constructs project, then sells the project to institutional investor which then leases the project back to the developer. An investor in a sale/leaseback transaction for projects involving ITCs has up to 3 months following the date on which the project is commissioned to acquire the project and still be eligible for the ITC. Developer that wants to retain project must purchase at the end of the tax benefits period for the fair market value of the project (unlike a project structured using a partnership flip where the developer retains most of the residual value). 51 www.paulhastings.com
INVESTMENT STRUCTURES: SALE/LEASEBACK STRUCTURE (CONT D) The lessor/owner generates a large after-tax yield with this structure because it retains the residual value. This structure permits a tax equity investor to participate in the QOF and receive the benefit of both the tax deferral on the invested gain, as well as, the appreciation in the project not being subject to tax. 52 www.paulhastings.com
INVESTMENT STRUCTURES: LEASE STRUCTURES IRS Rev. Proc. 2001-28 provides the following guidelines which must be met for the Service to issue an advance ruling indicating that a lease will be respected as a lease, rather than a sale, for tax purposes: The lessor has made a minimum unconditional at risk investment of at least 20% of the cost of the property throughout the lease term. Neither the lessee nor any member of its affiliated group has a contractual right to purchase the property from the lessor at a price that is less than its fair market value at the time the right is exercised. The lessee and its affiliates (which might include the lessor if the lessee owns a 50% or greater interest in the lessor) have not furnished any part of the cost of the property or the improvements or additions (except for the specified nonseverable improvements and improvements or additions owned by the lessee that can be readily removed without causing material damage to the leased property). Neither the lessee nor its affiliates may lend any of the funds necessary to acquire the property or guarantee any indebtedness created in connection with its acquisition. The lessor must expect to receive a profit from the transaction apart from the value of, or the benefits derived from, the tax deductions and other tax attributes that arise from the transaction. 53 www.paulhastings.com
INVESTMENT STRUCTURES: LEASE STRUCTURES (CONT D) The advance ruling guidelines identified in Rev. Proc. 2001-28 are stricter than the standards adopted by the courts for identifying the tax owner of property. Benefits and Burdens Analysis: In general, the traditional court analysis focuses on the form of the transaction and whether the purported owner would benefit from any increase in the value of the property or bear the burden of a loss of capital. 54 www.paulhastings.com
James O. Lang 813.318.5731 langjim@gtlaw.com
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