Back-Leverage Financing for Renewable Energy Projects: Key Considerations for Energy Counsel, Lenders, and Tax Equity Investors
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Energy
- event Date
Tuesday, March 25, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE course will guide renewable energy counsel and lenders on back-leverage financing options and structuring considerations for energy projects. The panel will discuss critical issues relating to structuring back-leveraged financing transactions, the impact on tax equity partners, protections for lenders, and other considerations crucial to financing.
Ms. Abou-Chedid's practice focuses on the representation of public and private entities in domestic and international project finance and energy projects.
Mr. Burton advises clients on a wide range of U.S. tax matters, with a particular emphasis on project finance and energy transactions. In addition, he also advises clients on tax matters regarding the formation and structuring of domestic and offshore investment funds. He has extensive experience structuring tax-driven vehicles, such as sale-leasebacks, flip partnerships, inverted leases and other structures, for the acquisition and financing of renewable energy assets.
Mr. Schulwolf is a partner in Shipman's Business and Corporate Practice Group. He focuses his practice on advising clients in financing, investment, acquisition, and restructuring transactions. In the Finance sector, Mr. Schulwolf regularly represents financial institutions including banks, mezzanine funds, and other institutional investors in structuring, documenting, and closing complex senior and mezzanine financings, including mezzanine financings with equity co-investments. He regularly represents lenders in connection with acquisition financings, financing of alternative energy projects (including wind, solar, and fuel cell projects), asset-based loans, cash flow loans, and syndicated credit facilities and he also represents Shipman's corporate clients and private equity portfolio companies in their financing transactions.
Renewable energy projects face unique challenges in financing construction and operations. To match the demands of secured permanent debt and tax equity investments, back-leverage debt structures can provide necessary capital but must be carefully crafted.
In a back-leverage structure, debt financing is provided by lenders to a holding company that owns a controlling interest in a tax equity partnership, which owns the owner of the project assets. If structured correctly, this allows for the sole collateral securing the debt to remain on the developer or sponsor side of equity interests in the partnership allowing for tax equity investors to remain the structurally senior financing party.
Renewable energy counsel structuring these transactions must consider cash flow waterfall and diversion issues, transfer restrictions, foreclosures, project letters of credit, and other vital matters.
Listen as our panel discusses the challenges of structuring back-leveraged financing transactions, the impact on tax equity partners, protections for lenders, and other critical items for financing renewables.
- Back-leverage financing structures
- Cash waterfall and diversion
- Foreclosure and avoiding investment tax credit recapture for the tax equity investor
- Key considerations for developers, lenders, and tax equity investors
The panel will review these and other key issues:
- What is the typical structure and what are the challenges for back-leverage debt financing?
- How operating agreements for tax equity partnerships are drafted to minimize investment tax credit recapture in a foreclosure scenario and protect the tax equity investor from suffering any recapture cost
- What are the key issues relating to cash flow?
- What terms should be negotiated concerning transfers of interest?
- What are the key considerations relating to letters of credit?
- What are best practices and pitfalls to avoid for developers, lenders, and investors?
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