New Markets Tax Credits After OBBBA: Deal Structures, Pairing With Other Tax Credits, Allocating COD Income to Partners

In his national practice, Mr. Kolodner represents sponsors, lenders, and investors in community development projects using tax credit financing. Bringing more than 20 years of experience, he focuses on complex deal structuring in a variety of transactions that combine tax incentives—notably New Markets Tax Credits (NMTC), Historic Tax Credits (HTC), Low-Income Housing Tax Credits (LIHTC), and Renewable Energy Tax Credits—with state tax credits that mirror them, as well as other financing sources. Mr. Kolodner’s clients include large and small developers in both the for-profit and nonprofit sectors, Qualified Active Low-Income Community Businesses (QALICBs), Community Development Entities (CDEs), institutional tax credit investors, community lenders, and regional banks. Mr. Kolodner collaborates with clients to complete transactions that provide affordable housing, save and restore historic buildings, and create highly valued neighborhood facilities. He serves on the board of Preservation Massachusetts, participates in the tax credit coalitions for both HTC and NMTC, and lobbies for tax credits on national and state levels and regularly speaks at local and national conferences on tax incentives and complex deal structuring.

Mr. Smith has over 25 years of experience and focuses on tax-advantaged finance and securities transactions and on infrastructure transactions. He advises government, nonprofit, and for-profit organizations on taxable and tax-exempt financings, serving as bond counsel, disclosure counsel, issuer’s counsel, and underwriter’s counsel. Mr. Smith also advises clients on related matters, including financing restructurings, interest rate swaps, and tender offers. Finally, he assists clients in navigating post-issuance tax and securities issues, such as determining permitted uses of bond proceeds, arbitrage and rebate compliance, and continuing disclosure. Mr. Smith advises clients on other types of tax-advantaged financings, such as deals eligible for federal and state new markets tax credits and deals eligible under the federal Opportunity Zone program. In recent years, he has closed several hundred million dollars in new markets tax credits financings. A hallmark of Mr. Smith’s NMTC experience has been his understanding of how to combine federal NMTCs with other financing programs like state NMTCs, federal and state historic tax credits, and taxable and tax-exempt bond financing. He has served as President and a member of the Executive Committee of the National Association of Bond Lawyers and also has served as Chair of NABL’s Securities Law and Disclosure Committee.

Mr. Whitney is dedicated to structuring and financing low-income housing, historic rehabilitation, and new markets tax credit transactions. Utilizing his unique experience structuring tax credit transactions, Mr. Whitney leads a team that represents developers, investors, syndicators, lenders and Community Development Enterprises (CDEs) in all aspects of tax credit transactions. In 2024, the team closed over 73 tax credit transactions totaling over $900 million in tax credit equity. Mr. Whitney and his team regularly represent CDEs on the deployment of New Markets Tax Credit (NMTCs) allocations. He also represents Qualified Active Low Income Community Business that have received NMTCs awards. Mr. Whitney has a passion for affordable housing, representing lenders in the financing of hundreds of millions of dollars annually of LIHTC construction and permanent debt for both 4% and 9% deals. Finally, Mr. Whitney is involved in billions of dollars of historic rehabilitation projects nationwide utilizing federal and state historic tax credits. His historic rehabilitation experience includes the representation of historic tax credit bridge lenders, syndicators and developers. Many of his projects also utilize other incentives such as tax abatements/exemptions and tax increment financing.