EnergyNewswatch

Renewable Energy Project Structuring Under the Inflation Reduction Act (IRA)

January 30-31, 2024 | Denver, CO and Online

Click Here to register $1495 ($1695 after January 12)

If you are unable to attend at the scheduled date and time, we make recordings available to all registrants for three business days after the event

Renewable energy project tax incentives are vital in any renewable energy (including storage) transaction and – thanks to the Inflation Reduction Act (IRA) – utilities, munis, coops, non-profits, and other power-serving organizations also now have access to the renewable energy development and asset ownership landscape.

This course is designed to give renewable energy investors, developers, lenders, asset owners, utilities, and their advisers an in-depth understanding of the tax issues and financial issues involved in the development and structuring of projects.  It will examine in detail how the IRA, other infrastructure legislation passed in 2022, and related IRS guidance have re-shaped tax structuring for renewable energy and storage projects.

Learning Outcomes

The course content will:  

  • Review the existing incentives for renewable energy and discuss how the tax incentives for renewables investment has been influenced by the Biden administration and current Congress 
  • Discuss in depth the various rules for partnerships and leasing structures 
  • Explain how to optimize the financial accounting aspects of renewables 
  • Describe the use of energy and low-income community tax credits 
  • Review case studies using economic modeling analysis  
  • Discuss with experienced developers, lenders and investors the issues they confront in their projects 
  • Examine how to present financial documents to achieve the greatest “bankability”

Agenda

TUESDAY, JANUARY 30, 2024

9:00 a.m. – 4:45 p.m. Mountain Time

9:00 – 9:15 a.m. :: Overview and Introductions

9:15 – 10:45 a.m. :: Survey of Inflation Reduction Act (IRA) “Game-Changers”

  • Direct Pay
  • Transfer or sale of tax credits (Transferability)
  • Energy Community bonus
  • Domestic Content bonus
  • PTC for solar bonus
  • ITC storage eligibility bonus
  • Prevailing wage and apprenticeships bonus

Survey of Tax Incentive Transaction Instruments

  • Partnership flip
  • Sale leaseback
  • Lease pass-through (aka inverted lease)

Transaction Parties and Their Roles

  • Sponsor/ Project Developer / Utility
  • Lender
  • Tax equity investor

Overview of Tax Incentives for Renewable Energy

  • Primary tax incentives
    • Production Tax Credit (PTC) – Section 45 / sales of electricity to third parties
    • Investment Tax Credit (ITC) – Section 48 / facility cost basis
    • Accelerated Depreciation
  • The role of partnerships and LLCs
  • Significance of “begun construction” and getting projects started
  • Overview of modifications introduced by IRA
  • Extensions of ITC and PTC
  • New credits
  • Add-ons to the credit rates
  • Ability to sell tax credits or receive direct cash payments in lieu of tax credits

James Duffy, Partner & Chair – Renewable Energy Tax Credit Team, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac & Co LLP

10:45 – 11:00 a.m. :: Morning Break

11:00 a.m. – 12:30 p.m. :: Details of New Provisions Under the Inflation Reduction Act (IRA)

  • Extension of ITCs and PTCs
  • Prevailing wage and apprenticeships and the 5X multiplier
  • Add-ons for domestic content, energy communities, environmental justice (low income)
  • Availability of credits for hydrogen, carbon sequestration, storage
  • New carbon neutral ITC and PTC starting in 2025
  • New reasons to pay attention to “begun construction”
  • Sales of Credits (“Transferability”)
  • “Direct Pay” for tax-exempts, tribes, and governments

Forrest Milder, Partner, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac & Co LLP

12:30 – 1:30 p.m. :: Group Luncheon

1:30 – 2:00 p.m. :: Examining the Transaction Structures Applicable under IRA

  • Partnership flip
  • Sale leaseback
  • Lease pass-through (aka inverted lease)

James Duffy, Partner & Chair – Renewable Energy Tax Credit Team, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac & Co LLP

2:00 – 2:30 p.m. :: Tax Elements and Characteristics Applicable under IRA

  • Partnerships, LLCs and the pass-through of tax benefits
  • Allocations of income, loss, tax credits vs. distributions of income, Capital Accounts and DROs
  • Partner in a partnership, economic substance & profit motive

Forrest Milder, Partner, Nixon Peabody LLP

2:30 – 2:45 p.m. :: Afternoon Break

2:45 – 4:45 p.m. :: Financial Models Applicable under IRA

  • Overview and role of financial models
  • Setting the inputs
  • Specific attention to the “Flip” model Investment Tax Credit (ITC)

James Duffy, Partner & Chair – Renewable Energy Tax Credit Team, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac & Co LLP

4:45 p.m. :: Program Adjourns for Day

 

WEDNESDAY, JANUARY 31, 2024

9:00 a.m. – 4:45 p.m. Mountain Time

9:00 – 10:00 a.m. :: Financial Models Applicable Under IRA (continued)

  • Specific attention to the “Flip” model Production Tax Credit (PTC)

James Duffy, Partner & Chair – Renewable Energy Tax Credit Team, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac & Co LLP

10:00 – 10:45 a.m. :: Tax Issues in Greater Detail Applicable under IRA

  • Preserving tax credit eligibility and commencing construction
  • Physical work of a significant nature
  • 5% Safe Harbor
  • Comparing individual and corporate investors
    • Passive activity rules
    • At-risk rules
    • Suspended losses, carry-forwards and carry-backs
  • Participation of tax-exempt entities
    • PPAs vs. leases
    • When can they acquire ownership
    • Effects of the direct pay provisions of the IRA

Forrest Milder, Partner, Nixon Peabody LLP

10:45 – 11:00 a.m. :: Morning Break

11:00 a.m. – 12:30 p.m. :: Tax Issues in Greater Detail Applicable Under IRA

(Continued)

  • Battery Storage
    • Comparing storage as part of a project with “stand-alone”
  • Repowering projects
    • Used vs. new property analysis
    • IRS guidance
  • State and local tax issues
    • Property tax exemptions
    • Non-resident withholding
  • Partnership allocations safe harbors
  • Deficit restoration obligations (DROs)
  • Exit Strategies
    • Options, calls, puts
    • What is fair market value and why does it matter
    • Income character (long term gain vs. ordinary income)

Forrest Milder, Partner, Nixon Peabody LLP

12:30 – 1:15 p.m. :: Group Luncheon

1:15 – 2:15 p.m. :: Financial Models Applicable under IRA

(Continued)

  • Detailed review of typical lease pass-through financial model

James Duffy, Partner & Chair – Renewable Energy Tax Credit Team, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac & Co LLP

2:15 – 3:00 p.m. :: Lender – Investor Engagement Interparty Agreements Applicable under IRA

  • Partnership flip parties’ transaction positions
  • Inverted lease parties’ transaction positions
  • What every tax credit investor wants to avoid
  • Lender recourse remedies
  • Loan Guarantees
  • Interparty agreements between lender and tax equity

Michael Kuhn, Senior Vice President – Corporate Banking, Cambridge Savings Bank

James Duffy, Partner & Chair – Renewable Energy Tax Credit Team, Nixon Peabody LLP

3:00 – 3:15 p.m. :: Afternoon Break

3:15 – 4:45 p.m. :: Tax Equity “Best Practices” Panel for Optimizing incentives under IRA / Open Forum

The roundtable-format panel will focus on the practical problems confronted by developers and other industry participants in maximizing the efficiency of monetizing tax incentives in structuring and financing renewable energy projects.  It will also discuss aspects of how to assemble a team of deal experts.  And the SMEs will consider externalities influencing the tax equity landscape, such as supply chain challenges, inflation impacts, contract re-negotiations and the like.

4:45 p.m. :: Program Adjournment