Dan's White Papers in PDF format
October 2011- "Project Finance- No
Banks, No Recourse, No Problem!"
Project finance enables a company to
finance a revenue-generating project on a stand-alone basis
without banks. To the project’s sponsor, the project finance
bonds are non-recourse and off-balance sheet. The low level
of the requisite equity (around 20%) enhances equity yields
and makes the investment more attractive to equity investors
(sources are identified). The project finance bonds might
qualify as tax-exempt, but in many cases can be successfully
placed as taxable bonds. This technique opens up financing in a wide range of
fields, including renewable energy (biomass, wood pellets,
biodiesel, solar, wind, geothermal, marine, hydrokinetic,
others), senior living, solid waste disposal (MSW,
MRF, others), and many other projects where there is either
"contracted for cash-flow" or mitigation if not (sources of
credit enhancement are identified). Project finance works
well with other programs that enhance value including New
Markets Tax Credits (NMTC), Section 1603 grants (which often
can be pre-funded via "bridge bonds"), and EB-5 immigrant
investor funding through a RegionalCenter. The White Paper explains how to
satisfy the market’s requirements for project finance bonds,
including issues relating to the EPC contractor, the EPC wrap, the power purchase agreement
(PPA)/offtake agreement, the independent engineer’s report
on technology (and how to use technology insurance), and
others. Dan McRae of Seyfarth Shaw and John May of Stern
Brothers presented this White Paper at a program on project
finance in Atlanta
in Fall 2011.
August 2011- "Inbound Investment: Key Considerations for Doing
Business in the U.S."
Private sector entities involved in
cross-border economic development projects, and public sector
bodies that facilitate these projects, will find this White
Paper helpful in obtaining successful project locations.
Subjects covered include corporate, contract and tax law
considerations, dispute resolution, real estate transactions,
construction, labor and human resources, employee benefits,
immigration, and intellectual property rights.
August 2011-
"Green Energy/Green Dollars"
This White Paper summarizes what a renewable energy company
needs to know now in order to obtain the debt and equity that it
needs. Explains tax credit equity, such as New Markets Tax
Credits, and incentives, such as a "Section 1603 grant." Shows
how to qualify for financing using manufacturing bonds, solid
waste disposal bonds, qualified energy conservation bonds, new
clean renewable energy bonds, or taxable bonds. The techniques
that are covered are useful for companies in various industries,
including waste disposal, MRFs, landfills, biomass, solar,
ethanol, wood pellets, tires-to-energy, wind, geothermal,
bio-diesel and others. Updated through the final IRS solid waste
disposal regulations issued in August 2011.
August
2011- "Definition of Solid Waste Disposal Facilities for
Tax-Exempt Bond Purposes"
These are the Final Regulations that the U.S. Treasury issued on
August 18, 2011, on the definition of solid waste disposal
facilities for purposes of the rules applicable to tax-exempt
bonds issued by State and local governments. The Final
Regulations contain many helpful provisions, such as those
dealing with biomass to electricity, logs and bark (and are
helpful regarding slash), manufacturing (including wood
pellets), MSW (municipal solid waste) and landfills, tires,
paper recycling, mixed-input facilities, and many others.
June 2011- "TIFs and TADs in Tough Times"
TIFs and TADs Questions and Answers
Communities can obtain economic development now, without losing
existing tax revenues, despite the bad economy. TIF (tax
increment finance) or TAD (tax allocation district) financings
are the tools to make this happen. These White Papers explain
how these financings work successfully for both communities and
developers, provide examples and a specimen bond model, and list
lessons learned. They were used in Summer 2011 presentations of
these tools by Dan McRae of Seyfarth Shaw LLP, and Ken Powell of
Stone & Youngberg.
May 2011- "Working Effectively With Your State Legislators: A
Bullet Point Summary of Do's And Don't s"
Copy of HB 232
Public policy has become a vital component of economic
development over the years. This Summary addresses "Working
Effectively With Your State Legislators" and contains bullet
point lists of "Do's" and "Don't s". A copy of Georgia's new
law,
HB 232, which is addressed in the Summary, accompanies this
White Paper. The Summary is in the form presented at the 2011
Spring Workshop of the Georgia Economic Developers Association."
January 2011- "Bonds 101"
The basics of how to use tax-exempt and taxable revenue bonds to
finance projects; covers the bond issuance process, the roles of
the parties, the types of bonds, sources for repayment of bonds,
etc.; contains illustrations of a revenue bond and a letter of
credit, or LOC, and a chart explaining bond ratings
January 2011- "Introduction to Tax-Exempt Bonds"
Provides somewhat more information about the requirements for
financing with tax-exempt bonds; readable explanation in a
question-and-answer format
January 2011 - "Introduction to 'Taxable Floaters' "
Federally taxable variable rate demand bonds, or "lower
floaters", can be used to finance almost anything
January 2011- "Project Finance"
Debt and equity strategies for financing a project as close to a
stand-alone as possible without a letter of credit, or LOC; how
to create a capital stack, and "build a bond", to make the
financing feasible; what investment bankers and rating agencies
require; examples
January 2011-
"Financing Projects for ‘Non-Profits’"
Information about how federally recognized "501(c)(3)
organizations" can use tax-exempt financings for their projects;
includes examples and discussion of "Establishment Clause"
issues when a religious organization is involved
January 2011- "TIFs and TADs- Questions and Answers"
Tax Increment Financing, or TIF financing, in other states is
TAD, or Tax Allocation District, financing in Georgia; this
presentation shows how redevelopment can "pay for itself"
through monetizing increases in property taxes and other sources
such as sales and use taxes; explains the process and
requirements from start to finish
October 2007, updated January 2011 - "How New Markets Tax
Credits and Tax-Exempt Bonds Work to Finance Projects"
Update of presentation to NAIOP conference on the basics of New
Markets Tax Credits, NMTCs, and Tax-Exempt Bonds, and how to use
them in a complementary structure; includes diagrams of the
"leveraged structure" and the "non-leveraged structure"; Note-
The NMTC program was extended through 2011 by the Tax Relief,
Unemployment Insurance Reauthorization, and Job Creation Act of
2010.
January 2011- "Renewable Energy Tax Credits and Grants"
The Tax Relief, Unemployment Insurance Reauthorization, and Job
Creation Act of 2010 (which most notably provided a two-year
extension of soon-to-have-expired Bush-era tax cuts) also
extended several timing provisions associated with the Section
1603 grant for certain renewable energy projects. This White
Paper discusses these renewable energy credits and grants.
January 2011- "Development Authorities 101"
Informs authority board members and economic developers
regarding the fundamentals of development authorities in
Georgia, including how they are created and operate, their
"governmental mission", powers and constraints, do’s and don’t
‘s, incentives structures, and how they issue bonds
January 2011- "The Bridge to Success- The Role of a Joint
Development Authority in Making Projects Happen"
How a development authority, particularly a joint development
authority involving more than one local government, can engage
with, support and locate projects; explains the process, what
statutory and discretionary incentives are available, and how a
Memorandum of Understanding, or MOU, is used; contains examples
of successful retail and manufacturing project locations
January 2011 – "Everything You Need To Know About Joint
Development Authorities"
Joint development authorities have an area of operation that
covers more than a single city or county. This White Paper
explains how JDAs are created and operate, including differences
between a JDA and a statutory city or county development
authority. It covers issues regarding the dissolution, merger,
expansion, and contraction of JDAs and other local authorities,
and addresses cross-border JDAs. It provides a list of existing
JDAs.
January 2011- "The Incentives ‘Power Curve’- How to Beat It"
How a community can and should respond to a Request for
Information, or RFI, from a company or its consultants; covers
responses to typical requests such as grants, subsidized rent or
rent holidays, property tax savings, use of the community’s
credit instead of the company’s in financing the project, access
to TIF or TAD funding, the best statutory tax credits, New
Markets Tax Credits funding for projects and determining
eligibility, and foreign trade zones, or FTZs
January 2011- "Rules for Constructing Projects under the Georgia
Local Government Public Works Construction Law"
Discusses issues relating to competitive sealed bidding and
competitive sealed proposals when the construction of a project
involves a public body like a development authority, including
aspects potentially affecting a private company’s project
August 2010 – "Bonds For Title"
Potential property tax savings associated with the use of
industrial development revenue bonds; the definitive Georgia
reference
July 2010 - "Using Bonds to Buy Business Assets"
Explains tax-exempt bond financing for an existing facility and
its equipment
July 2010 - "Jobs Tax Credits"
What a business needs to know about Georgia’s Jobs Tax Credit,
New Quality Jobs Tax Credit, and Opportunity Zone Jobs Tax
Credit programs
May 2009- "Site Incentives, Tax Credits & Tax Strategies.....Are
They the Difference Between Success and Failure"
Presentation at ICSC’s RECON Annual Conference on Site
Incentives, Tax Credits, Energy Credits, Bond Options, Green
Building Incentives, Cost Segregation, and Tax Strategies
July 2008-"Should We Stay or Should We Go? State and Local
Incentives: Developing the Decision-Making Process"
Presentation at Annual Conference of Institution for
Professionals in Taxation, or IPT, designed to inform
corporations with projects about issues and opportunities with
discretionary incentives
December 2008- "Georgia's Open Meetings and Open Records Laws- a
Guide"
Guide for public officials on these requirements; includes
copies of the statutes, and explanations, examples, and forms;
ACCG publication"
November 2008- "A Guidebook to Local Government Construction
Projects"
Explains construction legal requirements, including the Georgia
Local Government Public Works Construction Law; discusses
construction delivery methods and competitive processes
including bids and RFPs; covers surety bonds; includes copies of
Code Sections and sample forms; ACCG publication
Summer 2008- "Special Purpose Local Option Sales Tax Guide"
Guide for public officials on the SPLOST; covers process,
county, municipal and state roles, projects eligible for
funding, imposition, continuation and termination of the tax,
use of proceeds, and accounts, record-keeping, audits and
reports; includes copies of the statute, a pro forma timeline,
and model documents; ACCG publication"
