Heather advises clients on all structures available for monetizing energy tax credits, including tax equity partnerships (flips, inverted leases and leasebacks), self-monetization and portfolio structures. In January 2023, she worked on two of the first-ever successful credit transfer transactions (Section 6418) and continues to provide significant support to clients conducting credit transfers, including in connection with tax equity partnerships. She also advises clients on direct pay provisions (Section 6417). Heather’s energy tax practice includes mergers, acquisitions, financings, sales, dispositions, restructurings, workouts and other general tax advice (including corporate, consolidated and partnership taxation). She negotiates power purchase agreements, leases, service contracts, contracts for difference, swaps, hedges and other offtake agreements to ensure compliance with the tax credit rules.

Heather is deeply knowledgeable on tax credit bonuses, including domestic content, energy community and low-income adders, and has advised innumerable clients on the monetization of these incentives. She also provides significant support to clients who are establishing prevailing wage and apprentice programs in connection with the credits. She regularly counsels clients on begin construction rules (including the physical work test and the 5% safe harbor, as well as continuous efforts), and fair market valuation issues.

Her clients include a wide range of stakeholders in the energy sector, including developers, investors, financial institutions, utilities, independent power producers and insurance companies. The projects she works on range from residential, commercial and industrial to community solar and utility. She also counsels clients with no previous experience in the renewables sector with respect to their purchase of tax credits under section 6418. Heather works regularly across from the Internal Revenue Service (IRS) on ruling requests, taxpayer comments and other tax controversies relating to energy tax issues.

Heather is a highly experienced tax lawyer who understands the business needs of the industry. Her clients turn to her because she looks for solutions rather than problems. Her philosophy is to facilitate energy transactions by efficiently responding to each client’s individual needs, and she understands that tax planning should support a deal, not impede it.

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• One of the largest fully regulated utility companies in the US in the negotiation of a tax equity commitment from an American multinational financial services company for an Indiana Solar Project.
• A solar and storage developer majority-owned by BlackRock Real Assets, in connection with a tax equity investment from an American investment management and wealth management division, an affiliate of an American multinational investment bank and financial services holding company, in a distributed generation portfolio of commercial-scale and community solar projects being developed throughout the United States
• Pine Gate Renewables in the tax equity commitment and investment by an American multinational technology company’s renewable energy investing subsidiary into the Eastover hybrid solar project in South Carolina.
• An American bank operating as a wholly-owned Spanish subsidiary in the sale of its tax equity interest in a Texas wind farm
• A developer in the simultaneous purchase of the tax equity investors’ interest and the sale of 100% ownership interests in an operational Oklahoma wind farm
• A leading commercial-scale solar and storage developer in the negotiation of a tax equity commitment from an American bank holding company for the Indiana Crossroads Solar Project
• Doral Renewables in the tax equity financing and construction loan project financing for the Mammoth North project, a 400MW Solar project located in Starke County, Indiana.
• Scout Clean Energy and Elawan Energy in the agreements to simultaneously purchase the tax equity Class A interests to sell the Project Company that owns a wind farm in Western Oklahoma
• Novel Energy Solutions in the negotiation of a tax equity partnership for a Maine community solar project
• A developer in the $75 Million tax equity commitment and investment into a hybrid solar project in the Southeast
• A holding company in connection with an up to $40 million tax equity investment in a portfolio of commercial and industrial-scale solar projects
• A solar and storage developer in connection with a tax equity investment in a distributed generation portfolio of commercial-scale and community solar projects being developed throughout the United States
• A holding company in connection with a tax equity investment commitment of up to $42 million for a portfolio of commercial and industrial photovoltaic solar systems being developed by Madison Energy Investments LLC throughout the United States
• A leading financial services company in connection with the sale of its remaining interest in a tax equity investment in solar systems developed and managed by an American multinational automotive and clean energy company. McDermott originally represented the leading financial services company in connection with its initial investment in this portfolio in 2011
• A multinational financial institution as equity investor in the structuring and negotiation of a hybrid joint venture and transfer transaction in relation to a portfolio of residential solar projects being developed by a leading residential solar developer

Tax Credit Eligibility

• A hydrogen project developer in connection with eligibility for Section 45V hydrogen production tax credits.
• A leading distributed generation solar developer in connection with the establishment of a prevailing wage and apprentice program.
• A carbon capture developer in connection with eligibility for the Section 45Q carbon sequestration credit.
• Multiple developers in connection with establishing begin construction, through physical work or five percent safe harbor

Tax Credit Transfers

• Franklin Park Infrastructure in a multi-year PTC purchase agreement from a Michigan biomass facility
• A major developer in its structuring of a joint venture facility and sale of Section 45X production tax credits therefrom
• A major investor-owned electric utility in its sale of up to $100,000,000 of PTCs to multinational oil and gas corporation. The Tax Credits are being generated in connection with a wind energy generation facility located in Oklahoma
• A major investor-owned electric utility in its sale of approximately $45,000,000 of 2023 PTCs to a multinational health care services company. The PTCs have been generated in connection with five (5) wind energy generation facilities
• A multinational financial technology company in the purchase of up to $225,000,000 of Section 45X production tax credits from a joint venture seller that is operating battery cell and battery module manufacturing facilities in the United States
• A major power company in its sale of section 45 production tax credits from two utility-scale wind projects
• Franklin Park Infrastructure with respect to a purchase by their client of 2022 & 2023 PTCs produced by a Michigan biomass facility with an evergreen annual mutual renewal option
• Franklin Park Infrastructure with respect to a purchase by their client of ITCs associated with a California and Connecticut fuel cell facility together with a commitment to purchase 10 years of PTCs related to hydrogen produced by the fuel cells

Mergers and Acquisitions; Financings; Other Transactions

• Enfinity Global and its affiliated companies in the sale to an electricty-focused energy provider of 40% of the membership interests of one of Enfinity Global’s affiliate that indirectly owns and operates 28 solar projects consisting of 400MW spread around 3 different States
• Represented a developer in acquiring 100% membership interests in a company that owns and operates several solar energy generation facilities and a solar energy installation business in the northeast
• HASI as counsel to the lender in a loan term financing for a renewable natural gas facility located in Jessup, Maryland
• Venture capital and private equity principals in its formation and establishment of a U.S. joint venture company
• A world leader in premium spirits in the execution of a Renewable Energy Services Agreement with a renewable energy company for the development of a renewable natural gas anaerobic digestion facility adjacent to a distillery in a projected $400 million expansion
• A developer in the sale of an operational 250 MW Texas solar facility
• A large utility on the acquisition of a large solar facility pursuant to a build-transfer agreement and provide the client with counsel related to the purchase of the solar facility, including negotiation regarding the prevailing wage and apprentice requirements, Energy community adders and transferability
• One of the largest investor-owned electric public utility holding companies in the United States, in negotiating and signing the build-transfer agreement for a 224 MW solar project being developed in Pulaski County, Indiana
• Enfinity Global Inc., a US-based leading renewable energy and sustainability services company, and its affiliated companies, in the acquisition of a 400 MW operational utility-scale solar portfolio, marking a milestone in the expansion of the company in the US. The project includes 28 solar projects across three states from certain affiliates of Capital Dynamics, Inc.
• A developer in a pre-FNTP agreement to sell a 250 MW solar facility upon Project completion
• A developer in the negotiation of an approximately $122 million financing for the Eastover hybrid solar project in South Carolina. The transaction included a $49 million construction loan and a $73 million tax equity bridge loan
• A major power company in its acquisition of almost 1.5 GW capacity through multiple utility-scale build transfer agreements, including a 200 MW solar project in Missouri, a 150 MW solar project in Illinois, a 300 MW solar project in Missouri, a 400 MW wind project in Missouri, and a 299 MW wind project in Missouri
• A major power company in its development of two 50 MW solar projects in Missouri

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