Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Thursday, July 26, 2018

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to counsel for parties involved in financing energy projects on using partnership flip tax equity structures. The webinar will be a deep dive into partnership flips and current issues in such transactions. The panel will also discuss broader trends in renewable energy financings.


Partnership flips are a financing tool in which a developer forms a partnership with a tax equity investor, allocating 99% of taxable income and loss to the investor until the investor reaches a target return. After that, the investor’s interest drops, usually to 5%, and the developer has an option to purchase the investor’s interest. Cash is shared in a different ratio. There are many variations in flip structures, including yield-based flips, time-based flips, and pay-go, depreciation-only and cash-strip structures.

The IRS has guidelines for flip transactions in the wind market but indicates that taxpayers should not rely on it for solar projects. It also issued a series of benchmarks for tax equity transactions in the historic tax credit market in the wake of a U.S. CIrcuit Appeals Court decision in Historic Boardwalk. Most deals stay within the parameters set by the IRS’ wind guidelines, while some stray.

In 2018, investors will need to adapt to the new tax laws. Tax reform reduced the corporate tax rate to 21%, thereby cutting the amount of tax equity for renewable energy projects. However, the number of projects that need financing continues to grow.

Listen as our panel provides a detailed look at flip transactions for both neophytes and experienced counsel.



The panel will review these and other crucial issues:

  • How the market is being affected by corporate tax reform and what people are doing is response to tax law changes
  • How the basic flip structure is evolving and what current issues are taking up time in deals
  • What tools people are using to adjust to a market where falling electricity prices mean less cash flow
  • What the pros and cons are of using a partnership flip vs. alternative tax equity structures and of using different variations of flips


Martin, Keith
Keith Martin

Co-Head of Projects
Norton Rose Fulbright US

Mr. Martin is a transactional lawyer whose principal areas of practice are tax and project finance. He acted for 178...  |  Read More

Jorge Medina
Jorge Medina
Associate General Counsel, Tax

Mr. Medina is primarily responsible for all tax issues across Tesla that relate to the energy and storage business. He...  |  Read More

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