Frederick W. Miller

My focus

Advising clients in all aspects and stages of a transaction, I bring proven success in structuring, negotiating, documenting, and advising on compliance matters. My local and national clients include key investors interested in utilizing tax credit financing, nonprofit and for-profit real estate developers, community development entities, and leverage lenders.

With over 18 years of experience in real estate and tax credit finance, I have represented every type of participant in these transactions, including investors, lenders, Community Development Entities (CDEs), and project owners and/or sponsors. This experience enables me to fully understand the motivations, goals, and pressure points of each participant in the transaction, which allows me to efficiently structure transactions and identify mutually agreeable solutions when issues arise.

In addition, I have represented numerous borrowers and nationally recognized lenders in connection with complex asset-based lending transactions.

With a thorough understanding of the intricacies and interplay of state and federal programs, I work with clients to shorten learning curves around available incentives, allowing them to capitalize on those that create the greatest amount of opportunity for projects ranging from simple to complex. I lead teams of collaborative attorneys who act with responsiveness and urgency to close beneficial transactions involving development incentives that include low-income housing tax credits, new markets tax credits, historic rehabilitation tax credits, renewable energy tax credits, and opportunity zones.

Representative experience

• Represented a nonprofit corporation in Austin, Texas, in connection with a transaction involving $16.5 million of NMTC financing, which financing was used for the development of the central office for the nonprofit corporation as well as a meeting, training, donation distribution, and community convening center*
• Represented an NMTC allocatee and its subsidiary community development entity in connection with a $20 million NMTC financing loan for a wood-fiber-based insulation manufacturing plant in Maine*
• Represented a cheese manufacturer in Tennessee in connection with NMTC financing used for financing equipment and working capital expenditures*
• Represented an NMTC allocatee and its subsidiary community development entity in connection with an NMTC financing loan for a tech incubator and accelerator in Illinois specializing in the areas of Tech, Geospatial Sciences, Food and Ag-Tech, and Climate Tech*
• Represented a nonprofit corporation and its supporting organization in connection with a transaction involving $9.5 million of NMTC financing and a $5 million Capital Fund Community Facilities grant, in which financing was used for the development of an early childhood center and family wellness facility in the city of St. Louis*
• Represented a developer in connection with a traditional loan, NMTC, and historic tax credit financing for the rehabilitation of a historic building in the city of St. Louis to be used as the new location of a Montessori charter school*
• Represented equity investor in connection with a $35 million NMTC financing for the rehabilitation of a community theater in San Francisco*
• Represented a developer in connection with a $71 million apartment, office, and commercial use project in Kansas City, Missouri, utilizing multiple types of financing, including historic tax credit financing and HUD financing*
• Represented an NMTC allocatee and its subsidiary community development entity in connection with the financing of real estate improvements to be used, in part, for a supermarket that now serves the needs of an area on the south side of Chicago that had long been considered a “food desert”*

* Denotes representations handled by Frederick prior to joining Nixon Peabody.

Looking ahead

The rise in interest rates and construction costs has created a number of unexpected asset management issues for tax credit transactions, including bankruptcies. This has resulted in tax credit participants reevaluating their underwriting standards and implementing additional procedures that can result in transaction delays.

With many clients in the tax credit finance industry being unfamiliar with the bankruptcy process, this has created a great opportunity to educate and assist our clients with this process as well as to assist them in enabling additional underwriting standards and procedures to help mitigate asset management issues on future transactions.

Insights

• “Nonprofits and the NMTC,” Novogradac New Markets Tax Credit Fall Conference, October 18, 2019
• “Structuring, Closing HTC Transactions,” Novogradac Historic Tax Credit Conference, September 2017