Sean Honeywill

Sean focuses on the representation of investors, syndicators, lenders, and developers of tax-incentivized private equity transactions, with a particular emphasis on federal and state tax credit investments. He has an extensive background advising clients on the federal energy credit, low-income housing tax credit, and rehabilitation credit.  A core part of his practice in recent years has focused on the structuring of real estate transactions related to state tax credits.

Sean also routinely handles tax credit-related restructurings and portfolio acquisitions. He represented a Fortune 10 institutional investor in the Capmark bankruptcy; a multifamily affordable housing tax credit syndicator in restructuring $2+ billion of debt obligations; and an international financial institution in the sale of its legacy federal tax credit portfolio.  Moreover, Sean served as tax counsel to a buyer of a renewable energy portfolio that included the Nellis Air Force base solar facility, then the second largest U.S. photovoltaic power plant.

In addition, Sean advises clients on the international, federal, and state tax aspects of a variety of corporate transactions, including mergers, stock and asset acquisitions, dispositions, spinoffs, restructurings, and opportunity zone related investments.

Representative Matters

Sean’s broad range of experience includes:

• Serving as counsel for hundreds of federal and state tax credit transactions, including state credits in Alabama, Arkansas, California, Colorado, Connecticut, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, South Carolina, Texas, Virginia, West Virginia and Wisconsin
• Serving as counsel to solar developers, investors, land owners and lenders in utility scale ground mount and rooftop solar installations utilizing partnership flip, master lease and sale-leaseback structures in Arizona, California, Colorado, Florida, Georgia, Indiana, Massachusetts, New York, North Carolina, Oregon, Pennsylvania, Rhode Island, South Carolina, Texas, Virginia, and Washington, D.C.
• Serving as counsel to numerous institutional investors related to various stages of affordable housing tax credit investments, including post-closing asset management and exit strategies
• Serving as tax counsel for various large tax credit syndicator workouts and restructurings, portfolio sales and acquisitions
• Serving as counsel to wind farm developers through the permitting, construction and tax equity stages, including the sale and leaseback of a wind farm in Puerto Rico