Enabling a seamless $1B+ §45X AMPC transfer from diligence to close
Case Study
§45X AMPC
May 2025
How Reunion led due diligence, validated credits, and structured beneficial terms, helping the buyer achieve a strong financial outcome without sacrificing risk controls.
Overview
A comprehensive overview of how Reunion facilitated a $1B+ transfer of §45X Advanced Manufacturing Production Credits between a top 100 US taxpayer and a publicly traded multinational manufacturing company.
Reunion supported the buyer end-to-end, from aggregating market intel and structuring a competitive bid to leading technical and commercial due diligence, while helping the seller achieve superior net present value through faster payments under transferability compared to direct pay. The result was a streamlined, single-buyer transaction that closed efficiently for both parties.
$1B+
Credit size
Record volume
Largest transfer as of closing
Blue chip deal participants
A buyer seeking significant tax credits and a seller looking to monetize a large volume of §45X credits efficiently
The deal
§45X AMPC
2024
$1B+
§45X Advanced Manufacturing Production Credits (AMPC) Production of eligible manufactured components at a U.S. facility
Deal structure
A §45X AMPC transfer structured with delayed payment terms aligned to the buyer's estimated tax payment dates, a competitive single-buyer bid process, and investment-grade seller-provided indemnity backed by a guarantor.
The buyer
Publicly traded
Fortune 500
Top 100 US taxpayer
- Economics: Seeking delayed payment terms for increased cash availability
- Risk: Required strong seller profile, investment-grade indemnity, and robust third-party diligence
- Volume: Looking to close 2 to 3 tax credit transfers annually
- Timing: Preference to align payment timing with estimated tax payment dates
The seller
Publicly traded
Multinational manufacturing company
- Process: Seeking a single buyer or small group of buyers to streamline time and expense of the transaction
- Pricing: Willing to weigh cost/benefit of payment timing against credit price
- Decision: Chose transfer over direct pay for improved certainty, faster cash benefits, and higher net present value
Deal guidance
How Reunion guided the deal for the buyer, from counterparty match through deal structuring
Market Intel
Aggregated pricing from comparable transactions to support a competitive bid package that was ultimately selected
Negotiation
Assisted in negotiating key commercial terms, including the scope and sizing of the seller's indemnity
Executive approval
Prepared a detailed summary memorandum that secured sign-off from the buyer's executive team to proceed with the purchase
Transaction structure
Structured the deal around a single large, credit-worthy buyer, streamlining negotiation and enabling an efficient close
Reunion guided a $1B+ deal from first bid to close by managing every workstream the buyer needed to act with confidence
Reunion's team sourced and synthesized pricing intelligence from similar §45X transactions, giving the buyer a credible basis for its bid. Once selected, Reunion managed commercial negotiations around indemnity structure and coordinated the independent engineer site visit alongside all diligence workstreams in parallel. The summary memorandum Reunion prepared became the primary document the buyer's executive team used to approve the purchase.
Throughout, Reunion kept both parties aligned on timing, ensuring payment terms mapped to the buyer's estimated tax schedule and the seller's cash flow requirements.
Diligence that drives closes
Due to the complexity and level of required expertise, the buyer heavily relied on Reunion's diligence activities and summary memorandum to gain comfort and internal support for the deal.
Seller diligence
Guarantor Review
Confirmed seller's state of domicile, good standing, federal tax treatment, filing deadlines, and relationship to its parent guarantor.Guarantor Review
Reviewed guarantor financials and credit ratings, and conducted legal review of the enforceability of the resulting guaranty.
Qualification & structure for AMPCs
U.S. Production Confirmation
Confirmed U.S. production activities via satellite imagery of the facility, related lease agreements, and other publicly available documentation.Technical Validation
Validated all qualification requirements under §45X, including technical specifications confirmed by an independent engineer on-site.Sales Documentation
Confirmed production and sales reports were supportable by underlying sales and supply agreements, with transaction sampling verified against purchase orders, invoices, and payment receipts.Related Party & Exclusions Check
Confirmed no sales to related parties, no contract manufacturing agreements, and no §48C credits through diligence inquiries and review of publicly available information.
Amount verification
Credit Recalculation
Recalculated resulting tax credits based on sales of eligible components during the applicable period at the appropriate credit rate to confirm clerical accuracy.
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