Hands-On Deal Guidance: How Reunion Closes a Tax Credit Transfer in Under 45 Days

Since 2024, Reunion has facilitated over 100 tax credit transfers totaling more than $7 billion in face value. More than 95% of the term sheets executed with Reunion’s help have successfully closed, with an average timeline of under 45 days.

That track record is built on a two-phase process. In the first phase, Reunion guides the buyer and seller through the alignment work that produces a signed, executable term sheet. The second phase focuses on the diligence process, which is anchored by a detailed memorandum that is issued within 10 days; the diligence memo subsequently drives the deal through closing and post-closing. This article walks through how Reunion engineers both phases to ensure successful deal completion.

Aligning Buyer and Seller

The alignment phase is critical to ensuring that a term sheet, once signed, will actually be executed. The goal at this stage is to maximize information flow and avoid surprises once the parties shake hands.

Internal buy-in: Tax credit purchases require cross-functional signoff from tax, treasury, legal, accounting, and ultimately the CFO; this coordination can be non-trivial even for experienced buyers. Reunion identifies every internal stakeholder who will need to approve the deal, and walks the team through current market conditions for the credit type they’re targeting. When it helps, Reunion convenes those stakeholders in low-pressure settings (such as a tax credit workshop) to review deal mechanics together. By the time the buyer engages on a specific opportunity, the internal coalition is already in place.

Handshake before term sheet: Prior to any signatures, Reunion works with buyer and seller to confirm a handshake on the deal’s most important commercial terms such as pricing, payment timing, and tax credit insurance. External counsel is not yet involved at this stage. The objective is alignment: vetting both parties, surfacing any misalignment on economics, and confirming that both sides are ready to move forward before legal fees begin to accrue.

Short-form term sheet: Once both parties have shaken hands on commercial terms, the deal moves to a three-page term sheet. Reunion typically starts from its own form term sheet, which is built around provisions that matter most for each credit type and reflects standard market terms. Because the form already covers the bulk of provisions, buyer and seller can focus negotiation on deal-specific items. Once the term sheet is executed, the parties enter a period of exclusivity, and the buyer is ready to move into formal diligence.

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Using Diligence to Accelerate the Deal

Reunion’s diligence memorandum is the central artifact of the next phase of the deal, and is the primary document used by buyers for final internal approval. 

Within ten days of term sheet execution, Reunion delivers a 10- to 50-page issue-focused memorandum to buyer and seller simultaneously. Three features of that delivery — the timing, the simultaneous distribution, and the issue-focused scope — are intentionally designed to drive progress and consensus-building. The 10-day timeframe sets the pace for everyone else on the deal, including outside counsel, insurance underwriters, and lenders. Sharing the memo with both sides results in transparency that guides the conversation towards mediation rather than adversarial Q&A. The memo’s tight surface area specifically focuses the parties’ attention on issues that drive actual transferability and qualification, and excludes areas that can become out-of-scope rabbit holes (such as tax equity or debt diligence).

None of this velocity comes at the expense of rigor, which is essential for the memo to function as the buyer’s internal-approval document. Two real-world examples help illustrate that level of rigor: 

• For a $200M §45 PTC transfer across 100+ wind and utility-scale solar facilities, Reunion mapped every facility on satellite imagery and built a software tool to validate electricity sales across four RTOs. The Fortune 500 buyer was in the IRS Compliance Assurance Process; Reunion assembled an audit-ready package for them, based on precedents from relevant tax equity and audit cases. 
• For a $1B+ §45X advanced-manufacturing transfer between a top-100 U.S. taxpayer and a publicly traded multinational, Reunion organized site visits with an independent engineer to confirm that eligible components met §45X technical specifications. The engineering analysis also sampled production and sales against purchase orders, and independently recalculated the credits to confirm accuracy.

After the memorandum, the remainder of the timeline is focused on execution. Reunion owns the deal calendar, coordinates all stakeholders (including legal counsel, insurance underwriters, lenders, and engineers), and surfaces open items before they stall the deal. Post-closing obligations — IRS filings, payment true-ups, ongoing compliance documentation — are likewise handled by the same team at Reunion, ensuring continuity throughout the process. The result is a deal that closes on schedule, with no surprises after term sheet execution.

In Summary

Reunion has refined this process over more than 100 closed tax credit transfers to produce industry-leading term sheet close rates of >95%, on an average timeline of less than 45 days from term sheet to close.

Our diligence memorandum is the most important driver of those closes. It is a fundamentally different artifact than what the rest of the market produces — raw data rooms provided by online transfer platforms, underwriting-scoped diligence from banks, and costly generalist reviews from accounting and law firms. Reunion's diligence process and memorandum are built for one job: closing a tax credit transfer deal quickly and reliably.

For more, see the Transferable Tax Credit Handbook and our Due Diligence Guides. To discuss a transaction, contact us.