Nathan F. Ware

Partner

Cleveland
T +1.216.861.7427
F +1.216.696.0740

Overview

Nathan Ware practices in the areas of corporate and tax and serves as co-leader of the firm's Tax Credit Finance and Economic Development Incentives team. Nathan regularly advises new markets tax credit participants in new markets tax credit transactions, and has extensive experience with historic tax credits and other forms of tax credits as well. His vast experience means that he can efficiently assist clients without reinventing the wheel. Nathan is an active participant in various educational and industry programs, speaking and teaching at such programs throughout the year. For example, he recently presented a full-day workshop on advanced new markets tax credits concepts at a Novogradac & Co. conference. He is also a member of the New Markets Tax Credits working group, working to resolve technical regulatory and administrative new markets tax credits program issues, and the Historic Tax Credit Coalition.

Nathan also has significant experience in all matters related to partnerships and limited liability companies (LLCs), including use, formation, operation and tax. His engagements include small, regional venture capital funds, large strategic joint ventures and multibillion-dollar international real estate funds. Nathan is unique in the legal industry in that he has personally developed, owned and managed a number of real estate projects. He also served as interim president and CEO of a distressed hospitality venture, successfully navigating the failing venture from the red back into the black. Finally, he managed a friends and family hedge fund and successfully executed several complex derivatives trades in the midst of the tech bubble burst. As such, he brings a unique perspective to his practice that enables him to approach transactions not only from a legal mindset but from a practical business standpoint as well.

Select Experience

New Markets Tax Credit Transactions
  • Mississippi Silicon: Served as counsel to a joint venture between RIMA S/A, a large Brazilian company, and a U.S. private equity firm in connection with a $42 million federal and $10 million Mississippi state new markets tax credit financing to develop a $200 million silicon metal production facility in Mississippi. The project also received senior financing from a German financial institution that was guaranteed by the German government. In addition, the state of Mississippi and the local government provided various grants and incentives for the project.
Historic Tax Credits
  • Historic Onesto: Represented a developer in connection with the rehabilitation of the historic Onesto building located in Canton, Ohio, utilizing federal and state historic tax credits.

Low-Income Housing Tax Credits
  • Represented a developer in connection with the acquisition and rehabilitation of an affordable housing complex in Cleveland, utilizing 9 percent low-income housing tax credit financing.
Partnership and LLC Matters
  • Represented Phillips Edison & Co. in connection with its formation and syndication of Phillips Edison Shopping Center Fund III, which raised approximately $275 million from domestic and international institutional investors and acquired a billion-dollar portfolio of value-added, anchored community shopping centers.

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Experience

New Markets Tax Credit Transactions
  • Mississippi Silicon: Served as counsel to a joint venture between RIMA S/A, a large Brazilian company, and a U.S. private equity firm in connection with a $42 million federal and $10 million Mississippi state new markets tax credit financing to develop a $200 million silicon metal production facility in Mississippi. The project also received senior financing from a German financial institution that was guaranteed by the German government. In addition, the state of Mississippi and the local government provided various grants and incentives for the project.
  • PlayhouseSquare: Represented PlayhouseSquare, a nonprofit performing arts center in Cleveland and the country's largest performing arts center outside New York, in the $40 million acquisition and rehabilitation of a historic five-story office building to be utilized by the Arts and Theater Department of Cleveland State University. The project was financed with federal and state new markets tax credit equity that was leveraged with complex bond financing. The project was also financed with federal and state historic tax credit equity.  
  • Ace Hotel: Represented a syndicate of lenders in connection with a leverage loan for the development of a $25 million Ace Hotel to be located in East Liberty, Pennsylvania. The project was financed with federal new markets tax credits and federal historic tax credits.
Historic Tax Credits
  • Historic Onesto: Represented a developer in connection with the rehabilitation of the historic Onesto building located in Canton, Ohio, utilizing federal and state historic tax credits.
  • Wells Building: Represented a developer in connection with the rehabilitation of the historic Wells Building in Youngstown, Ohio, utilizing federal and state historic tax credits.
  • Wonder Bread Building: Represented a developer in connection with the rehabilitation of the historic Wonder Bread building located in Columbus, Ohio, utilizing federal and state historic tax credits.
Low-Income Housing Tax Credits
  • Represented a developer in connection with the acquisition and rehabilitation of an affordable housing complex in Cleveland, utilizing 9 percent low-income housing tax credit financing.
Partnership and LLC Matters
  • Represented Phillips Edison & Co. in connection with its formation and syndication of Phillips Edison Shopping Center Fund III, which raised approximately $275 million from domestic and international institutional investors and acquired a billion-dollar portfolio of value-added, anchored community shopping centers.
  • Represented Developer Diversified Realty (DDR) Corp. in connection with the formation of DDR Domestic Retail Fund I, which raised approximately $539 million from a consortium of institutional investors and acquired a $1.5 billion portfolio of approximately 60 shopping center assets.
  • Represented a publicly traded real estate investment trust in connection with its $3 billion joint venture with a pension fund to acquire approximately 70 community shopping centers.

Recognitions and Memberships

Memberships

  • New Markets Tax Credits Working Group

Community

  • Cleveland Christian Home: Board of Directors

Emerging Issues

Admissions

  • Ohio

Education

  • LL.M., Case Western Reserve University, 2004,
  • J.D., The Ohio State University Michael E. Moritz College of Law, 1999, with honors in Law, Order of the Coif
  • M.B.A., The Ohio State University, 1999, with honors
  • B.S., The Ohio State University, 1996, summa cum laude