Impact Fund Workouts: Clean Energy, Affordable Housing, and Mission-Aligned Restructurings

Kristin E. Niver, Counsel | Robinson & Cole LLP

Kristin E. Niver is counsel at Robinson+Cole, where she is nationally recognized for her innovative work at the intersection of affordable housing, clean energy, and impact finance. She has spent her entire career focused on affordable housing and community development, both as a real estate and commercial finance attorney and formerly as an urban planner with a focus on affordable housing finance and policy. Kristin works with clients on the financing and development of affordable housing and mixed-income housing projects nationwide, with particular focus on Low-Income Housing Tax Credit (LIHTC) and New Markets Tax Credit (NMTC) financing transactions, providing legal advice to financial institutions, investors, lenders, community development entities, and profit and nonprofit developers engaged in community development lending and social impact investing. She has extensive experience in community development lending, impact finance syndications, and programmatic and policy issues related to affordable housing, and also brings a broad background in commercial real estate finance, including construction and permanent loans, debt restructurings, secondary market transactions, and complex mixed-use development projects nationwide.

• Education & Credentials
  • Kristin holds a J.D. from UCLA School of Law, where she was the Levine Distinguished Fellow in Affordable Housing with UCLA’s Ziman Center for Real Estate and a member of the Epstein Program in Public Interest Law & Policy. She also holds a master’s degree in urban planning and a master’s degree in social work, both from Columbia University, Graduate School of Architecture, Planning and Preservation, with a focus on affordable housing policy. Kristin is admitted to practice law in New York and the District of Columbia.
• Recognition & Leadership
  • Kristin has been recognized by Best Lawyers in America for Real Estate since 2023 and received a Bisnow Women Leading Real Estate Rising Star Award. She was named a 2025 Rising Star by the New York Real Estate Journal.
• Professional Involvement
  • Kristin serves as chair of the Affordable Housing Committee for the American Bar Association and is a member of the Women’s Leadership Initiative Steering Committee of ULI Washington. She is a frequent speaker at conferences and a digest contributor to the Journal of the ABA Forum on Affordable Housing and Community Development Law. She also published “Changing the Face of Urban America: Assessing the Low-Income Housing Tax Credit” in the Virginia Law Review.
• Experience
  • Kristin has been active in structuring subordinate loan programs for subrecipients of Greenhouse Gas Reduction Fund awards, navigating the regulatory novelty and complexity of IRA programs following their creation in 2022. Her practice encompasses LIHTC and NMTC syndications, IRA programs, joint venture arrangements, and public-private partnerships nationwide.

Matthew Schernecke, Partner | Hogan Lovells

Matthew Edward Schernecke is a partner in the Corporate & Finance practice at Hogan Lovells in New York, where he advises direct lenders, mezzanine investment funds, and venture capital investors in a variety of debt and investment transactions with borrowers of all sizes, types, and structures. He counsels private equity clients and corporate borrowers on domestic and cross-border acquisition financings, out-of-court restructurings and workouts, bankruptcy matters, ESG and impact investment financings, and real estate financings. Matthew has a broad debt finance practice with extensive experience working with private credit funds and other non-bank lenders, as well as with borrowers, on direct lending, distressed and special situations lending, cross-border acquisition financings, and ESG and impact investment financings. He leads transactions spanning diverse industries, including financial services, real estate, retail, life sciences, health care, technology, food and beverage, hospitality, film and music entertainment, media, and telecommunications.

Matthew advises clients of all kinds on the financing aspects of sustainable investments with a broader social impact. He has broad knowledge and experience structuring and negotiating loan documents to embed and track social impact through ESG-oriented covenants and impact investment financing transactions. His practice encompasses the full spectrum of financing structures used in impact fund deals, making him a recognized practitioner at the intersection of private credit, fund finance, and mission-aligned investing.

• Education & Credentials
  • Matthew received his undergraduate degree from Johns Hopkins University and his J.D. from The University of Chicago Law School, graduating in 2002. He was admitted to practice law in 2003. Prior to entering private practice, he served as a law clerk to Federal Magistrate Judge Cheryl L. Pollak of the U.S. District Court for the Eastern District of New York.
• Recognition & Leadership
  • Matthew is a Fellow of the American College of Commercial Finance Lawyers, a distinction recognizing his commitment to the advancement and promotion of commercial finance law. He was also recognized as a Rising Star by Super Lawyers for 2013–2016.
• Professional Involvement
  • Matthew has been sought after by top-tier organizations to speak on market practice, including the Loan Syndications and Trading Association (LSTA) and the American Bar Association (ABA). He has also spoken on Strafford and myLawCLE webinars on impact investment fund formation and legal structure.
• Experience
  • Matthew joined Hogan Lovells in October 2021, where his hire was described by the firm’s Global Head of Corporate & Finance as adding “significant strength to our bench, particularly with regard to direct lending and distressed/special situations lending by private credit funds and other non-bank lenders.” Prior to Hogan Lovells, Matthew spent his entire career at Morgan, Lewis & Bockius, where he served as the New York office local practice group leader for the finance practice, was a leading member of its CARES Act Loan Program Task Force, and was recognized as a Corporate Finance, Private Equity, Acquisition Finance, and Cross-Border Finance Partner.

I. Stress Drivers in Impact Funds | 1:00pm – 1:12pm

This session examines the legal frameworks and market dynamics shaping workouts and restructurings of impact funds, including those investing in clean energy and affordable housing. Faculty address portfolio underperformance, capital call pressures, frozen federal funding, rising construction and development costs, and placed-in-service timing failures and how these stress drivers are reshaping the workout playbook for practitioners advising fund sponsors, lenders, and investors today.

II. Fund Documentation, Credit Documentation and Structural Pressure Points | 1:12pm – 1:24pm

This session examines the LPA provisions, credit facility covenants, tax equity partnership agreements, side letters with impact metrics, CDFI lending obligations, and sponsor-level guarantees that govern impact fund structures. Faculty explain how layered capital stacks create competing default triggers and where documentation gaps expose sponsors, lenders, and counsel to the greatest structural risk when funds come under stress.

III. NAV Facilities, other Credit Facilities, and Intercreditor Dynamics | 1:24pm – 1:36pm

This session addresses covenant breaches and valuation challenges in funds holding tax credit assets, intercreditor disputes among senior lenders, tax equity investors, and subordinate mission-driven capital, and pari passu and debt and lien subordination issues. Faculty walk through negotiated amendments in distressed scenarios and the practical strategies available to counsel navigating these competing claims.

IV. Tax Credit Structures in Workout Scenarios | 1:36pm – 1:48pm

This session covers ITC and LIHTC recapture risk, direct pay election complications, tax equity investor consent mechanics, and completion guarantee disputes that arise when fund restructurings intersect with tax credit compliance timelines. Faculty present strategies for preserving credit monetization pathways through restructuring and protecting deal economics for all parties in the capital stack.

V. GP-Led Secondaries and LP Recapitalizations | 1:48pm – 2:00pm

This session addresses structuring continuation vehicles, tender offers, and investor consent processes in GP-led secondary transactions and LP recapitalizations. Faculty focuses on the added complexity that arises where LPs include DFIs, CDFIs, and mission-driven investors with non-financial return requirements that standard continuation vehicle structures may not satisfy.

Break | 2:00pm – 2:10pm

VI. Fiduciary Duties and Conflict Management | 2:10pm – 2:20pm

This session examines sponsor conflicts in dual-mandate funds, valuation disputes for illiquid affordable housing and renewable energy assets, disclosure obligations, and board-level workout decision-making. Faculty addresses the tension between liquidity solutions and mission preservation and the liability exposure that arises when financial and impact obligations pull fiduciaries in competing directions.

VII. Mission Preservation, Regulatory Compliance, and Impact Metrics | 2:20pm – 2:30pm

This session covers renegotiating impact performance thresholds and mission-linked covenants, and the survival of DHCD, CTCAC, and municipal regulatory agreements through foreclosure and distressed sales. Faculty explains how regulatory agreements run with the property or investment regardless of ownership changes and what maintaining compliance with affordability restrictions and clean energy program requirements post-restructuring demands of counsel.

VIII. Insolvency, Enforcement, and Futureproofing | 2:30pm – 2:40pm

This session evaluates restructuring alternatives including distressed asset sales and litigation exposure covering lien priority disputes and title issues and the drafting considerations for new deals informed by workout experience. Faculty close with practical approaches to structuring clean energy and affordable housing funds for resilience, translating real-world restructuring lessons into documentation strategies that reduce future workout risk.