The never-told story of how an un­likely group of bil­lion­aires and politi­cians qui­etly passed a law that rev­o­lu­tion­izes in­vest­ment in struggling re­gions—and of­fers one of the great­est tax­avoid­ance op­por­tu­ni­ties in Amer­i­can his­tory.

Forbes - - CONTENTS - By Steven Ber­toni

The never-told story of how an un­likely group of bil­lion­aires and politi­cians qui­etly passed a law that rev­o­lu­tion­izes in­vest­ment in struggling re­gions—and of­fers one of the great­est tax-avoid­ance op­por­tu­ni­ties in Amer­i­can his­tory.

SUc­cESS STREET in North Charleston, South Carolina, might be the most mis­named place in Amer­ica, a path through a weedy, des­o­late neigh­bor­hood with 20% un­em­ploy­ment and a 40% poverty rate. Its big­gest claim to fame strolls past the gritty brick apart­ment build­ings and tum­ble­down bun­ga­lows on a muggy morn­ing in late June: Ti­mothy Scott, a lo­cal prod­uct who grew up to be­come the first black Repub­li­can U.S. se­na­tor in more than three decades. Join­ing Scott is an­other suc­cess story: the fre­netic, peri­patetic tech bil­lion­aire Sean Parker, who flew in by pri­vate jet from Los An­ge­les’ ritzy Holmby Hills for a per­sonal tour of the se­na­tor’s home­town.

“I re­mem­ber so many kids with amaz­ing po­ten­tial who died on the vine,” Scott says as he sur­veys the shut­tered Chicora Ele­men­tary School, where weeds climb the walls and gray­ing ply­wood shields shat­tered win­dows. “The frus­tra­tion, ir­ri­ta­tion and low ex­pec­ta­tions were so per­va­sive here that I al­ways wanted to make a difference.”

He now may get his chance. To­day’s visit is less a grim walk down mem­ory lane than a leg­isla­tive vic­tory lap for Scott and Parker. The un­likely pair are core mem­bers of an even more un­likely group of con­ser­va­tives and lib­er­als, cap­i­tal­ists and phi­lan­thropists, U.S. law­mak­ers and small-town may­ors who have suc­cess­fully cre­ated one of the great­est tax-avoid­ance op­por­tu­ni­ties in Amer­i­can his­tory, in the ser­vice of un­der­per­form­ing Amer­i­can cities and neigh­bor­hoods.

For all the fo­cus on dras­tic tax-rate cuts, the fate of the state and lo­cal tax de­duc­tion and the ex­plod­ing fed­eral deficits, it’s the least-known part of last year’s tax-cut law that could be the most con­se­quen­tial. Of­fi­cially called the In­vest­ing in Op­por­tu­nity Act, it prom­ises to pump a mas­sive amount of cash into Amer­ica’s most im­pov­er­ished com­mu­ni­ties by of­fer­ing wealthy in­vestors and cor­po­ra­tions a chance to erase their tax obli­ga­tions.

Too good to be true? “The in­cen­tive needs to be pow­er­ful enough that it can un­lock large amounts of cap­i­tal, ag­gre­gate that cap­i­tal into funds and force the funds to invest in dis­tressed ar­eas,” says Parker, the orig­i­nal Facebook pres­i­dent whose think tank, the Eco­nomic In­no­va­tion Group, cre­ated the pol­icy and helped press it into law. “In­stead of hav­ing govern­ment hand out pools of tax­payer dol­lars, you have savvy in­vestors di­rect­ing money into projects they think will suc­ceed.”

The heart of this new law: Op­por­tu­nity Zones, or “O-zones,” low-in­come ar­eas des­ig­nated by each state. In­vestors will soon be able to plow re­cently re­al­ized cap­i­tal gains into projects or com­pa­nies based there, slowly erase the tax obli­ga­tions on a por­tion of those gains and, more sig­nif­i­cantly, have those pro­ceeds grow tax-free. There are al­most no lim­its. No lim­its on how much you can put in, how much tax you can avoid and, for most of the coun­try, the types of taxes you can avoid, whether fed­eral, state or lo­cal. No lim­its on how long those pro­ceeds com­pound tax-free. And pre­cious few lim­its on what types of in­vest­ments you can make.

As Se­na­tor Scott rests against a rust­ing handrail at the aban­doned school in his old neigh­bor­hood, he and Parker brain­storm what these in­vest­ments could look like in North Charleston, which al­ready has its O-zone des­ig­na­tion. Real es­tate in­vestors re­hab the school into a tech in­cu­ba­tor. Ven­ture firms back the star­tups that emerge, while other funds launch au­to­mo­tive ven­dors and sup­pli­ers to serve the $1.1 bil­lion Volvo plant re­cently opened 30 miles away. To help fight gen­tri­fi­ca­tion, im­pact in­vestors can of­fer cheap ren­o­va­tion loans and sub­si­dized mort­gages so lo­cals can ben­e­fit from ris­ing prop­erty val­ues in­stead of get­ting priced out. Fi­nally, lo­cal govern­ment can take the new pay­roll-tax and prop­erty-tax rev­enues and rein­vest them in the com­mu­nity to im­prove ba­sic ser­vices and in­fra­struc­ture.

In other words, sys­temic change. “This isn’t about the re­dis­tri­bu­tion of other peo­ple’s wealth,” Parker says. “It’s the re­dis­tri­bu­tion of their time, at­ten­tion and in­ter­est.” Se­na­tor Cory Booker has a name for O-zones: “do­mes­tic emerg­ing mar­kets.”

“If we can get the tril­lions of dol­lars of cap­i­tal off the side­lines and get the best in­vest­ment minds com­ing into our com­mu­ni­ties,” adds Booker, a New Jersey Demo­crat who cospon­sored the bill, “we can end up cre­at­ing jobs and op­por­tu­nity.”

As we said, it sounds too good to be true. If ev­ery­thing goes right, a big slice of the es­ti­mated $6.1 tril­lion of pa­per profits cur­rently rest­ing on Amer­i­can balance sheets is about to go to work to re­vi­tal­ize Amer­ica’s de­pressed com­mu­ni­ties. If all goes wrong, how­ever, it will prove to be one of the big­gest tax give­aways in Amer­i­can his­tory, all in ser­vice of gen­tri­fy­ing neigh­bor­hoods and ex­pelling lo­cal res­i­dents.

THE GEN­E­SIS for the Op­por­tu­nity Zone law traces to 2007, in the hills of west­ern Tan­za­nia, where Parker, af­ter his fa­mous Facebook exit, was check­ing out the UN’s work on malaria pre­ven­tion and eco­nomic de­vel­op­ment. The poverty was strik­ing, and he saw lit­tle hope that the re­gion would ever at­tract the kind of pri­vate in­vest­ment that could de­liver

progress. Back home, he no­ticed sim­i­lar prob­lems in run­down ar­eas around D.C. and San Fran­cisco. At the same time, he was hold­ing a Facebook stake head­ing into the bil­lions, with many startup peers mint­ing mul­ti­mil­lions in eq­uity as the so­cial me­dia boom took hold.

“Peo­ple were sit­ting on large cap­i­tal gains with low ba­sis and huge ap­pre­ci­a­tion. There was all this money sit­ting on the side­lines,” Parker says. “I started think­ing, How do we get in­vestors to put money into places where they wouldn’t nor­mally invest?”

He quickly be­came ob­sessed with the prob­lem. Booker, then the mayor of Ne­wark, was one of his early calls, which led to a din­ner in San Fran­cisco over ex­pen­sive sushi. “Sean was go­ing a mile a minute on this stuff,” Booker says. “My time zone was three hours ahead, and I was pound­ing caf­feine to keep up.”

For Parker, a self-taught poly­math, deep ques­tions of­ten lead to am­bi­tious ac­tion. Long fas­ci­nated by the hu­man im­mune sys­tem, he spent $250 mil­lion to cre­ate the Parker In­sti­tute for Can­cer Im­munother­apy. Cu­ri­ous about his lifethreat­en­ing peanut al­lergy, he funded the Sean N. Parker Cen­ter for Al­lergy & Asthma Re­search at Stan­ford. His in­ter­est in the mu­sic in­dus­try led to the Sean Parker In­sti­tute for the Voice at Weill Cor­nell Hos­pi­tal in New York. So it’s not sur­pris­ing that he’d even­tu­ally turn to pol­icy. From the be­gin­ning, Parker’s Eco­nomic In­no­va­tion Group, backed with $15 mil­lion, fo­cused on the causes of in­equity and the po­ten­tial of us­ing tax pol­icy to force profits out of port­fo­lios and into poor neigh­bor­hoods. “Peter Thiel bet me a mil­lion dol­lars that I wouldn’t get it done,” Parker says. “So that was part of my mo­ti­va­tion.”

He’s a hard guy to bet against. In 1999, along with Shawn Fan­ning, he co­founded the free on­line mu­sic-shar­ing plat­form Nap­ster, which blew up the re-

in­dus­try—and later it­self af­ter trig­ger­ing an avalanche of copy­right law­suits. In 2004, af­ter see­ing Facebook on a friend’s com­puter, he used his Nap­ster fame to score a meet­ing with a young Mark Zucker­berg at a Chi­nese restau­rant in New York. He spent the next year as Facebook’s first pres­i­dent, scal­ing the startup be­fore clash­ing with in­vestors, ex­it­ing with enough eq­uity to give

him a cur­rent net worth that Forbes es­ti­mates at $2.6 bil­lion. He then be­came an early backer of Spo­tify, play­ing a large role in bring­ing the then-nascent Swedish stream­ing startup to the U.S.

More re­cently, Parker has turned his in­tense fo­cus to phi­lan­thropy, do­nat­ing more than $400 mil­lion in the past four years—a de­cent chunk, given that he’s still in his 30s. For the prob­lem of blighted neigh­bor­hoods, how­ever, Parker sees his tax-avoid­ance pol­icy as a bet­ter play: “You’ll never solve do­mes­tic poverty by giv­ing your money to a foundation. That’s not go­ing to achieve any­thing. What you need is tril­lions of dol­lars in in­vestor cap­i­tal.” Parker built the Eco­nomic In­no­va­tion Group to be in­de­pen­dent, bi­par­ti­san and prag­matic, “ba­si­cally rep­re­sent­ing the poor peo­ple in Amer­cord­ing

To run it, he re­cruited Steve Glick­man (a for­mer se­nior eco­nomic ad­vi­sor to Pres­i­dent Obama) and John Let­tieri (a govern­ment-af­fairs vet­eran who served as a for­eign-pol­icy aide to Se­na­tor Chuck Hagel). His eco­nomic ad­vi­sory board included Kevin Has­sett, Trump’s chief economist, and Jared Bern­stein, who held the same job for Vice Pres­i­dent Biden.

The think tank quickly fo­cused on craft­ing a pol­icy that uses tax in­cen­tives to move in­vestor cash into struggling com­mu­ni­ties. The group met with hun­dreds of law­mak­ers to share find­ings, hear feed­back and build a base of sup­port­ers. Parker would visit Wash­ing­ton ev­ery few months for a marathon of meet­ings, slowly gar­ner­ing prom­ises of sup­port. Parker boasts that he walked the con­gres­sional cor­ri­dors un­til his feet ached and would lob late-night calls to top law­mak­ers for up­dates on the ini­tia­tive. As the idea crys­tal­lized, other wealthy en­trepreneurs, in­clud­ing Steve Case, Jim Soren­son and Michael Milken, jumped on the band­wagon.

By 2016 the Op­por­tu­nity Zone bill had won the sup­port of 72 leg­is­la­tors from both par­ties. It was ide­o­log­i­cal surf and turf. For Repub­li­cans, it promica.”

ised a tax cut, a mar­ket-based so­lu­tion and a way to put power in the hands of state and lo­cal gov­ern­ments. Democrats, mean­while, liked the prospect of pour­ing money into ar­eas in dire need of funding. Also in the idea’s fa­vor: It was new. “If you come up with some­thing that’s com­pletely novel,” Parker says, “there’s no or­ga­nized op­po­si­tion against it.”

That April, to­ward the tail end of the Obama ad­min­is­tra­tion, Scott and Booker in­tro­duced the bill on the Se­nate floor while Con­gress­men Pat Tiberi (R-Ohio) and Ron Kind (D-Wis.) pro­posed it in the House. They toyed with at­tempt­ing to pass it as a stand-alone law but de­cided it was best to wait for some fast-mov­ing leg­is­la­tion to hitch it to.

Parker had held a fundraiser for Hil­lary Clin­ton at his L.A. man­sion, but Don­ald Trump’s sur­prise vic­tory— and the GOP’s sub­se­quent push to cut taxes—of­fered him an un­ex­pected ride. “The op­por­tu­nity was one that I thought was hor­ri­ble—but Tim Scott thought was awe­some,” Booker says. “But for our bill, this was per­fect, and we de­cided to make it part of the larger tax re­form.”

By now they had a bi­par­ti­san group of roughly 100 law­mak­ers spon­sor­ing the bill. Speaker Paul Ryan and Se­nate Fi­nance Chair­man Or­rin Hatch backed it.

De­spite that broad sup­port, O-zones were left out of the ver­sion of the tax cut passed in the House. A sav­ior was Tim Scott, who had met with Trump and says he got the pres­i­dent’s bless­ing for the pro­vi­sion. The bill’s early spon­sor, Scott was also a mem­ber of the Se­nate Fi­nance Com­mit­tee. He ma­neu­vered to get O-zones into the Se­nate ver­sion of the bill. Once in there, the O-zone clause had life—but could very eas­ily have been re­moved by the con­fer­ence com­mit­tee, a small group that worked out dif­fer­ences in the House and Se­nate ver­sions of the bill.

The years that Parker and EIG had spent build­ing a base paid off. “You prove that you’re re­ally into it—and that you’re not go­ing away,” he says. Many con­fer­ence-com­mit­tee mem­bers had been O-zone spon­sors. When Pres­i­dent Trump signed the tax bill into law in De­cem­ber, the ini­tia­tive was in there, but it was lit­tle-un­der­stood or hardly no­ticed.

THE LAW’S EN­GINE is a new breed of fi­nan­cial prod­uct, the op­por­tu­nity fund, that of­fers in­vestors a tri­fecta of at­trac­tive tax breaks. Here’s how it works. In­vestors who sell as­sets have 180 days to plow their tax­able cap­i­tal gains into an ap­proved op­por­tu­nity fund, which must hold 90% of its as­sets in Op­por­tu­nity Zone projects. To put money to work fast, the law re­quires that the funds invest all of their cash within some spec­i­fied time frame. (The Trea­sury Depart­ment is still de­cid­ing on that and other crucial de­tails.) Tax on the orig­i­nal rein­vested gain isn’t due un­til 2026, and the tax­able gain is cut by 15%. Mean­while the new op­por­tu­nity in­vest­ment grows tax-free, like a Roth IRA, pro­vided it’s held for at least ten years. (If it’s sold ear­lier, it can be rolled into an­other op­por­tu­nity fund and re­main tax-free.)

For a cen­sus tract to qual­ify as an Ozone, it must have a poverty rate of 20% or higher or a me­dian house­hold in­come that is less than 80% of the sur­round­ing area. Gov­er­nors are al­lowed to des­ig­nate 25% of their states’ el­i­gi­ble tracts as O-zones. In all, about 8,700 ar­eas, rang­ing from rusty in­dus­trial towns to dusty ru­ral ham­lets, have been ap­proved.

Un­like pre­vi­ous de­vel­op­ment in­cen­tives such as En­ter­prise Zones and New Mar­ket Tax cred­its, which capped tax ben­e­fits and placed re­stric­tions on the in­dus­tries and re­gions you could invest in, the O-zone law is broad and scal­able. Vice busi­nesses (liquor stores, casi­nos, mas­sage par­lors) are barred. And while ven­ture cap­i­tal­ists, pri­vate-eq­uity shops and banks will be es­sen­tial for launch­ing op­por­tu­nity funds, those firms can’t simply lo­cate in an O-zone and grow taxfree. Other than that, the in­vest­ment op­tions and those who can invest are broad.

“The great thing about this leg­is­la­tion is it can bring to­gether sec­tors that may not have worked to­gether be­fore,” says Jim Soren­son, a Utah-based en­tre­pre­neur and im­pact in­vestor who was an early part of Parker’s coali­tion. “There can be a great col­lab­o­ra­tion be­tween state and lo­cal en­ti­ties to add more in­cen­tives to fur­ther sweeten the pot.”

Soren­son says phi­lan­thropy can play an im­por­tant role in prep­ping an O-zone for growth, pro­vid­ing ini­tial cap­i­tal to se­cure real es­tate loans or launch­ing job­train­ing pro­grams to cre­ate a large sup­ply of lo­cal tal­ent ready to work. “We can come in first, solve prob­lems and de­risk projects to make them more fea­si­ble for in­vestors,” Soren­son says. “Then you tap into the in­sti­tu­tional mar­kets—that’s where the big money is.”

Big money can come from a host of sources: real es­tate de­vel­op­ers, PE funds, ven­ture cap­i­tal, in­vest­ment banks, wealthy in­di­vid­u­als, fam­ily of­fices and mu­tual funds. And there are many places for big money to go. Ru­ral com­mu­ni­ties can host projects that need wide spa­ces, like farm­ing, en­ergy, min­ing, data cen­ters and labs. Cities are likely to at­tract real es­tate de­vel­op­ers, star­tups and ven­ture funds.

For real es­tate de­vel­op­ers, O-zones of­fer cheap real es­tate and un­lim­ited, un­taxed up­side if a neigh­bor­hood takes off. De­vel­op­ers must do more than stash cash in crum­bling prop­erty. To qual­ify for tax perks, they must make swift and sig­nif­i­cant up­grades (at least equal to the cost of the ini­tial pur­chase). With real es­tate projects come new of­fice build­ings, in­dus­trial dis­tricts, restau­rants and af­ford­able hous­ing—all of which can lay the ground­work for an eco­nomic boom. “The real es­tate as­pect is a great cat­a­lyst to at­tract new busi­nesses,” says AOL founder Steve Case, an early sup­porter of the O-zone ini­tia­tive, whose Rise of the Rest Fund in­vests in back­wa­ter ar­eas. “But it’s the star­tups that will be the real job cre­ators.”

For ven­ture firms, which tend to


make many small, risky bets with the hope that a few will be block­busters, back­ing O-zone star­tups can carry un­be­liev­able gains. Un­der the law, VCs can plow re­turns into op­por­tu­nity funds, de­fer­ring taxes and setting the stage for a fu­ture tax-free wind­fall. “If Facebook could have cho­sen to lo­cate it­self in an Op­por­tu­nity Zone, like the Ten­der­loin in San Fran­cisco, the in­vestors would’ve paid no cap­i­tal gains on their eq­uity,” says Parker, who pre­sum­ably would have been one of the big win­ners. The prom­ise of mega-re­turns could send VCs, in­vest­ment banks and pri­vate eq­uity firms scram­bling to launch their own op­por­tu­nity funds to cre­ate in­cu­ba­tors, scour sec­ond cities for over­looked tal­ent or move port­fo­lio com­pa­nies into O-zones. “It wouldn’t sur­prise me if a lot of Sil­i­con Val­ley VCs started to tell founders, ‘We’d like you to go over the bridge to Oak­land, or we’d like you to go to Stock­ton,’ ” Parker says.

If they do, they’ll find a wel­come wagon. “We started at zero. We were the fore­clo­sure cap­i­tal, our homi­cide per capita high­est in the na­tion, we de­clared bank­ruptcy,” says Stock­ton mayor Michael Tubbs, a charis­matic 28-year-old Stan­ford grad who re­turned to his home­town fol­low­ing a cousin’s mur­der. “We’re not afraid of the fu­ture. We’re not afraid of new. We’re not scared of Op­por­tu­nity Zones. Let’s do it.”

Stock­ton is a good ex­am­ple of what could be: 90 min­utes from San Fran­cisco and 45 min­utes from Sacra­mento, it’s sur­rounded by agrar­ian pos­si­bil­i­ties yet crip­pled by high costs, high un­em­ploy­ment and high crime (in 2011, Forbes named it Amer­ica’s “most mis­er­able city”). Roughly 25% of its 300,000 res­i­dents live in poverty.

Tubbs en­vi­sions new apart­ments in its bleak down­town, in­dus­trial parks along its air­port cor­ri­dor and a wa­ter­front “like the San An­to­nio River­walk, where peo­ple can live and work,” com­plete with hip­sters and beer gar­dens. To make it hap­pen, he’s al­ready pre­par­ing for­mal pitches for op­por­tu­nity funds, forg­ing strate­gic com­mit­tees with the lo­cal govern­ment and busi­ness, real es­tate and aca­demic lead­ers to sur­face po­ten­tial and stream­line ac­tion. Past that, “I’m not go­ing to share all my se­cret sauce with other cities,” he says.

The joke be­trays a fierce com­pe­ti­tion brew­ing. It’s likely that only a hand­ful of the roughly 8,700 des­ig­nated O-zones will at­tract the crit­i­cal mass nec­es­sary for a sig­nif­i­cant turn­around—or in­vestor con­fi­dence. “There will be a herd­ing men­tal­ity and a domino ef­fect,” Parker says. “The more mo­men­tum an area gains, the more in­vestors it will at­tract.”

“It’s like the Ama­zon head­quar­ters bat­tle,” says Mar­garet Anadu, the head of Gold­man Sachs’ Ur­ban In­vest­ment Group. “It has may­ors and re­gional play­ers ask­ing, ‘What great things does my city have to of­fer? What are the chal­lenges? What are my plans to ad­dress them?’ ”

WHERE OP­POR­TU­NITY Zones go, op­por­tunists will follow. The law’s rich tax perks will lure many play­ers more in­ter­ested in the pro­gram’s tax ben­e­fits than its so­ci­etal ones. The broad and flex­i­ble na­ture that gives the plan its power also leaves am­ple room for abuse, loop­holes and un­in­tended con­se­quences. With bil­lions in for-profit cap­i­tal likely to flow into poor com­mu­ni­ties, there’s a chance that the very peo­ple the pro­gram is in­tended to lift up could in­stead get pushed out. Nearly ev­ery­one Forbes in­ter­viewed for the story agreed that gen­tri­fi­ca­tion is a real risk.

The an­swer for Mayor Michael Tubbs is lo­cal con­trol, with the govern­ment steer­ing in­vest­ments to places where cap­i­tal would make a siz­able im­pact. “We don’t have many peo­ple liv­ing in our down­town, so new hous­ing wouldn’t be dis­plac­ing peo­ple but bring­ing new peo­ple in,” Tubbs says. “You’d be mak­ing down­town safer and bring­ing in units that peo­ple can af­ford.”

For Booker, it started with gov­er­nors choos­ing Op­por­tu­nity Zones that show no sign of cur­rent gen­tri­fi­ca­tion. He says lead­ers must en­sure that a large por­tion of lo­cals are hired to build and ser­vice new projects and that towns adopt and en­force zon­ing and af­ford­able-hous­ing laws as new cap­i­tal flows into the com­mu­nity.

“The whole point of this is cre­at­ing op­por­tu­nity for the peo­ple who are liv­ing in those places to­day,” Gold­man’s Anadu says. “If the in­vest­ments don’t pro­vide bet­ter hous­ing, bet­ter jobs, an in­creased tax base and bet­ter govern­ment ser­vices, then it’s been a big waste of time and we’ve all failed.”

On the flip side, what hap­pens if the pro­gram is too suc­cess­ful? What if the next Facebook moves just a few miles into a neigh­bor­hood O-zone like East Palo Alto, va­por­iz­ing tens of bil­lions in cap­i­tal gains with­out re­ally trans­form­ing a city? Or if it just ac­cel­er­ates a Brook­lyn-like real es­tate boom that would have hap­pened soon any­way? “You can paint all types of pos­si­ble sce­nar­ios,” says Se­na­tor Scott, “but I have 50 years’ worth of evidence show­ing the risk of do­ing noth­ing.”

For now, it’s a wait­ing game. Trea­sury and the IRS are sched­uled to hand down the final O-zone rules by the end of 2018. In­vest­ments could con­ceiv­ably start early next year. Un­til then, in­vestors wait on the side­lines as may­ors per­fect their pitches.

Parker, mean­while, is steer­ing his think tank to cre­ate new poli­cies. “I came away with an op­ti­mistic view about mem­bers of Congress,” Parker says, voic­ing a sen­ti­ment pre­cious few have echoed in the past 20 years. “They want to talk about an idea that can move the nee­dle and fix the struc­tural is­sues fac­ing the coun­try. There’s prob­a­bly a bunch more of these things out there that we can do.”




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