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Quid-Pro-NO!

How every level of government has failed Tennesseans and the steps elected leaders took to keep those failures secret

Andy and Red, The Shawshank Redemption “He’s got scams you haven’t even dreamed of. Kickbacks on his kickbacks. There’s a river of dirty money running through this place.”
Andy Dufresne, The Shawshank Redemption

Intro

I wasn’t looking for this story. I say that upfront because what follows may sound like I’ve lost my ever loving mind. Which, to be fair? Totally possible.

But what if you aren’t reading the ramblings of a madman right now?

Can you spare 10 minutes?

What if for the first time ever crazy internet guy delivers on his click-bait headline? What happens when someone comes along without a teaser or an agenda? When that person doesn’t ask you to subscribe or “hit that like button“?

And just…. presents the facts as he understands them…

How many times have we been told some politician or agency did something shady? How many of us have felt that flash of outrage, and then… nothing? No follow-up. No conclusion. Just the next headline pushing the last one out of the public conversation?

Have we not become conditioned to a predictable pattern by now? Something similar to:

  1. Accusation gets made
  2. Outrage ensues
  3. Silence. Deafening silence.
  4. Profit?

If you’re anything like me you’ve probably stopped expecting anything to actually come of anything ever. I know I have. That’s exactly why this story exists. It’s why it lives here and why I’m not handing what I’m about to present to a newsroom or an institution. I’m hosting it here. For real people. Because I think the reason these things never reach a conclusion is that they always end up in the hands of someone with a reason to let them die quietly.

I’m asking you, the astute reader, for both your time and your concern. Time to understand this story, and concern for the people it affects.

Because it does affect people. It affects me. It affects you. It affects every Tennessean.

I’ve felt everything from being that crazy meme guy holding a cigarette in one hand pointing to a nonsensical bulletin board with the other to being a potential Pulitzer prize winning investigative journalist while researching this. I’ll let you decide which.

The Simple Question That Was Until it Wasn’t

About a 30 minute drive north outside of Nashville there exists a single facility that has been quietly growing since construction began in 2020.

Long before data centers became the latest hot button issue I watched while silently wondering why no one else was talking about or even seemed to care about what was happening all around us.

I’m referring to the mega artificial intelligence data center owned by Meta in Gallatin, TN. The single facility capable of drawing roughly 300 megawatts, the equivalent power demands as every single home in Nashville combined.

The thing is absolutely massive!

And not just the scale of it but the everything else around it happening simultaneously.

From the TVA’s $1.1 billion overhaul of the Gallatin Steam Plant, a major water pipeline being buried running uphill, to everything else this investigation touches on, the scale and scope is honestly mind boggling.

The TVA did catch some heat through all of this. Of course, having a sudden appetite for the seizure of private property through eminent domain will do that. Country artist John Rich took up both fights, first in Cheatham County, where a 900 megawatt gas plant would have swallowed 6,000 acres of farmland and some 500 homes, according to Just The News, and then in Gallatin, where a proposed transmission line would have cut straight across a farm the same family has worked since the Revolutionary War.

But for the most part, all of this was happening at once, in the same area, with little to no outside coverage. What coverage there was came out of the state’s own press release, and I mean that literally: the Nashville Area Chamber of Commerce, Tennessee Lookout and Business Facilities all ran the same paragraphs, word for word, unquoted and unattributed, within hours of each other.

Then, more recently, the larger public began taking notice. Admit it, some of y’all got big mad when the outrage finally arrived. However sideways that anger was aimed.

I won’t spend the time here re-hashing the DC Blox deal. And honestly I’m a bit biased in where I rank the two stories, but the zoo angle just never sat quite right with me.

The whole thing felt manufactured and misplaced. Both sides of it.

So I decided to do something that seemed simple. Figure out the real pros and cons. The true community impact these facilities carry. Not by listening to either one of them, but by checking the receipts.

And I picked the Meta facility in Gallatin as my test case for a few reasons:

  • The thing is massive.
  • It had been running long enough to have trackable data points.
  • Because it came in before the controversy it had flown mostly under the radar.
  • The few media stories I could find via quick Google searches were basically the same press release copy-pasted into different bylines.

Have the promises made been kept?

The short answer is yes. The promises were kept. Technically. And that “technically” is where this entire story lives.

It wasn’t that the talking points were wrong. It’s that they were engineered. Every word chosen carefully enough to survive a fact-check while completely misrepresenting what was actually happening.

If you’ve ever bought a used car from a guy who slapped the hood and said it “runs great” while knowing the transmission was about to go kaput, you know the feeling:

It’s not a lie.
It’s worse than a lie.
A lie can be caught.

This stuff is built to hold up under scrutiny while meaning something entirely different than what you heard.

My questions were reformed once I realized the framing itself was the trick. No longer was I asking “are data centers good or bad?”.

My questions became:
Why is seemingly everyone in on this?
Why are state and local officials from both parties bending over backwards to twist words into new meanings?
Why are those officials taking that political risk?
What could possibly make every level of government line up behind the same carefully crafted narrative for corporations that are worth trillions and do not need the help?

I was mostly left just asking myself the “WHY???” behind it all.

Finding those answers is when things started getting interesting.

In trying to answer the question about promised tax benefits, I fell into a world I didn’t know existed. A world of Industrial Development Boards, PILOT agreements, and state statutes that most Tennesseans (me!) have probably never heard of.

Here’s the short version.

Back in 1955, during a national economic boom, landing a large manufacturer could set a small city up for decades. One big factory meant stable jobs, stable tax revenue, and the budget certainty needed for planned growth. City leaders were willing to sweeten the deal to attract those companies.

The problem was Tennessee’s constitution. Article II, Section 28 requires that all property in the state be taxed. No exceptions, period. Section 29 goes further, and says cities and counties are explicitly prohibited from lending their credit or giving financial favors to private corporations. A city couldn’t just hand Goodyear or Ford Motor Company a tax break. It would be unconstitutional.

So instead of changing the constitution, lawmakers built a workaround. The Industrial Development Corporations Act let cities create a separate public board, an Industrial Development Board, or IDB for short.

The IDB owns the industrial property instead of the company. And since the IDB is technically a public entity, its land is tax-exempt. No constitutional violation. The board then leases that land back to the company, and instead of property taxes, the company pays the board whatever the two sides negotiate. That negotiated payment is the PILOT, Payment In Lieu Of Taxes.

A structure built in 1955 for factories that employed thousands, now being used to shelter trillion-dollar tech companies that employ “approximately 100”.

The Unicorn

When I went looking for the Meta PILOT agreement, I hit a wall. The whole deal starts years before any public announcement. Gallatin had already courted this company once, under the codename Project Skillet, and watched it go to Huntsville. GEDA’s own account is that Project Skillet “morphed into Project Wool Hawk” - same company, new name, back knocking on the door. When it returned it came wrapped in an NDA and routed through a shell corporation called Project Woolhawk. By the time anyone in Gallatin heard the name, the terms were already set.

The closest thing to those terms on the public record is Resolution R2005-24, put before the council on May 12, 2020. Woolhawk, LLC, a Delaware limited liability company, would pay a flat $1,000,000 a year for the first building and less for every building after it, $750,000 for the second, $550,000 by the sixth. Twenty years of abatement on each. Until the first building is finished, the payment is the taxes on the raw land as it was zoned before.

That is what was presented. Whether it is what was signed, nobody outside the deal can say.

But the wall wasn’t just secrecy. It was structural. The Gallatin IDB had evolved into something I can only describe as a legal hybrid claiming to be a public agency when it needed tax-exempt status while operating like a private corporation when it needed to avoid transparency. Having it both ways.

The city says so itself, in writing, in its own audited books. Buried in the notes of the 2023 annual financial report is a section called Related Organizations, and it says the city’s “accountability for these organizations does not extend beyond making the appointments,” that the city “does not provide funding,” and that it “cannot impose its will upon the operations” of the IDB.

That IDB? Not ours. We just name the people on it.

Except the statute that let Gallatin create the thing says the opposite. It calls the board “a public instrumentality of such municipality,” and that phrase is not decoration. It is the reason the property is tax exempt in the first place.

I pulled every PILOT filing the state comptroller has. Then I pulled the parcel itself.

It’s one parcel. About 500 acres.

And Meta doesn’t own it. The Industrial Development Board of the City of Gallatin does.

The state says that land and everything standing on it is worth $519,189,800. It also says the assessed value is zero.

Both of those are true at the same time, and neither one is a mistake. The board owns the title, so the property is exempt, so there is nothing left to tax.

That’s what the name is supposed to cover. Payment In Lieu Of Tax. The property comes off the rolls, and instead of the taxes nobody can collect anymore, the company pays something. That payment is the trade.

Meta paid the city $1,821,846 last year.

The county’s column on that same form is blank, and it has been blank every year since 2022.

There is half a billion dollars of property sitting in Sumner County and the county has never reported collecting a dollar against it.

Then I looked at the federal filings.

Tennessee has roughly 400 Industrial Development Boards on file with the Secretary of State. Eight of them file a 990 at all, and seven of those eight file as a 501(c)(3) or a 501(c)(6).

Gallatin files as a 501(c)(4).

The difference isn’t cosmetic. A 501(c)(3) is the standard charity, the one where your donation is deductible and political activity is tightly limited. That’s what the Shalom Zone is, and the Gallatin daycare. A 501(c)(6) is a business league, the chamber of commerce category, and it’s the obvious fit for a board whose whole job is recruiting industry. That’s where the other IDBs sit.

A 501(c)(4) is a social welfare organization. Civic leagues and advocacy groups. It can lobby without limit, it can spend on politics, and it never has to say who paid for any of it. That last part is why the category turns up in every story ever written about dark money.

Not a regional quirk. Not a gray area. The only one.

So why pick the one that makes you stick out?

I think you have to stop asking which status described them and start asking which one they could actually get. An Industrial Development Board ordinarily owes the IRS nothing at all, because it is treated as an arm of its city. But claiming that requires showing the city controls it, funds it, answers for it. Gallatin had spent years building a record that says the opposite, and their own auditors wrote it down.

A 501(c)(3) means applying, waiting, and letting the IRS examine what you actually do. Hard to explain when the main thing you do is hand a tax break to a trillion-dollar company. A 501(c)(6) is for business leagues with members, and this board has none.

A 501(c)(4) you can simply declare yourself to be. No application. No determination letter. No one at the IRS deciding whether “social welfare” fits. You notify them and you start filing.

It wasn’t chosen because it fit. It was chosen because it was the only federal existence they could grant themselves, on a deadline, without asking anyone’s permission. The sore thumb was the price, and they paid it, because nobody reads an IDB’s 990. Until somebody reads four hundred of them.

A board holding half a billion dollars of exempt property for a company that reports paying the county nothing, while filing under a federal tax status no other IDB in the state uses. That’s not a coincidence. That’s a choice.

The First Filing

The choice to file with the IRS at all appears to have been forced. The Gallatin IDB was chartered in 1994, administratively dissolved in 2012, then reinstated in early 2013 when companies like Bradford and Beretta came along. For the entire stretch from 1994 to 2020 there are no public federal filings.

That doesn’t mean there’s nothing to look at. The state’s PILOT reporting covers those years, and it shows a board that has always done this its own way.

Bradford has been on the Gallatin IDB’s books since 2016. Every year it files, it reports its payments in the column marked RENT. The PILOT columns, city and county both, sit empty. Rent isn’t a payment in lieu of tax. It doesn’t get looked at the way a PILOT gets looked at.

Beretta is stranger. The state announced it in January 2014, $45 million and 300 jobs in the Gallatin Industrial Park. It shows up in the county’s PILOT reporting exactly twice, in 2015 and 2016, and the 2016 payment field reads NO INFO. After that it stops appearing at all. Not a reduced payment. Not a disputed one. It never reported paying anything, and then it stopped being asked.

Which is its own story for another day, because the state had put $8,000,000 of general obligation bond money through this same board to land that project.

Then Meta shows up. And Meta’s lawyers, being the lawyers of a trillion-dollar corporation, presumably have expectations about doing business with a counterparty that exists on paper. My working theory, supported by the timeline, is that the IDB’s choice to finally file with the IRS wasn’t voluntary. It was the cost of landing the deal. They may have even learned that lesson the hard way in 2017, when Gallatin lost the earlier iteration of this deal, Project Skillet, to Alabama.

So they filed. But they couldn’t file honestly, because an honest filing would mean explaining twenty-six years of unreported activity. So the first 990, signed on November 14, 2021 by Preston Stark, is marked as an “initial return”, the box a body checks the first year it exists. On the same form, the year opens with $102,948 already in the bank. A quarter century of history erased with a checkbox, and the money from those years still sitting there.

And the filing itself is a mess. Part III lists “Fees in lieu of taxes paid to Sumner County Tennessee $17,474.00 Beretta $39,919.00, and Bradford $13,155.00”, the tenants making PILOT payments in, written up as beneficiaries who received money out. Schedule O, in the same document with the same signature, tells a completely different story: $69,549 to “Summer County” (their typo, not mine, it’s Sumner). Part III adds to $70,548. Schedule O says $69,549. The two sections disagree by exactly $999, disagree on recipients entirely, and disagree on the direction the money flowed.

That’s not an accounting error. That’s someone filling in a form about activity they can’t document because it was never meant to be documented.

And every one of those filings carries the same name. Preston Stark signed the 2020 return as Contracted Board Administrator, and he signed 2021, 2022, 2023 and 2024 too.

Look at what he signed. The line above the signature reads: “Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete.”

There are two promises in that sentence and only one of them is hedged. Whether it’s accurate is limited to the best of his knowledge. That he read it is not.

There’s one more. The 2023 and 2024 filings both say the board’s finances were reviewed by an outside auditor that year. I went looking for those audits. The only one that exists anywhere in the public record is for the year ending June 30, 2025, and it came out after both of those filings were signed.

The Confession That Doesn’t Know It’s Confessing

If you Google how PILOTs and IDBs work in Tennessee, one of the first things you’ll find is a capstone project by a woman named Lilibeth Leon. It’s polished. It looks academic. And its author was an employee of the Gallatin Economic Development Agency, working directly under the man who negotiated the Meta deal.

Leon’s report is remarkable because she lays out the entire playbook and frames it as good governance. Some highlights:

She admits the Woolhawk PILOT agreement was deliberately written to be more ambiguous about fund distribution than every prior agreement. Not accidentally vague. In her words, Facebook’s agreement was “different from previous contracts and left more ambiguity concerning the exact distribution of funds.” The board could have kept splitting the money as it always had, about 35% to Gallatin and 65% to Sumner County with 60% of the county’s share going to schools. It chose discretion instead.

She admits the IDB is sitting on over a million dollars in accumulated PILOT payments that haven’t been distributed, and notes that number “will only increase.” Her recommendation isn’t to send it where it’s supposed to go. It’s to keep it. The board had already put over $600,000 into a new daycare whose operator “agreed to reserve slots exclusively for industry partners.” The rest she’d steer toward workforce training and buying industrial land, so the city isn’t “at the mercy of private owners for site selection.” An unelected board controlling what should be public tax revenue and spending it on projects that serve corporate interests.

She identifies an “anti-growth coalition” on the Sumner County Commission and Gallatin City Council as a threat. Elected officials who wanted to manage public spending differently are the enemy. The quiet part out loud: we rewrote the agreement so that elected representatives couldn’t direct these funds.

She admits, in one sentence, what the ambiguity was for. The new arrangement “left the Industrial Development Board responsible for deciding how much of the PILOT monies would be paid out to municipal governments and how much they would control.”

Read that twice. The board decides its own cut.

And then there’s the part I almost missed. She describes Facebook as approved for a five-year agreement, with buildings paying “for four years thereafter.” The resolution the council actually approved says the first partial year plus twenty full tax years, for every building, with each building starting its own clock.

She isn’t wrong, exactly. The agreement raises the payment five percent on every five-year anniversary, so there is a five-year cycle in there if you go looking for one. There’s also a seven-year investment test, and ten, thirteen, sixteen and twenty-year windows for later buildings. Six different numbers to pick from.

She picked the smallest one. In the document arguing the board should keep the money, a five-year favor is a much easier thing to defend than a forty-year one.

Her paper is dated August 29, 2024. The state filing where Meta’s payments to the city jump from $168,226 to $1,202,500 was submitted twenty-five days later.

She wrote a confession and turned it in for a grade.

The Operator

The man behind all of it is James Fenton, who served roughly twelve years as Executive Director of the Gallatin Economic Development Agency. Before Gallatin, six years doing economic development in Cheatham County. He signed the NDA for Project Skillet, which he dates to 2016 and GEDA’s own later account dates to 2017. And in July 2018, two months after Woolhawk negotiations began, the board’s address of record moved out of the City Attorney’s office and into his agency. The state filing puts it plainly: Principal Address 3 changed from “CITY ATTORNEY” to “GALLATIN ECONOMIC DEVELOPMENT AGENCY.”

Read that again. While he was negotiating the deal, the address where the board received its official mail stopped being the city attorney’s office and became his. At the exact moment it mattered most.

The registered agent itself stayed with the city attorney until July 2021, when it changed to Preston Stark.

But look at how the whole thing bookends.

Fenton started at GEDA in July 2012. That December, the state administratively dissolved the Gallatin IDB, which is what happens when a board stops filing and stops meeting. In February 2013 it was brought back, and the address they gave the state was 132 West Main Street, listed as the City Attorney.

Beretta was announced eleven months later.

So the board wasn’t revived because Gallatin needed oversight of anything. It was revived because somebody needed a mechanism, and eleven months later there was a deal running through it.

Then in 2018 he moved it out of the City Attorney’s office and into his own.

Independent legal custody in at the start. Out at the moment it mattered.

Fenton did a victory-lap podcast interview with a local Republican group where he narrated the whole saga like a war story, assembling 800 acres from private owners, maneuvering around a university president who tried to say no (that president was replaced by Tennessee’s former Economic Development Commissioner, who said yes), calling in a state senator and mayors to resolve a utility dispute three weeks before announcement.

In the entire interview, he never says Woolhawk. Never says PILOT. Never says abatement. Never says IDB. And he closes with: “We didn’t give them, you know, anything. We didn’t put anything in for them. They paid for everything and upgraded our water system.”

Every word technically true. Every word designed to obscure what actually happened.

The Shadow and the Stage

You might wonder where public accountability enters this picture. After all, Tennessee law requires IDBs to hold public meetings, post agendas, and keep minutes.

So go to gallatintn.gov and click through to Boards and Commissions. Fifteen of them. The Beer Board tells you it issues permits to sell beer and enforces the code. The Electric Power Board tells you it supervises the city’s electric system. The Health, Educational and Housing Facilities Board tells you it finances facilities for low income families, the disabled, and the elderly. The Planning Commission tells you it meets the fourth Monday of the month at 5 p.m. in Council Chambers.

Then click Industrial Development Board.

Eight names and the dates their terms expire.

That’s the entire page. No description of what the board is. No statement of what it does. Nothing about when it meets or where. The one board on that list holding title to half a billion dollars of property is the only one that doesn’t tell you what it’s for.

While you’re there, read the city’s own note above the calendar: “There is not a comprehensive calendar that includes all of the committees or commissions listed on this page.”

The IDB, the entity making multi-million dollar, multi-decade financial commitments on behalf of an entire city, is a ghost on its own government’s website.

There is one place it does appear. The city publishes a monthly civic calendar, and on the July 2026 calendar every body in town gets its own line. City Court. Planning Commission work session. City Council. Economic Development Agency. Beer Board. Board of Zoning Appeals.

The IDB doesn’t get a line. It gets half of one:

Industrial Development Board & Health, Educational, and Housing Board

One entry. Two boards. The same nine people, the same room, and whichever name the business in front of them requires.

Where the Money Goes

Follow the 990 filings from 2020 to 2024 and you watch a story unfold in numbers.

2020, the fabricated origin. $100K in revenue, contradictory figures, tenants listed as beneficiaries. 2021, the first real filing. $145,425 in revenue. Biggest expense: $107,488 in property taxes. A tax-exempt entity whose largest line item is the thing it exists to not pay. No audit. And the board says outright, on the form itself, that it does not read the form before it goes to Washington: “Due to time constraints, the board reviews the Form 990 after it is filed. The board administrator reviews it prior to filing.” 2022, revenue doubles to $334,268. The mission statement gets rewritten but they check “No” on significant changes. An independent audit is suddenly claimed. The first school payment appears: $74K. 2023, the Woolhawk money arrives. Revenue explodes to $1,796,648. School payment jumps to $901K. But net assets balloon from $187K to $904K. The board is hoarding.

Then 2024. Revenue hits $2,242,221. Expenses hit $2,998,536. The IDB dumps $2.29 million in a single line item called “PILOT fees distributed” and names no recipient. School payment drops $260K from the prior year with no explanation. New line items appear from nowhere: $45,000 in consulting fees and $12,000 in management fees, both to unnamed parties. Net assets collapse from $904K to $148K. And the filing is signed in August, months ahead of the November pattern established every prior year.

They accumulated. They hoarded. And then they flushed it, to people and entities they won’t name on a federal form.

The Same Dollars, Three Stories

One last detail before I leave you to sit with all of this.

When Meta’s deal was first announced, the press release touted “$1.4M+ in direct funding to Sumner County area schools and nonprofits.” Great headline. Generous company.

The 2023 IDB filing shows $901,080 to Sumner County Schools. The 2024 filing shows $640,457. That’s $1.54 million, close enough to the $1.4 million promise to call it fulfilled.

But those aren’t donations. That’s PILOT money flowing through the structure. Money Meta owes under the agreement. The IDB’s legally required distribution to schools repackaged in a press release as corporate philanthropy. The same dollars counted once as a statutory obligation and again as a generous gift.

The community heard generosity. Leon’s report called it compliance. The IRS filing logged it as an expense. Same money. Three stories. Depending on who’s asking.

Part 2 will follow the money upward, through the state mechanisms that are supposed to catch exactly this, and into the federal structures that make it possible. The Gallatin IDB isn’t just a local story. It’s a case study in what happens when every safeguard fails at once.

Or maybe, when they’re designed to.