Quid-Pro-NO!
The Simple Question That Was. Until it Wasn’t
Were the promises made kept?
The short answer is yes. The promises were kept.
Technically.
That technicality though is where this entire story lives. It wasn’t that the talking points were wrong. The talking points are all perfectly crisp. It’s that they were engineered and carefully crafted. Every word chosen carefully enough to survive a fact check. While completely misrepresenting what was actually happening.
If you’ve ever bought a car from the cliché idea of a used car salesman who slapped the hood and swore it “runs great” while knowing the transmission was about to go kaput, you get the feeling.
It’s technically not a lie.
It might be worse than a lie.
A lie can be caught.
This is much tougher.
It’s deceptive.
And that’s what this story builds from. The facts and narratives which were made to hold up under scrutiny while meaning something entirely different than what you heard with your own ears, saw with your own eyes, or felt within your own self.
My original questions walking in were reformed once I realized this. The framing itself was the trick. No longer was I asking “are data centers good or bad?”.
My questions then 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 though left just asking myself the “WHY???” behind it all.
Finding those answers is when things began to get interesting.
A Legal Loophole from 1955
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. Those pesky constitutional rules and all.
Specifically, 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 allowed for cities to create a separate PUBLIC board called an Industrial Development Board, or IDB for short.
Under this workaround the IDB can now own the land under which a factory sits instead of the corporation. And since the IDB is technically a public entity, its land is tax-exempt.
No constitutional violation.
Easy-peasy. No harm. No foul.
This mechanism allows for the public IDB to then lease that land it now technically owns back to the corporation who plans to build their factory on top of it. Now, instead of traditional property taxes, the company will make payments under whatever terms it and the industrial development board negotiated.
Those negotiated payments are commonly referred to as a Payment In Lieu Of Tax agreement or just the PILOT agreement for short.
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 and had been initiated from the very beginning with secrecy in mind.
Secrecy come to find out is just a matter of doing business.
First, Gallatin had already courted Facebook once before under the codename Project Skillet.
So we’re already hitting some key points to remember here:
The company we all now know as Meta in our present day was at the time still publicly known as Facebook.
Adding to that mild annoyance, Facebook (or Meta, your pick) creates shell companies registered in Delaware for it to operate incognito under while negotiating with your elected leaders.
Par for the expected course so far.
On a personal note here:
Gotta love the irony in a corporation such as Meta not just asking for but demanding privacy don’t we?
Hypocrisy much anyone?
For our purposes here though, we’ll have two codename projects to keep up with. First as Project Skillet, then as Project Woolhawk. Both colliding in a frantic game of corporate musical chairs.
In 2017 Gallatin could only watch as it seemingly lost its first attempt at landing the tech giant, watching as “Project Skillet” went down to Huntsville, Alabama.
For the leaders of Gallatin, however, what seemed gone was not lost forever.
The Gallatin Economic Development Agency’s (GEDA) own account is that Project Skillet “morphed into Project Wool Hawk” after a furious exchange of information through September 2017.
Same company, new name, back knocking on the door a year later.
When it returned it came prewrapped 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.
Speaking of PILOT terms for a moment…
The closest thing to those terms on the public record is Resolution R2005-24, put before the Gallatin City Council on May 12, 2020 as Woolhawk, LLC, a Delaware limited liability company, who would pay a flat $1,000,000 for the first building and less for every building after it.
$750,000 for the second, $550,000 by the sixth.
Twenty years of tax abatement on each building.
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 for sure, but we can watch the ramp up in reported payments to verify the amounts one would expect under these term types.
Which we of course can and have done.
But the wall wasn’t just secrecy. It was structural. The Gallatin IDB had evolved by this point into something I can only describe as a legal hybrid claiming to be a public agency when it needed tax-exemption status while operating like a private corporation when it needed to avoid transparency.
Having it both ways.
Who doesn’t Love having their cake and eating it too?
Gallatin says it most certainly does.
In its own writing.
In its own audited books.Buried in the notes of a 2023 annual financial report is a section called Related Organizations.
Under this section of the audit the city of Gallatin says this:“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.
OH?! That IDB? Not ours. We just name the people on it. Can’t control them though. Why? Is there a Problem?
Well, for starters, the statute that allows for Gallatin (or any other municipality) to create the thing in the first place says the opposite. It calls industrial development boards “a public instrumentality of such municipality,” and that phrase is not decoration. It is the ENTIRE reason the property is tax exempt in the first place.
In plain speak that translates roughly to say industrial development boards are a public extension of the municipality they are born from. An IDB == the government body which formed it.
Then I pulled Meta’s parcel in Gallatin itself.
It’s one parcel. About 500 acres.
Minus about six acres:
Six acres carved out and quit-claimed to the TVA for zero dollars in order for that federal agency to build the electrical infrastructure Meta depends on and needs to plug into.But that’s another story for another day.
And Meta doesn’t own it. Not anymore anyway. The Industrial Development Board of the City of Gallatin does.
The assessor says that the land and everything standing on it is worth about a half a BILLION ($519,189,800) dollars. It also says the assessed value is zero dollars.
A tax obligation based on an assessed value of $0 will always be $0 no matter what the standard tax rate may be. \
40% of zero is still zero.
Both of those things are true at the same time, and neither one is a mistake.
Confusing I know.
The board owns the title, so the property is exempt.
There is nothing left to tax.
That’s what the name in “PILOT” is supposed to cover. Payment In Lieu Of Tax. The property comes off the tax rolls, and instead of the taxes no one can collect anymore, the company pays something else. That something else is the trade.
In theory this is the Quid-Pro-Quo part of the deal…
For its part, Meta paid the city of Gallatin $1,821,846 last year. Through Gallatin’s very own (except when it isn’t) IDB first of course, though.
As for Sumner County, it gets nothing and the fields of the state comptroller’s report designed to display the county’s benefit in PILOT deals is blank. And it has been blank every year since the deal first began and Woolhawk, LLC began reporting yearly PILOT payments back in 2021.
The IDB’s own federal filings call its payments going to “the county (Gallatin).” Gallatin is not the county. Sumner County is. But if the county is Gallatin, there is no one else to pay.
There is half a billion dollars of property sitting in Sumner County and the county has never collected a single dollar against it. Nor will it ever.
How Much Have your Own County Property Taxes Increased During This Time?
I then looked to the federal filings:
Tennessee has roughly 400 Industrial Development Boards.
Only Eight of those ~400 file with the IRS at all.
Seven of those eight file as 501(c)(6) organizations.The eighth is the only outlier. The eighth is in Gallatin.
And Gallatin’s IDB files as a 501(c)(4).
The difference here is NOT cosmetic.
A 501(c)(6) is a business league. It’s the chamber of commerce. Those category types. It’s also the obvious natural fit for a board whose whole job is recruiting industry. That’s where the other IDBs such as those found in Gibson and Hamilton counties fit in with their IRS filings.
A 501(c)(4) is a social welfare organization. Think civic leagues and advocacy groups for this category. It can lobby without limit. It can spend on politics. It never has to say who paid for any of it. That last part is why this category turns up in every story ever written about dark money.
Not a regional quirk. Not a gray area. The only one.
A true unicorn amongst its peers
So why pick the one that makes you stick out like a sore thumb?
I believe you have to stop asking which status described them and start asking which one they could actually get. And why they even needed to get an IRS designation to begin with.
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) would mean 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 active members. 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.
But it wasn’t chosen only because of fit. It was also chosen because it was the only federal existence they could grant themselves, on a deadline, without asking anyone’s permission. Sticking out like a sore thumb was the price they were willing to pay because nobody reads an IDB’s 990.
Until they do.
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 Plot Thickens
The choice to file with the IRS at all appears to have in fact been forced.
The Gallatin IDB was first chartered in 1994. It was then administratively dissolved in 2012 only to then get reinstated in early 2013 (more on the significance of that year later) 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 operated under its own set of rules and in its very own way. Well, since 2013 (the year we’re saving for later) that is.
Bradford has been on the Gallatin IDB’s books since 2016. Every year it files, it reports its payments to the state comptroller’s office as payments marked RENT. Both the PILOT to County and the PILOT to City payment columns report zero.
Rent isn’t a payment in lieu of tax. It doesn’t get looked at the way a PILOT gets looked at.
Beretta is even more strange. The state announced it in January 2014 along with the PR campaign tagline citing “$45 million dollars invested by Beretta and 300 jobs created.” Beretta’s PILOT payment reports show up as “NO INFO” in 2015 and 2016. By 2017 Beretta stops displaying at all.
Not a reduced payment. Not a disputed one. It never reported paying anything, and then it stopped reporting altogether.
Which is its own story for another day, because the state had put eight million dollars ($8,000,000) to land that project through a general obligation slush fund. Eight million dollars of “slush money” flowing through this same board.
Then Meta shows up. Along with Meta’s lawyers.
Once would likely be safe in assuming attorneys of a trillion dollar corporation would presumably have expectations about doing business with a counterpart who exists on paper to the federal government.
They are about to quitclaim their newest land acquisition where they plan on spending upwards of a billion dollars building on for the grand sum of $0 after all. Seems reasonable they’d like to have a known entity to point the IRS towards should it ever like to know about who these million plus dollar payments are going to as well.
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 with Facebook. 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.
They couldn’t file honestly though because an honest filing would mean explaining twenty-six years of unreported activity.
Which is why the first 990, signed on November 14, 2021 by Preston Stark (more on him later) is marked as an “initial return”.
This is the box an organization 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 who knows where already in the bank.
Moreover, the filing itself is a mess.
Part III lists verbatum (emphasis mine):
Fees in lieu of taxes paid to:
Sumner County Tennessee $17,474.00*
Beretta $39,919.00
Bradford $13,155.00”
This is NOT possible.
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).
The sum of Part III (payments received) adds to $70,548.
The sum of Schedule O (payments made) adds to $69,549.
The two sections disagree by exactly $999 (felony territory anyone?).
They disagree on recipients entirely.
AND they 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 later signed 2021, 2022, 2023 and 2024 as board director.
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.
But wait, 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:
In her paper, 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 own words, Facebook’s agreement was “different from previous contracts and left more ambiguity concerning the exact distribution of funds.”
Which she expands further while saying:
“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 also states plainly the IDB is sitting on over a million dollars (at the time of her report) 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 also 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 (paraphrasing mine):
“We (the GEDA) rewrote the agreement so that elected representatives couldn’t direct these funds.”
Or, put another way:
Trust us, we’re the government and we’re here to help.
She even admits, in one sentence, what the ambiguity was for.
That 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 IDB decides. All is well according to plan.
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, and this is where that technically from earlier comes back into the story.
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 a 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.
I for one have little doubt she aced it.
The Operator
The man behind all of this is James Fenton. He is who served roughly twelve years as Executive Director of the Gallatin Economic Development Agency.
Before Gallatin he also served six years doing economic development in Cheatham County.
Weird how Sumner and Cheatham counties are sharing another thing in common in our story isn’t it?
Fenton is also who signed the NDA for Project Skillet, which he dates to 2016 while GEDA’s own later account dates to 2017.
In July 2018, just 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 lists this change as:
Principal Address 3 change from: “CITY ATTORNEY” to “GALLATIN ECONOMIC DEVELOPMENT AGENCY.”
In other words, while he was negotiating the deal, the address where the board receives its official (and legal) 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 (2013 ringing a bell now?), the state administratively dissolved the Gallatin IDB, which is what happens when a board stops filing and stops meeting.
In February 2013 (ringing louder now) 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.
Legal oversight and custody in at the start. Out at the moment it mattered most.
Much like Leon did in her Capstone report, Fenton did a victory lap as well when he sat down for a podcast interview with a local Republican group where he narrated the whole saga like a war story.
Describing the assemblage of 800 acres from private owners, maneuvering around and eventually replacing a University of Tennessee president who tried to say no (a resident that was later 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.
He never says Woolhawk.
He never says PILOT.
He never says abatement.
He 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 crafted to obscure what actually happened.
The Shadow and the Stage
You might be beginning to wonder where public accountability enters this picture. After all, Tennessee law requires IDBs to hold public meetings, post agendas, and keep minutes.
So, head on over to gallatintn.gov and click through to Boards and Commissions.
There, you’ll find fifteen of them. Including Boards Like:
- 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.
Nine 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 through 2024 and you watch a story unfold in numbers.
2020: The fabricated origin
- $100K in revenue, contradictory figures, tenants listed as beneficiaries. Payments to Sumner County, by name.
2021: The first real filing
- $145,425 in revenue. Largest expense is $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 so outright, on the form itself that it does not read the form before it goes to the IRS. That “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
- Mission rewritten. Sumner County becomes “the county (Gallatin).” Checked “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.
2024: Revenue hits $2,242,221
- And 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. Everyone claps.
The 2023 IDB filing shows $901,080 to Sumner County Schools.
The 2024 filing shows $640,457.
That’s $1.54 million. Pretty close to the $1.4 million promise made upon this deal’s announcement to call it fulfilled.
Technically
But, IF that’s what those payments were, then those aren’t donations.
That’s PILOT money flowing through the structure.
That’s 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.
So what now?
The next parts in this series 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 purposefully designed to fail…