|
Public Finance
The Public Finance Practice at Ropes & Gray has been serving clients since 1890. The focus of our practice is on financings for 501(c)(3) organizations such as health care, educational, research, cultural and other not-for-profit institutions. Our clients represent key sectors of the public finance marketplace, including conduit borrowers (such as health care, educational, and research institutions), underwriters, issuers and tax-exempt mutual funds. Our attorneys combine a thorough understanding of today’s public finance markets with the interest and ability to adapt to, and develop, innovations that better serve our clients’ needs. We regularly represent clients in all types of financing techniques employed in the public finance markets, including credit enhancement, synthetic debt, hedge contracts, investment contracts, and commercial paper programs. We have extensive experience in advance and current refundings and bond defeasances. We draw on our colleagues for supporting expertise in related areas, such as health care regulation, not-for-profit institutions, capital markets transactions, securities regulation, taxable debt financing, and creditors’ rights. Within the broad scope of our practice we continually develop and maintain expertise in areas of special current interest. Current active examples include the representation of bond issuers and conduit borrowers with respect to Internal Revenue Service audits, closing agreements and private letter ruling requests; the interpretation of complex trust indentures and similar instruments, particularly in the context of changes in the structure of obligated parties or financial distress; work-outs involving tax-exempt debt; and the financing of Indian tribal governments. We have extensive experience helping higher education, health care and other 501(c)(3) borrowers maintain the tax-exempt status of their bonds after issuance. We developed a comprehensive guide to post-issuance compliance for 501(c)(3) borrowers, entitled “Post Issuance Bond Compliance: A Guide to Practical Strategies and Procedures for 501(c)(3) Borrowers” (2nd Ed.), consisting of a plain-English description of current law and recommended procedures, as well as forms, spreadsheets and other “tools” that can be used in a bond compliance program. Our post-issuance compliance clients include five Ivy League and other “top ten” nationally ranked universities, as well as numerous hospitals, health care systems and research institutions. Our Public Finance Practice lawyers have been recognized as leading experts by publications including The Best Lawyers in America, Chambers USA, Nightingale’s Healthcare News and Lawdragon 3000. We are frequently invited to speak before national or regional groups on current issues relating to not-for-profit finance and bond compliance. How We Help Our Clients Borrowers We represent hospitals, health care systems, universities, colleges, research institutions, museums and other not-for-profit institutions on financing matters, including: - The negotiation and interpretation of indenture covenants;
- Establishing and working with obligated group and master trust indenture structures;
- Initial disclosure and continuing disclosure;
- Direct taxable issuances;
- Circumstances involving financial distress or workouts;
- Reimbursement of amounts internally advanced or borrowed;
- Compliance with IRS safe harbor guidance for sponsored research contracts and service contracts, and unrelated trade or business use;
- Private business use calculations;
- Completing Schedule K to IRS Form 990;
- Bond compliance procedures; and
- Rebate and other arbitrage requirements.
Issuers Governmental entities, including states, municipalities, revenue bond authorities, special districts, and conduit issuers, as well as borrowers in conduit issues, turn to Ropes & Gray for bond counsel, disclosure counsel and special tax counsel services. We have helped issuers with respect to such diverse matters as: - The power to authorize and sell tax-exempt securities;
- Disclosure obligations;
- Federal tax compliance; and
- The negotiation and documentation of trust indentures, derivatives contracts, investment contracts, and other financial arrangements.
We have represented issuers and borrowers before the Internal Revenue Service with respect to private letter rulings related to tax-exempt financed facilities, audits of tax-exempt debt, and closing agreements. Investment Bankers We represent investment banks as underwriters and placement agents with respect to tax-exempt debt. We have advised major investment banking firms in investigations by the SEC involving municipal finance practices. Investors We represent mutual funds and other purchasers of tax-exempt bonds, particularly with respect to their purchase of nontraditional instruments and with respect to post-issuance credit and tax problems. Current Areas of Special Interest We are continually developing new areas of expertise, including the following recent activities: - As part of the firm’s national practice of representing prominent hospitals and health care providers and educational, research, and other cultural institutions, we advise on complex financing structures and debt management issues, including restructuring of multi-obligor systems and their associated debt for the health-care industry.
- We have successfully represented issuers, borrowers, and groups of investors in connection with Internal Revenue Service audits of tax-exempt bonds.
- We have assisted issuers and borrowers in connection with IRS private letter ruling requests related to tax-exempt financed facilities.
- We participate in the structuring of bond transactions involving the latest industry developments in synthetic bond issues, interest rate hedges, public-private partnerships, and complex investment vehicles for bond proceeds.
- We represent municipal bond mutual funds in connection with workouts of defaulted tax-exempt debt.
Our Clients Our public finance clients are located in New England, New York, and California and throughout the United States and include: - Major revenue bond authorities;
- Universities, research institutions, and secondary schools;
- Hospitals and other health care institutions;
- Research institutions;
- Museums and other cultural organizations;
- New York-based and regional underwriters; and
- Tax-exempt municipal bond funds.
Contact For further information on this area of practice, please contact:
©1996-2012 Ropes & Gray LLP. All rights reserved.
|