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Public Finance
The Public Finance Practice at Ropes & Gray has been serving clients since 1890. Our clients represent key sectors of the public finance marketplace, including issuers of general obligations and revenue bonds, conduit borrowers (such as health care, educational, and research institutions), underwriters, and tax-exempt mutual funds. Our practice is best established in the areas of revenue bonds and notes for revenue bond authorities, state revolving funds and bond banks, financing of health care, educational, research, cultural and other not-for-profit institutions, industrial development bonds, and tax advice in complex situations. We also have significant experience in general obligation bonds of state and local governments, multifamily housing bonds, financing of Indian tribal governments, and tax-exempt project finance.
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, non-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, conduit borrowers, and investors with respect to federal tax audits; 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.
Our Public Finance Practice lawyers are listed in the latest edition of the Bond Buyer’s Municipal Marketplace Directory (the "Red Book"), and we are active participants in the National Association of Bond Lawyers and the American College of Bond Counsel. In calendar year 2001, we served as bond counsel in approximately 210 issues with an aggregate principal amount of approximately $4.1 billion.
How We Help Our Clients
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 and disclosure 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.
Borrowers
We represent hospitals, colleges, independent schools, research institutions, museums and other non-profit institutions and private businesses on matters relating to tax-exempt conduit issues, including:
- The interpretation of indenture covenants;
- Reimbursement of amounts internally advanced or borrowed;
- Pledges and gifts for facilities to be financed by tax-exempt debt;
- Initial disclosure and continuing disclosure;
- Unrelated trade or business use;
- Sponsored research and other non-qualified use of projects; and
- Rebate requirements.
Based on our national health care practice and other engagements, we have extensive experience in helping borrowers comply with the change-in-use rules governing the sale or other changes of use of tax-exempt financed property. We also serve as bond counsel in many tax-exempt conduit financings of non-governmental borrowers.
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 unrated, high yield investments and debt issues of Indian tribal governments and with respect to credit and tax problems arising after investments were made.
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 provide similar services to leading revenue bond authorities in Massachusetts.
- We have successfully represented several 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.
- We have been active since 1985 in financings of Indian tribal governments, acting as bond counsel for tribes but principally representing investment banks and institutional lenders.
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 in Massachusetts and Rhode Island;
- Universities, research institutions, and secondary schools;
- Hospitals and other health care 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:
©2009 Ropes & Gray LLP. All rights reserved.
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