Practice Contact

Dan Flanigan
Practice Area Chair
T. 816.360.4260

Related Practice Areas

Capital Markets, Commercial Lending

Health Care Finance

Public Finance

A Leader in Public Finance
Polsinelli Shughart is a leader in public finance with a reputation built on innovative work in a wide range of projects and programs financed with public securities, whether tax-exempt or taxable, for municipal or private borrowers. Polsinelli’s public finance team regularly serves in all the principal public finance capacities, including as bond counsel, disclosure counsel, borrower’s counsel, underwriters’ counsel and trustee’s counsel in connection with the issuance of billions of dollars of bonds and other obligations and hundreds of financings for various states, cities, local agencies, borrowers, investment banks and trustees. We have industry knowledge and strong working relationships with major public finance market participants and extensive experience with a wide variety of sophisticated transactions.

Thomson Municipal has ranked the work done by members of Polsinelli’s public finance team as high, as the sixth highest volume for Bond Counsel in the nation, the second highest volume for Bond Counsel in the Western Region, the ninth highest volume for Disclosure Counsel for US Municipal New Issues and the ninth highest volume for Disclosure Counsel for American Recovery and Reinvestment Act (BABs) issues.

Infrastructure Finance

Our public finance team has a wide range of experience in financing facilities for public airports, ports, high-speed rail, water systems, power systems, correctional facilities, economic and industrial development, pollution control facilities, health care facilities, schools and general public improvements.

Polsinelli is one of the most active law firms advising airports, ports, high-speed rail, water systems, power systems, schools, hospitals and other public infrastructure clients. Through our representation of these entities, Polsinelli has developed a working knowledge of infrastructure financing and operations, concession agreement structures, leases and permits, the relevant marketplaces, Federal Aviation Administration regulation, Federal Maritime Administration regulation, Federal Energy Regulatory Commission regulation, Federal grants, environmental issues, real estate issues, labor issues and regulatory issues and revenue sources unique to each of these industries.

We have served as bond counsel, underwriters' counsel, disclosure counsel and in other roles on a wide variety of infrastructure-related financings, including:

Lease revenue bonds
Certificates of participation
Tax-exempt and taxable commercial paper
Variable rate financings of all types
Self-liquidity financings
Special facility bonds
PFC-supported revenue bonds

Our team has participated in financings as bond counsel, underwriters’ counsel and/or disclosure counsel for:

Alameda Corridor Transportation Authority
California Pollution Control Financing Authority
California State Public Works Board
City and County of San Francisco
City of Los Angeles Municipal Improvement Corporation of Los Angeles
Community Redevelopment Agency of the City of Los Angeles
County of Ventura
Development Authority of the City of Los Angeles
Harbor Department of the City of Los Angeles
Las Virgenes Municipal Water District
Los Angeles Community Development Commission
Los Angeles Unified School District
Metropolitan Water District of Southern California
Pasadena Water and Power
Public Utilities Commission of the City and County of San Francisco
San Diego Gas and Electric Company
San Diego County Regional Airport Authority
Santa Clara Valley Transportation Authority
Sempra Energy
Southern California Edison

Representative Clients and Markets

Our public finance clients have included:

Advocate Health Care
Alameda Corridor Transportation Authority
Bank of New York Mellon
Barclays Capital
California Educational Facilities Authority
California Infrastructure and Economic Development Bank
California Pollution Control Financing Authority
California State Public Works Board
Catholic Heath Initiatives
Children’s Hospital of Orange County
Citi
City and County of San Francisco
City of Gardena
City of Los Angeles
City of Los Angeles Municipal Improvement Corporation of Los Angeles
City of Pasadena
City of San Diego
Colorado Health Facilities Authority
Comerica Bank
County of Montgomery, Ohio
De La Rosa & Co., Inc.
Deutsche Bank
Goldman Sachs
Harbor Department, Los Angeles
Kentucky Economic Authority
Las Virgenes Municipal Water District
Los Angeles Department of Water and Power
Los Angeles World Airports
Merrill Lynch
Metropolitan Water District of Southern California
Piper Jaffray & Co.
Sacramento Regional County Sanitation District
Samuel A. Ramirez & Co.
San Diego County Regional Airport Authority
San Diego Gas and Electric Company
San Francisco International Airport
San Francisco Public Utilities Commission
Siebert Brandford Shank
St. Joseph’s Heath Systems
State of California
State of California Department of Veterans Affairs
UBS Financial Services

Public finance market participants look to Polsinelli’s public finance team as counsel for:

Airport System Revenue Bonds
Bonds issued on behalf of non-profit 501(c)(3) entities
Certificates of Participation
Commercial Paper Notes- Direct Purchase Financings
Economic Recovery Bonds
Empowerment Zone Facility Revenue Bonds
General Obligation Bonds
Harbor Revenue Bonds
Health Care Transactions
High-Speed Rail Financings
Industrial Development Bonds
Lease Revenue Bonds
Liquidity Substitution
Mortgage Revenue Bonds
Multifamily Housing Revenue Bonds
New Credit Development Transactions
Parking System Revenue Bonds
Power System Revenue Bonds
Qualified Zone Academy Bond
Refunding Bonds
Restructuring Transactions
Revenue Anticipation Warrants
Revenue Bonds
School District Financings
Self-liquidity transactions
Solid Waste Disposal Revenue Bonds
Tax Allocation Revenue Bonds
Tax and Revenue Anticipation Notes
Transportation Related Sales Tax Revenue Financings
Water System Bonds
Workout Transactions

Disclosure and Securities Counsel
Polsinelli’s public finance team is recognized as leading Disclosure Counsel and securities counsel authorities. We provide essential disclosure and due diligence counsel, assisting public finance issuers, conduit borrowers and underwriters meet their securities obligations in connection with initial and continuing disclosure. In addition to being a leader among Disclosure Counsel and securities counsel, Polsinelli’s public finance team has been selected to serve as Disclosure Counsel and securities counsel in connection with a number of sophisticated and complicated new credit transactions. Polsinelli’s public finance team takes an active approach in identifying and addressing potential disclosure issues.

Our public finance team:
• Offers education regarding securities compliance for public officials and transaction participants;
• Provides assistance to clients to develop policies and procedures for displaying financial and operating information in investor relations sections of issuer websites; and
• Closely liaises with issuer staff to obtain and develop required disclosure and continuing disclosure reports and evaluate periodic findings.

Post-Issuance Compliance
Polsinelli’s public finance team is an industry leader in helping clients and other public finance market participants with post-issuance compliance and enforcement issues, including arbitrage rebate, continuing disclosure, investment placement and management, financial and operating covenant compliance, program administration, IRS audits, SEC investigations, defaults, bankruptcies, restructuring and workouts.

We also advise issuers and counterparties regarding investment agreements, repurchase agreements or similar investment vehicles delivered where bond proceeds are being invested by the trustee. Additionally, we represent trustees in default and workout situations. Polsinelli’s public finance team is also active with respect to derivatives, interest rate swaps and related instruments for tax-exempt securities in the primary and secondary markets.

Bank/Trustee Counsel
In addition to providing due diligence counsel to underwriters, we represent national banks regarding corporate trust matters for taxable and tax-exempt municipal securities issues, negotiating financing documents regarding the trustees' duties and obligations and indemnifications.

Additionally, our public finance team serves as counsel to letter of credit banks and liquidity providers, and counsels broker-dealers and municipal advisors with respect to compliance with rules of the Municipal Securities Rulemaking Board.

Municipal Distress Practice
Polsinelli’s municipal recovery practice assists issuers, banks and other public finance participants with addressing challenges in the public finance markets. Where advisable, we seek to assist distressed issuer clients to obtain access to capital markets at the best available rates. We can work with issuers, borrowers and banks to restructure debt and derivative portfolios, monetize assets, address expenses, rebuild revenues, and enhance economic performance. In these respects our public finance team works with Polsinelli’s skilled labor and employment, bankruptcy, real estate, and tax and government relations professionals to provide comprehensive counsel.

Polsinelli – Health Care Finance
Polsinelli’s health care finance attorneys, with national reputations in tax-exempt finance, have served as bond, underwriter, bank and borrower counsel in over 500 transactions aggregating in excess of $40 billion. Over the past two decades, our health care finance attorneys have completed transactions in nearly every state as well as Puerto Rico. Our team provides comprehensive counsel on the unique aspects of tax-exempt finance transactions, including master indenture and other security structures, canon and nonprofit law implications, securities law and rating agency requirements and tax limitations on transaction structures. In addition to tax-exempt financings, our team also regularly advises clients on other ways that they can access capital, including institutional lending, private placements and new market tax credits, among others. Visit Health Care Finance for more information.

Teamwork
Polsinelli’s public finance team often works closely with other Polsinelli attorneys who are experienced in practice areas including affordable housing, corporate law, securities, bankruptcy, antitrust, real estate, federal and state law, regulatory, environmental, nonprofit and syndication matters.

Notable Experience

Public Finance Notable Experience

State of California, Department of Veterans Affairs – 2010 General Obligation Refunding Bonds – For over a decade, Polsinelli’s California public finance attorneys have served as Disclosure Counsel to the State of California and to CalVets, in connection with Veterans General Obligation Bonds and Veterans Home Purchase Revenue Bonds. These bonds finance CalVets’ veterans home loan program. During its representation of CalVets, among other things, Polsinelli’s California public finance attorneys have assisted CalVets develop its credit. We advised and assisted the State of California and CalVets with addressing disclosure issues involving significant changes in the public finance market, financial downgrade of primary mortgage insurers, changes in CalVets’ business model, federal and state audits, and financial pressures. In 2010, Polsinelli’s California public finance attorneys were part of the financing team that created and successfully marketed a new double-barreled series of Veterans General Obligation Bonds. For years, the rating agencies refused to recognize Veterans General Obligation Bonds as double-barreled bonds due to the flow of funds mandated by statute, which required deposits to be made from CalVets’ operating fund to the State of California General Fund for the payment of the Veterans General Obligation Bonds, due to the rating agencies’ concerns that the State of California could tap into those funds prior to paying debt service. Not long before the end of the State of California’s fiscal year in 2010, CalVets was successful in championing legislation to amend the flow of funds to, among other things, alleviate the concerns of the rating agencies. However, due to the looming fiscal year-end and requisite State Treasurer’s Office black out period for bond sales, a financing needed to move forward at an accelerated pace. To complicate matters, State of California law required the sale to be competitive, and the financing schedule required the issuance of the preliminary official statement prior to the passage of the legislation. Accordingly, the marketability of the new credit Veterans General Obligation Bonds hinged heavily on the clarity of the offering document. Polsinelli’s California public finance attorneys, as Disclosure Counsel, were responsible for the preparation of a complex offering document that described the Veterans General Obligation Bonds, both if the legislation passed or failed. Due in part to the work that Polsinelli’s California public finance attorneys undertook, the Veterans General Obligation Bonds received a ratings increase and sold at remarkably low rates. This deal received Deal of the Year consideration.
Alameda Corridor Transportation Authority – Revenue Bonds – Polsinelli’s public finance attorneys represented Port of Los Angeles (POLA) and the Alameda Corridor Transportation Authority (ACTA) in connection with initial and continuing financing of the Alameda Corridor High Speed Rail Project, a $2.4 billion public works project which was completed on time and on budget and which eased the flow of freight rail traffic from the Ports of Los Angeles and Long Beach into downtown Los Angeles. Polsinelli’s public finance attorneys have served ACTA in the development of new credit and the financing and refinancing of certain obligations of ACTA with federal loan program moneys and serve as Disclosure Counsel with respect to ACTA’s approximately $1.8 billion taxable and tax-exempt senior and subordinate lien revenue bonds. ACTA’s initial financing, too, received Deal of the Year consideration.
Catholic Health Initiatives – Polsinelli’s public finance attorneys serve as Bond Counsel and Borrower’s Counsel for Catholic Health Initiatives (CHI). CHI is a conduit borrower and utilizes the services of the Colorado Health Facilities Authority (Colorado Issuer), the Washington Health Care Facilities Authority (Washington Issuer), the Kentucky Economic Development Finance Authority (Kentucky Issuer) and other governmental issues for the issuance of revenue bonds on its behalf. Catholic Health Initiatives is currently in the market and expects to issue approximately $314 million of fixed rate revenue bonds through the Colorado Issuer, approximately $106 million of fixed rate revenue bonds through the Washington Issuer, approximately $158 million of variable rate revenue bonds through the Kentucky Issuer and approximately $150 million of variable rate revenue bonds through the Colorado Issuer in a direct purchase transaction. As counsel to CHI, Polsinelli’s public finance attorneys assist in every stage of the finance transaction, from developing the plan of finance and structuring matters, obtaining government approvals, advising on tax and securities matters, preparing disclosure materials, reviewing due diligence materials and advising on continuing disclosure obligations.
Advocate Health Care – Polsinelli’s public finance attorneys serve as Borrower’s Counsel for Advocate Health Care (Advocate), in connection with the issuance of revenue bonds by the Illinois Finance Authority (IFA), the proceeds of which are loaned to Advocate. In 2011, the IFA issued $43,730,000 of fixed rate revenue bonds and $70,000,000 of variable rate revenue bonds in publicly offered transactions on behalf of Advocate and also issued $100 million of variable rate revenue bonds on behalf of Advocate in a direct purchase transaction. As counsel to Advocate, Polsinelli’s public finance attorneys assist in every stage of the finance transaction from developing the plan of finance and structuring matters, obtaining government approvals, advising on securities matters, preparing disclosure materials, reviewing due diligence materials and advising on continuing disclosure obligations.
City of Gardena – Restructuring, Lease Financing – Polsinelli’s public finance attorneys, as Bond Counsel and Disclosure Counsel, assisted the City of Gardena in restructuring its lease financing obligations. The size of this transaction was small compared to many of the matters Polsinelli’s public finance attorneys handle; however, the financing was very important to this client. The city had been suffering from significant financial challenges and was contemplating bankruptcy. The city’s troubles were in large part due to significant debt service, which Polsinelli’s public finance attorneys assisted the city in renegotiating and refinancing. The transaction featured working out amounts owing to the credit facility providers, which owned the refunded obligation; restructuring the leased assets underlying the financing; significant wrestling with credit and bond insurance issues and disclosure issues in connection with the potential for insolvency; settling with the banks; and analyzing credit and disclosure issues due to the city’s reliance on revenues concentrated from a few major sources.
City of Los Angeles Board of Harbor Commissioners – Polsinelli’s public finance attorneys have served as part of Port of Los Angeles’ financing team for over a decade in connection with a number of complex and important financings. Polsinelli’s public finance team assisted POLA with the establishment of its Commercial Paper program and with replacements of its credit providers. Most recently, we assisted POLA as Disclosure Counsel for its $200 million Commercial Paper program, including addressing issues related to POLA’s new credit facility. The new credit facility was a portion of POLA’s overall financing plan for which Polsinelli’s public finance team served as Disclosure Counsel. In this respect, we assisted POLA with its highly publicized and successful formal tender solicitation transaction in 2009. Due to a change in the tax treatment applicable to outstanding bonds and to maximize the related debt service savings, POLA undertook a formal tender solicitation whereby it offered to purchase certain of its bonds for cash at prices determined pursuant to a formal tender solicitation process. The owners of the tender bond candidates had the opportunity to submit offers to purchase all or a portion of their tender bond candidates to POLA. Upon the issuance of the new refunding bonds, POLA applied the net proceeds of the sale of the new, lower interest rate bonds to purchase the tendered bonds. Among other duties, Polsinelli’s public finance attorneys worked closely with POLA to ensure compliance with securities laws in connection with the tender solicitation. As a member of the finance team, we participated in developing the structure and approach to the tender, identifying tender bond candidates, crafting disclosure language of first impression and providing analysis and comments on all relevant bond and tender documents. This transaction received Bond Buyer Deal of the Year consideration.
Los Angeles World Airports – Polsinelli’s public finance team has served LAWA in varying capacities with increasing levels of responsibility since 1998. LAWA includes Los Angeles International Airport, Ontario International Airport and Van Nuys Airport. We served as Disclosure Counsel and Co-Bond Counsel to LAWA for more than $2.6 billion of securities issued to finance capital projects including construction of various elements of the Bradley West Terminal Projects. We also were requested by LAWA to draft financial statement disclosures related to the events of September 11, 2001, and have continued to serve as Disclosure Counsel to LAWA, including with respect to LAWA’s continuing disclosure obligations. In connection with LAWA’s continuing disclosure obligations, we have regularly assisted LAWA with the preparation of its annual continuing disclosure report, evaluation of ratings changes and other events and preparation of notices to be filed with the Nationally Recognized Municipal Securities Information Repository and the Municipal Securities Rulemaking Board. Through its representation of LAWA and other airports, Polsinelli’s public finance team has developed a working knowledge of airport financing and operations, the aviation marketplace, Federal Aviation Administration regulations, federal law concerning airport rates and charges, federal grants and other restricted funds, other airport revenue sources, aviation security issues, passenger facility charges and other airport-specific expertise.

News

October 18, 2011

Polsinelli Shughart L.A. Managing Partner Receives Top Legal Honor