Polsinelli has a strong, national reputation for excellence and innovation in all aspects of nonprofit health care finance. Our experience includes serving as bond, tax, underwriter, bank and borrower counsel in transactions with a full spectrum of health care providers, including some of the nation’s largest multi-state and regional health systems. In aggregate, our attorneys have participated in more than 500 transactions aggregating in excess of $40 billion in par amount, and have completed transactions in nearly every state, as well as Puerto Rico and the U.S. Virgin Islands.

Representative borrowers include:
  • Multi-state health care systems
  • Regional health care systems
  • Faith-based health care systems
  • Children's hospitals and health systems
  • Acute care hospitals
  • Critical access hospitals
  • Skilled nursing facilities
  • Nursing homes
  • Continuing care retirement communities
  • Medical clinics and foundations
  • Academic medical centers
  • Community health care providers

We provide comprehensive counsel to our clients in their finance transactions, addressing nonprofit, securities and tax law issues that may arise during the transaction, and we assist our clients with the structuring and documentation of their transactions. We regularly advise clients on alternatives to public offerings, such as institutional lending, private placements and new market tax credits. We also work closely with our clients to address issues that arise in affiliation and acquisition transactions relating to outstanding debt and derivative transactions.

Our representations typically extend beyond the closing of a financing transaction, providing clients with advice regarding ongoing compliance obligations under federal and state laws relating to the ownership, use and operation of facilities financed with tax-exempt bonds. In connection with these services, we assist clients with their review of any “private use” of their bond-financed facilities and, where necessary, advise clients on appropriate remedial actions. In addition, our attorneys represent issuers and borrowers in connection with interactions with the IRS, including ruling requests, audits and requests for voluntary closing agreements. We also regularly provide advice to health care clients on implementing programs for disclosure and tax compliance – of particular importance in a time of heightened scrutiny of nonprofit health care financing transactions by the IRS and the SEC.

In addition to our health system representations, we routinely represent national and regional investment banking firms, credit and liquidity providers and municipal bond issuers. As a result, our team has established an extensive network of relationships with most of the major participants in the nonprofit health care finance industry. These relationships enable us to provide exceptional service to our clients in structuring and implementing complex financing transactions through a wide variety of vehicles, including:
  • Taxable and tax-exempt bonds
  • Bank direct-purchases
  • Commercial paper programs
  • Self-liquidity transactions
  • Private placements
  • Lines of credit
  • Swaps and other derivative products
  • Receivables financings
  • Sale/Leaseback financings
  • Cash flow borrowings

We provide sophisticated assistance to our clients by integrating other Polsinelli attorneys with expertise in numerous related specialties, including our nationally recognized health care law practice, as well as the following:
  • Health Care Regulatory and Transactions
  • Nonprofit Organizations
  • Senior Living
  • Securities
  • Labor & Employment
  • Public Policy
  • Real Estate
  • New Markets Tax Credits
  • Public Finance
  • Mergers & Acquisitions
  • Bond and Corporate Counsel Transactions, including 2010, 2011 and 2012 Bonds - Approximately $2.6 billion of taxable and/or tax exempt bonds issued for the benefit of a major health system
  • Corporate Counsel Transactions, including [2010, 2011, 2012 and 2013 Bonds - Approximately $375 million of tax exempt bonds issued for the benefit of Aurora Health Care
  • Corporate Counsel Transactions, including 2011, 2012 and 2013 Bonds - Approximately $450 million of tax exempt bonds issued for the benefit of Advocate Health Care
  • Underwriter's Counsel, 2010, 2011 and 2012 Bonds - The University of Chicago Medical Center
  • Underwriter's Counsel, 2012 Bonds – Approximately $250 million of tax exempt bonds issued for the benefit of a major health system
  • Corporate Counsel, 2011 Bonds - Approximately $100 million of tax exempt bonds issued for the benefit of Children's Hospital of Orange County
  • Corporate Counsel Transactions, including 2011 and 2013 Bonds - Approximately $1 billion of tax exempt bonds issued for the benefit of St. Joseph Health System
eAlerts Alerts

In recent years, the Securities Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB) have taken numerous actions to address the perceived lack of transparency in the municipal markets, such as:

  • creating a centralized information repository known as EMMA (Electronic Municipal Market Access System), and
  • amending the SEC’s Rule 15c2-12 to, among other items: (i) expand the required disclosure of certain “listed events” and (ii) eliminate the prior exemption of variable rate demand obligations (VRDOs) from the reporting requirements of Rule 15c2-12).
May 2011
eAlerts Alerts
In August 2010, the Financial Accounting Standards Board (FASB) released its Proposed Accounting Standards Update on Leases which, if enacted, would have essentially eliminated the concept of an operating lease and required recognition of all leases on the balance sheet. For many of our clients, this change would have impacted balance sheets, debt covenants and future real estate transactions. FASB and IASB, after further deliberation and discussion, intend to issue a final standard for leases later in 2011. Health care providers should consult with their legal advisors and their accountants before the effective date of the final rules in order to understand the consequences of such changes.
April 26, 2011