Connecticut Contact  860-246-1600

New York Contact  212-308-2444

Massachusetts Contact  508-257-4020

 

Members of the Firm have served as bond counsel, counsel to underwriters and private placement agents, special tax counsel, counsel to bond insurers, banks and other entities providing credit and liquidity support for public finance transactions, and counsel to corporate and not-for-profit obligors in conduit financings throughout the country.

 

Attorneys in the Firm have experience with all of the varied securities and structures that have become prevalent in the public finance marketplace, including traditional general obligation bonds, special tax bonds, revenue bonds, including private activity bonds, and special obligation bonds; bond, grant, revenue and tax anticipation notes; subordinate lien financings; variable rate debt, floaters, inverse floaters and tender option bonds; zero coupon and capital appreciation bonds; synthetic refunding bonds, warrants and other forward products; commercial paper and pooled loan programs; certificates of participation; and interest rate swaps and derivative products.

Our substantive experience is equally broad in financings for educational and health care facilities; pension liabilities; housing; continuing care, assisted and assistive living facilities; stadiums, arenas, and convention centers; airports, highways, bridges, tunnels, and facilities and equipment for mass transportation; water and wastewater projects; and a variety of industrial, economic development and civic improvement projects. An important aspect of our project and public finance practice is the depth of our tax law experience and capabilities. Our tax lawyers closely monitor and report on legislative and regulatory tax developments for our municipal bond and developer clients and maintain contact with the Treasury Department and the Internal Revenue Service regarding tax law developments affecting tax-exempt financings. We regularly serve as special tax counsel for issuers, underwriters and other law firms. The Firm's tax attorneys have prepared requests for and obtained, tax rulings from the Internal Revenue Service on behalf of clients. They have also submitted comments on proposed regulations to the Internal Revenue Service on behalf of clients and organizations of which they are members. Members of the group have spoken and published widely. In this regard, Lisa Soeder served as one of the three original draftspersons and the editor-in-chief of The Federal Taxation of Municipal Bonds, a twelve-volume loose-leaf reference service used as a library resource by virtually all attorneys working in public finance. She was also a contributing author of the ABC's of Housing.

 

The experience and expertise of the Firm in dealing with arbitrage and rebate issues is substantial. Further, the Firm has substantial involvement in acting as Bond Counsel or Special Tax Counsel for issuers of advance refunding bonds as to which transferred proceeds, yield restriction and rebate can be complicated.

 

In this era of increased federal scrutiny, the Firm takes a proactive approach to providing input on federal tax and securities rules and regulations affecting tax-exempt bonds throughout the course of their development. The Firm monitors these regulatory developments.

 

The attorneys at Soeder & Associates are capable of responding to and assisting their clients in developing and implementing the most demanding and innovative financings in the field. The Firm has extensive experience and qualifications in all legal aspects of the issuance of governmental debt securities and is listed in the Red Book as a nationally recognized bond counsel firm.

 

 

A. GENERAL OBLIGATIONS AND SPECIAL TAX OBLIGATION FINANCINGS

Members of the Firm have extensive experience in the issuance of general obligation debt and revenue bond (or special obligation) debt for state and local government and the tax issues that may arise in connection with these financings. The tax issues generally revolve around whether the project or projects to be financed satisfy a private business use or private business payment test, with added complexities in revenue bond issues relating to reserves, federal guarantees and private usage. Lisa Soeder has performed the tax analyses on a multitude of single and multi-purpose general obligation and revenue bond financings.

B. CLEAN WATER FUND / DRINKING WATER FUND BONDS

Members of the Firm have taken leading roles in assisting states in implementing clean water revolving fund programs. Members of the Firm have worked with the states of Connecticut, New York, Maine and Oklahoma in developing a statutory and program framework to qualify for receipt of Federal funds under Title VI of the Water Pollution Control Act and to implement programs at the state and local level. Such programs include leveraging programs and combined state revolving fund and state grant programs that enhance a state or issuer's ability to finance and construct qualifying projects on an accelerated basis. We have additionally advised states, investment bankers and financial advisors on various financing alternatives for providing the requisite state matching funds and have, on a continuing basis, assisted and advised such states and professionals on requirements for complying with the Tax Reform Act of 1986. Members of the Firm have acted in a variety of counsel roles (bond, legislative, drafting, tax and underwriter) for state revolving loan fund programs in the above-referenced states. Members of the Firm continue to assist the Council of Infrastructure Authorities and various issuers draft proposed legislation benefiting clean and drinking water programs.

C. GOVERNMENT AND EXEMPT FACILITY AIRPORT BOND FINANCINGS

Members of the Firm have extensive experience in all aspects of airport financing, including airport system and airport revenue bonds, project and special facility financings, airport bond refundings, variable and fixed rate airport securities, and double-barrel passenger facility charges and revenue bonds. Attorneys at the Firm have participated in the development and structuring of financings for airport maintenance, cargo, terminal, runway, noise abatement and airport environmental remediation.

 

Federal tax issues arising in the context of governmental airport financings (which are not subject to the alternative minimum tax) include primarily those relating to the uses made of the proceeds. In this regard, an issue will qualify for the preferred governmental bond status if no private user is using the facilities financed in a manner different from the way the general public uses the facilities. If a facility is privately used, it may be eligible for financing with the proceeds of private activity airport bonds.

 

The issuance of private activity bonds for airport purposes is more beneficial than issuing private activity bonds for other purposes. These bonds are afforded a special status in the tax law, and are not subject to many of the restrictions that normally attach to private activity bonds. There is no need for an allocation of state volume cap; there is no $40,000,000 nationwide test-period beneficiary limitation. The major difference between governmental and private activity airport bonds is that the former are not subject to the alternative minimum tax. An additional requirement in private activity bond financings is that the private user or users that triggered the private activity bond status must make an irrevocable election not to claim the tax benefits of ownership of the facilities financed.

 

Attorneys at the Firm have served as bond counsel for a number of governmental airport issues and as bond or special counsel in a number of private activity bond issues.

D. STADIUM BOND FINANCINGS

Members of the Firm have extensive experience in sports stadium and arena financings, as bond counsel, underwriters' counsel and special counsel to either developers or concessionaires. Members of the Firm have served as counsel to the City of Hartford and the State of Connecticut in connection with a proposed convention center and stadium to be located in Hartford, and in this role such members assisted in the drafting of legislation and performed all of the federal tax analysis relating to qualification with the private activity bond limitations. Members of the Firm have also served as underwriters' counsel in connection with the refinancing of debt for the City of Anaheim's convention center and has rendered tax advice in connection with bonds issued for the new stadium for the NFL's Oilers in Nashville, Tennessee. Members of the Firm have also served as the principal underwriters' counsel for a certificate of participation issue for the Los Angeles Convention Center, one of the largest urban convention centers in the nation, located in downtown Los Angeles.

 

Federal tax issues that arise in tax-exempt stadium financings all center on structuring an issue to fail either the private use test or the private payment/security test under Section 141 of the Internal Revenue Code. In instances in which the host governmental entity is determined to lure a sports team to its area, it may structure an issue to impose no limitations on the uses of the proceeds or the project and to use incremental tax revenues, a generally applicable admissions tax or other non-team sources to pay for the facility, thereby causing the issue to fail the private payment/security test. In instances where a 100 percent governmental subsidy is not feasible, the sponsoring governmental entity will often suggest use of project restrictions or will structure the issue to finance only a portion of the facility in order to stay within the permissible private use limits. Structuring in this manner is difficult when the stadium is being constructed for a sports team since the general principle is that use by a private party will not be treated as private trade or business use if the facility is available on a first-come, first-serve basis to members of the general public, something that is often difficult when the team has a pre-set game schedule. Interesting issues involve the treatment of naming and television and radio rights, advertising, catering services and simultaneous use. The Firm has extensive experience in applying the private activity bond regulations to stadiums, including particularly the special rules in the private payment rules for recovery of operating and maintenance expenses, reimbursement of equity and allocations among different sources of funding.

E. UNIVERSITY FINANCINGS

Members of the Firm have served as Bond Counsel to the University of Connecticut; Rutgers, The State University; the New Jersey Educational Facilities Authority; the Univeristy of the Virgin Islands and the Dormitory Authority of the State of New York. The structure of the University of Connecticut's first bonds, is illustrative of the creativity members of the Firm bring to financings in which it participates. These bonds were issued as current interest and capital appreciation bonds and were issued to fund the first phase of ten years worth of capital improvements at the University of Connecticut. An interesting aspect of the structure of the financing is that the tax law permitted the review of the entire financing program rather than just of the purposes included in the first issue to determine the amount of unqualified costs that could be financed for the overall program. Thus, once the use of proceeds analysis was done for the first financing, absent significant changes in purposes, it did not need to be repeated for any subsequent financing under the financing program.

F. EXEMPT SMALL ISSUE BONDS

Lisa Soeder has had extensive experience with the issuance of small issue bonds and small issue manufacturing bonds, having served as tax counsel in the 1980s when such financings were most prevalent on hundreds of issues per year for the Connecticut Development Authority, the Finance Authority of Maine and the New York City Industrial Development Agency, among other issuers. Ms. Soeder has performed extensive research on what types of activities qualify as manufacturing facilities. She is familiar with the capital expenditure, sizing, $10 and $40 million cap issues that arise in these financings and with the documentation necessary to ensure the continued tax-exemption of such financings.

G. HOUSING BONDS

Lisa Soeder has also performed the tax analyses on various issues of both single and multi-family housing bonds for issuers such as the Maine State Housing Authority, the Rhode Island Housing Authority, the Connecticut Housing Authority, the West Virginia Housing Development Fund, the Housing Development Corporation of New York and the Housing Finance Authority of New York. Ms. Soeder also serves as co-bond counsel to the State of New York Mortgage Agency and New York State Housing Finance Agency. In her tenure with her prior firms, Ms. Soeder specialized in the tax laws relating to multi-family housing transactions, using her experience in pooled loan financings to analyze and structure these transactions and to ensure the appropriate delegation of ongoing compliance responsibilities among the issuer and the private borrowers. She has also participated in issues of cooperative housing corporation bonds (treated as single family housing bonds) and of limited equity cooperative housing bonds (treated as multifamily housing bonds). Members of the Firm have also served as Underwriter's Counsel on numerous transactions for the North Carolina Housing Finance Agency.

H. EXEMPT FACILITY BONDS

Exempt facility bonds are a subcategory of private activity bonds; the activities financed must fall into certain qualified categories in order for the interest on obligations issued to finance such activities to be eligible for tax exemption. Members of the Firm have analyzed and documented the various tax issues particular to each of the categories: airports, docks and wharves, mass commuting facilities, water facilities, sewage facilities, solid waste disposal facilities, multi-family housing facilities, energy and gas facilities and local furnishing facilities. The experience of members of the Firm in airport financings is delineated above, in Part D. In addition to the airport financing, members of the Firm are currently serving as special tax counsel in a mass commuting transaction.

I. WORKING CAPITAL, DEFICIT, ASSESSMENT REVENUE OR OTHER SPECIAL REVENUE FINANCINGS

Members of the Firm have participated in the initial structuring discussions in the development of innovative working capital financings such as the State of Connecticut's second injury fund legislation and financing as well as its Special Assessment Unemployment Compensation Advance Fund Revenue Bonds, its GAAP Financing Bonds and its Economic Recovery Notes. In addition, members of the Firm participated in the structure of the first Nassau County Tobacco Securitization bond issue. In addition to these first-of-a-kind financings, members of the Firm routinely give advice and draft documents to facilitate the issuance of tax-exempt bonds and certificates of participation for cash flow deficits of various state and local governments.

J. MULTI-PURPOSE FINANCINGS

Members of the Firm have significant experience in structuring and documenting multi-purpose issues and in discussing, explaining, negotiating and obtaining a consensus of bond counsel with respect to the multitude of issues that arise in multipurpose issues. In addition to the representation of the State of Connecticut with respect to billions of dollars of new money and advance refunding debt for general obligation, commercial paper, university, unemployment compensation, and deficit recovery notes and bonds, for which members of the Firm performed the tax analysis and prepared the tax regulatory agreements, tax questionnaires and cross-reliance opinions of all participating bond counsel, members of the Firm have served in the capacity of Special Tax Counsel for a multitude of other issues. Further, members of the Firm have served as bond counsel and as special tax counsel for pooled loan financings and grantor trust financings which involved the preparation of documents for use by bond counsel (in an attempt at uniformity of covenants and documentation) and the coordination of bond counsel for up to 350 local issues in one financing structure.

K. FEDERALLY TAXABLE BORROWINGS

The Firm attempts, whenever possible, to structure bond issues that are eligible for both federal and state tax-exemption. Whenever a particular purpose or financing vehicle cannot qualify for federal tax-exemption, the Firm assists issuers in structuring a federally taxable issue and in, wherever possible, minimizing the amount that must be issued on a taxable basis. Federally taxable obligations are often eligible for state tax-exemption. Oftentimes, taxable issues are sold simultaneously with tax-exempt issues as a small component of a large financing package. The Firm regularly works with issuers throughout the country to ensure that the costs and structure of the comprehensive financing package satisfy the objectives of the issuer.

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