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Our Public Finance Team provides representation to prospective issuers of municipal securities and other parties to public finance transactions.  Our clients include political subdivisions, non-profit institutions, public agencies and authorities, investment bankers, credit enhancers, liquidity providers, trustees, commercial banks and borrowers. We have substantial experience as issuer’s counsel, bond counsel, disclosure counsel, underwriter’s counsel, special tax counsel, borrower’s counsel and credit enhancer’s counsel.

The firm has organized its lawyers into approximately thirty practice groups, each of which is designed to handle the various specialized legal needs of particular types of clients and/or the unique problems which clients may encounter in a particular type of transaction.  Public Finance lawyers are members of the firm’s Real Estate and Banking Client Service Group.  These lawyers handle the legal needs of our public institutions and tax-exempt organization clients, and provide legal advice to all other clients  who may be involved in tax-exempt financings.

Public Authorities and Organizations

Bryan Cave Leighton Paisner serves as counsel to governmental entities and exempt organizations in connection with all forms of finance-related transactions. Engagements often involve the issuance of taxable or tax-exempt debt as well as the provision of other economic incentives to encourage economic development and expansion.  In that capacity, we routinely counsel clients on matters such as compliance with state and municipal law issues, public disclosure requirements under federal and state securities laws, state and federal income tax issues, bankruptcy and credit issues, compliance and enforcement actions related to the issuance of tax-exempt debt and other matters governed by applicable federal and state laws.

Representative Experience

Experience as Bond Counsel

Bryan Cave Leighton Paisner is listed as a practicing municipal bond firm in the “red book” (The Bond Buyer’s Municipal Marketplace) and each member of our public finance team is a member of the National Association of Bond Lawyers.  We have issued approving opinions on hundreds of issues of municipal securities. Our opinions have been rendered on Kansas, Missouri, Illinois and Georgia bond issues offered to the public and placed privately with financial institutions throughout the United States.

Our engagements as bond counsel have involved taxable and tax-exempt bonds issued by instrumentalities of the states of Kansas, Missouri and Georgia; Kansas, Missouri, Illinois and Georgia counties, cities, towns, school districts and authorities; as well as other political subdivisions.  We have issued approving opinions on bonds to finance airports, bridges, correctional facilities, municipal parking garages,  health care facilities, municipal buildings, road improvements, drainage and levee facilities, sewer and water systems and other municipal facilities.  We have issued opinions on all forms of private activity bonds, including “501(c)(3),” “exempt facility” and “small issue” revenue bonds.

In our capacity as bond counsel, we have participated in the structuring and implementation of a wide variety of municipal financing, short and long term and variable and fixed rate.  We have substantial experience with respect to tax-exempt commercial paper, secured  and unsecured letter of credit supported municipal financing, option bonds, municipal bond insurance, capital appreciation bonds, advance refundings, pooled programs, variable rate financing, master indenture and other structurally complicated transactions.

Experience as Disclosure Counsel and Underwriters Counsel

Bryan Cave Leighton Paisner acts as disclosure counsel and underwriter’s counsel and regularly represents municipal investment banking firms in municipal securities financing transactions.  As disclosure and underwriters counsel, we regularly prepare offering and disclosure documents used in connection with the financing, advise on due diligence matters generally and on particular types of borrowers or facilities.  We regularly advise in connection with the negotiation and preparation of the continuing disclosure agreements required in connection with most publicly offered municipal securities.  In addition, we represent investment banking clients in investigations conducted by various state and local governmental officials, the IRS and the SEC regarding public finance transactions.

Experience as Bank and Credit Provider Counsel

As counsel to many major lending institutions, we often act as bank or credit provider counsel in finance transactions around the country. We have negotiated and drafted reimbursement agreements and the various documents that secure the bank’s obligations under  letter of credit, liquidity facility or other form of credit enhancement agreements delivered in connection with a financing transaction. The credit enhancement documentation has been prepared for stand-alone, participated and syndicated deal structures.

Experience as Borrower’s Counsel

Municipal finance transactions often are undertaken to provide economic incentives to private businesses through a variety of “conduit” financing techniques.  In addition, our tax-exempt organization clients rely heavily on tax-exempt obligations to finance their long-term capital requirements.  As counsel to these “borrowers” in tax-exempt private activity or conduit bond issues, we regularly advise our clients with respect to their alternatives and assist them in securing tax exempt financing through various governmental issuers.  We also represent our clients in connection with securing property tax abatement, sales and use tax exemptions, tax credits and a variety of other economic incentives and benefits available through governmental issuers.  In addition, we regularly work with bond counsel and underwriters on behalf of borrowers as part of the financing team.

Experience as Special Tax Counsel

We have represented numerous clients before the National Office of the Internal Revenue Service on audits and tax-exempt financing matters and have had substantial input in the formulation of the new tax policy positions on matters germane to municipal financing.  We have represented bondholders in major litigation conducted by the IRS to test its power to tax municipal bondholders in the case Harbor Bancorp & Subsidiaries and Edward J. & Elena Keith vs. Commission of Internal Revenue.  We also have counseled and represented before the IRS numerous tax exempt organizations.  We have considerable experience in the classification of organizations as tax-exempt under Section 501(c) of the Internal Revenue Code and the review and preparation of applications for IRS determination letters on tax-exempt status.

Experience as Issuer’s Counsel

We have substantial experience representing Kansas, Missouri and Georgia political subdivisions in a variety of transactions, including public-private partnerships and issuances of general obligation debt, revenue and conduit supported financings, lease purchase obligations and special obligation bond issues.

Recent  Representations: Kansas City, Missouri

Issuer’s Counsel, including Disclosure Counsel – We serve as outside counsel to the City of Kansas City, Missouri in connection with its recent downtown development and redevelopment activities including a new downtown arena, convention center expansion, new entertainment district, hotel renovation and loft/condominium conversions.  We also serve as general counsel to the City’s Tax Increment Financing Authority and frequently act as Bond Counsel and Disclosure Counsel to the City and its statutory agencies.  Recently, financings were completed for the redevelopment of downtown Kansas City:

  • $204,525,000 Special Obligation Refunding Bonds (Downtown Arena Project) and $16,465,000 Special Obligation Refunding Bonds (Downtown Arena Project);
  • $81,400,000 Variable Rate Demand Tax-Exempt Special Obligation Refunding Bonds (H. Roe Bartle Convention Center) and $20,865,000 Variable Rate Demand Tax-Exempt Special Obligation Refunding Bonds (H. Roe Bartle Convention Center);
  • $29,310,000 Special Obligation Bonds (East Village Project);
  • $114,915,000 Industrial Development Authority of the City of Kansas City, Missouri Tax-Exempt Revenue Bonds (Kansas City Downtown Redevelopment District).  Remarketed by Oppenheimer & Co., Inc. and others;
  • $179,985,000 Industrial Development Authority of the City of Kansas City, Missouri Variable Rate Demand Tax-Exempt Revenue Bonds (Kansas City Downtown Redevelopment District).  Remarketed by Oppenheimer & Co., Inc. and others;
  • $115,000,000 Industrial Development Authority of the City of Kansas City Variable Rate Demand Tax-Exempt Revenue Bonds (Kansas City Downtown Redevelopment District) underwritten by Oppenheimer & Co., Merrill Lynch & Co. and others;
  • $180,000,000 Industrial Development Authority of the City of Kansas city, Missouri Variable Rate Demand Tax-Exempt Revenue Bonds (Kansas City Downtown Redevelopment District) underwritten by Oppenheimer & Co.;
  • $148,115,000 Kansas City Municipal Assistance Corporation, Leasehold Revenue Bonds (H. Roe Bartle Convention Center, Music Hall and Municipal Auditorium Public Garage Projects) underwritten by Citigroup Capital Markets Inc., D.A. Davidson & Co and others;
  • $20,160,000 Kansas City Municipal Assistance Corporation, Leasehold Revenue Refunding Bonds (H. Roe Bartle Convention Center Project)  underwritten by Citigroup Global Markets Inc and others;
  • $80,885,000 Kansas City Municipal Assistance Corporation, Leasehold Improvement Revenue Bonds (H. Roe Bartle Convention Center Project) underwritten by Citigroup Global Markets Inc. and others;
  • $30,000,000 Industrial Development Authority of the City of Kansas City, Missouri, Variable Rate Tax-Exempt Revenue Bonds (Kansas City Downtown Arena Project) underwritten by Oppenheimer & Co. Inc.;
  • $203,200,000 Industrial Development Authority of the City of Kansas City, Missouri, Variable Rate Demand Tax-Exempt Revenue Bonds (Kansas City Downtown Arena Project) underwritten by Oppenheimer & Co. Inc., Merrill Lynch & Co., George K. Baum & Company and others;
  • $18,000,000 Tax Increment Financing Commission of Kansas City, Missouri, Variable Rate Demand Taxable Tax Increment Revenue Bonds (President Hotel Redevelopment Project) underwritten by Oppenheimer & Co. Inc.;
  • $7,780,000 Tax Increment Financing Commission of Kansas City, Missouri, Variable Rate Demand Taxable Revenue Bonds (909 Walnut Parking Facility Project) underwritten by A.G. Edwards.

Borrower’s Counsel

  • Missouri Development Finance Board (Kauffman Center for the Performing Arts Project) $90,000,000 Variable Rate Demand Cultural Facilities Revenue Bonds and $68,935,000 Cultural Facilities Revenue Bonds Series 2007B.

Recent Representations: Georgia

Issuer’s Counsel.  We serve as issuer’s counsel to the Development Authority of DeKalb County and the DeKalb Private Hospital Authority, including in connection with the following recent financings:

  • $120,000,000 DeKalb Private Hospital Authority Revenue Anticipation Certificates (Children's HealthCare of Atlanta, Inc. Project), Series 2008 Bonds
  • $60,000,000 Development Authority of DeKalb County Taxable Revenue Bonds (Bottling Group, LLC Inc. Project), Series 2007
  • $10,000,000 Development Authority of DeKalb County Revenue Bonds (Inland Fresh Seafood Corporation of America, Inc. Project) Series 2007
  • $4,200,000 Development Authority of DeKalb County Revenue Bonds (Sophia Academy, Inc. Project), Series 2007
  • $2,725,000 Development Authority of DeKalb County Revenue Bonds (The Task Force for Child Survival and Development, Inc. Project), Series 2007
  • $9,000,000 Development Authority of DeKalb County Taxable Revenue Bonds (Paideia School Project), Series 2007
  • $4,000,000 Housing Authority of the City of Carrollton, Georgia Multifamily Housing Revenue Bonds (Yowceph Senior Housing Project), Series 2006

Borrower’s Counsel

  • $16,500,000 Development Authority of Jefferson, Georgia Taxable Revenue Bonds (Kubota Tractor Corporation Project), Series 2008
  • $63,670,000 City of Atlanta, Georgia Subordinate Lien Tax Allocation Variable Rate Bonds (Westside Project), Series 2008
  • $3,600,000 Development Authority of Gwinnett County Industrial Development Revenue Bonds (Alexus Enterprises, Inc. Project), Series 2007

If you would like more information about Bryan Cave’ Leighton Paisner's Public Finance and Incentives Team, please call the team leader, Karen Fries at +1 314 259 2635.