Appropriation-Backed Financings
Firm attorneys have considerable experience in appropriation-backed financings having served as bond counsel, special tax counsel or underwriters’ counsel on more than 180 financing transactions involving approximately $29 billion. The financings have been undertaken to construct or reconstruct park facilities, construct and repair highways and to advance refund prior bond issues, construct parking facilities, fund new hospital construction and advance refund prior bond issues, construct homeless housing, construct state and local correctional facilities, fund the construction and renovation of dormitory facilities for the State University System, fund the acquisition of equipment and realty by various departments of state government, and fund the construction of school facilities.
Law firms and underwriters across the country count on our proven analytical process and extensive securities law knowledge to relieve the burden of examining and preparing blue sky surveys.
Harris Beach has developed an efficient and cost-effective method of completing blue sky surveys for law firms and underwriters involved in municipal bond financings. With a broad focus on both federal and state law, we examine securities laws and regulations in all states and territories into which securities are proposed to be sold to the public, brokers and dealers, and financial institutions. Because keeping up with changes to blue sky laws can be burdensome, and legal analysis complex, our preparation of blue sky surveys can take this task off attorneys’ plates.
Our services include:
- Prepare both preliminary and final blue sky surveys
- Advise on all jurisdictions, whether or not qualification is requested/required
- Monitor updates from the Blue Sky Law Reporter
- Provide guidance on federal securities law and blue sky laws, including the National Securities Markets Improvement Act of 1996, to minimize state enforcement action
Derivative Products/Swaps and Non-Fixed Rate Debt
In its role as bond counsel, firm attorneys have been asked to pass upon state law and tax issues with respect to the ability of issuers to utilize derivative products and to otherwise invest in investments which are not strictly identified in any applicable list of permitted investments, and, in its role as underwriters’ counsel, to address various disclosure issues with respect to the use of derivative products in connection with a particular financing. Advice was provided on numerous innovative financings and is continually involved in the analysis of progressive financing structures, including issues relating to integrating swaps after LIBOR transition. These structures include fixed rate bonds synthetically divided into lower floaters and residual interest pieces, total return swaps, hedges and caps, swaps, and in the past the use of floating rate debt in advance refundings. In addition, we have been involved in forward transactions and “Cinderella Bonds” since bonds cannot presently be advance refunded. The firm has extensive experience with floating rate debt, taxable debt, concurrent, multiple series of bonds with different structural characteristics and combinations of all the foregoing.
Disclosure
Harris Beach attorneys have extensive experience with disclosure matters in their various capacities as special disclosure counsel, underwriter’s counsel and bond counsel on tax-exempt and taxable bond issues undertaken by the State of New York and its financing authorities, local governments and their authorities and local development corporations. The firm is on retainer to the New York State Division of the Budget (DOB) as Public Finance and Disclosure Counsel and provides advice to DOB on a wide range of state law and federal securities law issues as well as general disclosure matters, including the implementation and compliance with the state’s annual secondary market disclosure obligations. Harris Beach also provides disclosure counsel services to the New York State Office of the Attorney General (OAG) in connection with the issuance of tax-exempt and taxable new money and refunding bonds, including the first taxable, competitively offered Build America Bonds issued in the State. In its Disclosure Counsel capacity, firm attorneys play a leading role with respect to (i) the content of official statements used for the offering of State general obligation bonds, and (ii) continuing disclosure matters. In addition, members of the firm served as special disclosure counsel to the underwriters in connection with general obligation bonds issued by the State of Connecticut and the State of Louisiana.
Educational Facilities
We regularly serve as bond counsel and underwriters counsel on financings for colleges, private not-for-profit schools, library systems, and educational facilities for developmentally disabled children. These financings are often secured by state, local school district, or other third-party reimbursement revenue streams.
Our attorneys support clients with cross-functional teams dedicated to integrating aspects of ESG into core business strategies, governance, and risk-management. In addition to helping our clients understand, prepare for, and comply with emerging regulations, we also help our clients realize the benefits created in the marketplace by a bespoke approach to ESG.
Meeting clean energy standards, decreasing reliance on fossil fuels and diversifying energy supply continue to drive demand for renewable energy in New York state. These projects represent significant financial investments by those developing the sites and the communities supporting the ventures. Harris Beach is a leader in representing and addressing the concerns of IDAs, municipalities, and real estate and project developers with renewable energy ventures.
Gaming
Our team has been involved for 30 years in the evolution of gaming in New York. Our attorneys have a notable range and depth of experience with both the gaming borrowers and lenders who provide financing in the gaming space; as well as OTB operators, Indian Nation operators, and new casinos in New York state. Our public finance attorneys have been involved in financings for Del Lago Resort and Casino; acquisitions and financing and state compact work for the Seneca Gaming Corporation; the tax-exempt bond financing and taxable financings for the Seneca Nation of Indians; Delaware North transactions and financings; Yonkers raceway transaction from initial VLT development through current ownership and financings; multiple casino structures and attempted financings in Sullivan County and the construction and current financing at Resorts World Catskill; the recently completed financing for Suffolk Regional OTB; and the recently completed tax-exempt borrowing by Western Regional OTB.
Hospitals, Nursing Homes and Health-Related and Independent Living Facilities
Our attorneys have extensive experience in all types of health care and health-related facility financings, from hospitals and nursing homes to a variety of senior living facilities, including lifecare and other continuing care retirement communities, independent living facilities, assisted living facilities and adult homes. In addition, the attorneys in the firm’s health services practice represent a broad cross-section of health care providers throughout the state on corporate, regulatory and tax matters.
Housing
Our attorneys have extensive experience in single- and multi-family housing, tax credit and subsidy programs for low and moderate income residential retail projects, including financings through the Dormitory Authority of the State of New York, the New York State Housing Finance Agency, the New York City Housing Development Corporation and local housing authorities, industrial development agencies and local development corporations.
Industrial Development and Exempt Facility Financings
Harris Beach attorneys utilize a variety of economic development tools to the maximum extent in bringing multiple programs and related experiences to projects identified by our IDA clients, including Brownfield Redevelopment Tax Credits, New Markets Tax Credits, economic development through condemnation, PILOT Increment and Tax Increment financings, HUD 108 Loans and BEDI Grants, and many other areas that are often overlooked or not fully understood.
Our attorneys handle all types of small issue manufacturing facility financings and exempt facility financings, including solid and hazardous waste disposal facilities, public dock and wharf facilities, airport facilities, and sewage facilities. Harris Beach serves as agency counsel, developer counsel or transactional counsel in all types of economic development projects and has relationships in every county in New York State. In these capacities, we have significant experience in all types of Industrial Development Agency (IDA) sale/leaseback transactions.
LIBOR Phase Out
With the oncoming phase out of the publication of the U.S. dollar London Interbank Offered Rate (“LIBOR”), firm attorneys have advised a broad range of interested parties on the impact of this titanic shift in variable rate financings. As bond counsel, firm attorneys have been asked to review the impact of amendments to the benchmark interest rate index on legacy LIBOR tax-exempt financings as well as the use of LIBOR and ARRC fallback provisions for new financings closing prior to the final publishing date of June 30, 2023 for the most common LIBOR settings. As underwriters’ counsel, firm attorneys have addressed the various disclosure issues with respect to the use of LIBOR in connection with recent financings. In addition, firm attorneys have provided extensive guidance to our financial institution clients on alternative benchmark index integration and fallback provisions.
Tax Representation for Public Finance
The firm is routinely involved in the interpretation and resolution of arbitrage, rebate and use of proceeds issues on a professional practice basis as well as in the development of regulations on those topics. The firm provides systematic review of proposed projects and due diligence to determine qualified amounts for sizing of bonds. As bond counsel, the firm provides ongoing advice with respect to reimbursement issues (including reimbursement of a related entity), sizing short-term and long-term cash flow and working capital borrowings to minimize rebate liability, rebate exceptions and strategies, determining capital expenditures, and other means of maximizing earnings while minimizing rebate. The firm also represents clients on reissuance questions relating to forbearance agreements, transactions that modify terms of the bonds and LIBOR transition issues. The firm represents issuers and borrowers in issues relating to swaps and their integration into the bonds. The firm also represents clients on remedial action procedures for bonds, audits of tax-exempt bonds by the IRS, securing private letter rulings, and entering into closing agreements with the IRS under the VCAP program. Our tax attorneys also frequently serve as panelists at seminars and workshops sponsored by the National Association of Bond Lawyers (NABL).
Transportation
Our attorneys represent the New York State Thruway Authority on its large transportation and Personal Income Tax (PIT) bond financings for its own facilities and those of the State Department of Transportation and Metropolitan Transportation Authority (MTA).
Our attorneys work closely with our corporate, tax and environmental attorneys to counsel clients on all aspects of site acquisition and zoning and development approvals, as well as structuring financing packages. We work in partnership with our clients and often with a local issuer counsel operated by the IDA to balance their needs with the many constituencies affected by large development projects and work effectively with construction teams to conclude projects in a timely and cost-effective way.
General Obligation Financings
Our attorneys serve as bond counsel on all types of general obligation financings, including long-term serial bonds, statutory installment bonds, and short-term bonds, tax and revenue anticipation notes and budget notes. In addition, our firm represents the Attorney General of the State of New York on the state’s General Obligation Bond issues.
Municipal Tax-Exempt Leases/COPS
Our attorneys serve as bond counsel to municipalities and school districts on tax-exempt equipment lease financings, including financings of energy performance contracts. Harris Beach also has extensive experience with Certificate of Participation financings.
Public Infrastructure
Our attorneys handle projects involving sports arenas, convention centers, recreational facilities and public parking garages.
Water Distribution and Sewer Facilities
We serve as bond counsel to local water and sewer authorities and we handle revenue bond financings for these entities involving loans or agreements to both private and public entities. As bond counsel to municipalities throughout New York state, we participate in revolving loan financings through the New York State Environmental Facilities Corporation.
