After serving as counsel in billions of dollars of financings, we understand how to achieve our clients' financial objectives while respecting the needs and concerns of communities.
For more than six decades, Ballard Spahr has been helping build the nation. We have one of the premier public finance practices in the country, participating since 1987 in the issuance of more than $250 billion of tax-exempt obligations in all states, the District of Columbia, and American territories.
Our nearly 70 public finance attorneys represent state and local governments and authorities, nonprofit organizations, investment banks, and banking institutions in virtually every type of bond transaction. Our role in these transactions is diverse. We serve as bond counsel, underwriter's counsel, disclosure counsel, issuer's counsel, lender and credit enhancer's counsel, and trustee's counsel.
And we are a recognized mainstay in the industry. Since 1958, we have been listed continuously as a nationally recognized bond counsel firm in The Bond Buyer's Municipal Marketplace (the Red Book). Thomson Reuters continuously ranks us among the top firms in the country each year as bond counsel and underwriter's counsel by dollar volume. In 2011, Thomson Reuters ranked Ballard Spahr 18th in the country as bond counsel for tax-exempt long-term municipal new issues, and 13th for long-term municipal new issues. In the same year, as underwriter's counsel, we were ranked 12th by Thomson Reuters for tax-exempt long-term municipal new issues, and 12th for long-term municipal new issues.
Our attorneys are innovative and work to advance the bond law profession by participating and holding leadership positions in the National Association of Bond Lawyers (NABL), a national organization that advises on the law and proceedings relating to state and local municipal bonds and other obligations.
Depth of Financing Experience
Our public finance lawyers have served as bond counsel or underwriter's counsel in connection with every form of traditional municipal debt, from general obligation bonds to tax, revenue, grant, and bond anticipation notes.
We have also participated in every kind of private activity financing, including qualified 501(c)(3) bonds and exempt facility bonds. These financings include bond issues for:
- Industrial development
- Hospitals and health care institutions
- Continuing care retirement communities
- Student loans
- Universities, colleges and student housing
- Secondary schools
- Water and sewer projects
- Military housing
- Single- and multi-family housing
- Pollution control and resource recovery and solid waste disposal
- Airports, ports, and public transportation systems
- Cultural and sports facilities
We handle tax-exempt and taxable financings, new money issues, and all forms of refinancing, as well as conversions from variable to fixed rates of interest and tender offers for outstanding obligations. We are experienced in financings involving virtually every form of credit enhancement.
Tax and Arbitrage
Ballard Spahr has earned a national reputation in the federal and state tax law aspects of public finance transactions, including rules related to arbitrage. Our tax attorneys have analyzed and structured almost every type of municipal bond transaction.
We serve as special tax counsel to clients before the National Office of the Internal Revenue Service on audits and tax-exempt financing matters. We also represent clients in tax controversies arising from tax-exempt financings and have counseled organizations as to their tax-exempt classification under IRS Section 501(c)(3).
In the arbitrage area, our capability is virtually unmatched. Our former partner, Frederic L. Ballard, Jr., wrote ABCs of Arbitrage (American Bar Association, 2007), a reference work used by many public officials, attorneys, and investment bankers. In addition, Ballard Spahr is affiliated with Avant Strategic Partners, a consulting firm specializing in arbitrage compliance. Our affiliation has provided our public finance clients access to talented tax and finance professionals who have been dedicated to this complex area for decades.
Our public finance practice is enhanced by the firm's more than 60 securities attorneys who assist with bond issuers' original and secondary disclosure obligations and other securities issues, including state blue sky laws and federal securities regulations.
Derivatives and Other Financial Products
Over the years, we have gained extensive experience advising both public and private market participants on transactions involving interest rate swaps and related derivative products. These include floating-to-fixed and fixed-to-floating interest rate swaps, swaptions, basis swaps, interest rate caps, collars, and floors. We deal with many derivative products in primary market transactions involving original bond issues, as well as secondary market securitization transactions involving the issuance of custodial receipts, tender option bonds, and other synthetic securities. We also advise on complex tax integration issues.
Credit Enhancement Counsel
We combine our bank and commercial lending practice and experience with our public finance practice to represent banks (including domestic branches of foreign banks) and other credit enhancers of bonds. Our clients issue letters of credit, standby bond purchase agreements and other forms of credit enhancement and provide loan and other credit facilities that support, supplement, or otherwise facilitate tax-exempt and taxable bond issues. We structure, negotiate, and prepare the credit enhancement documents (including reimbursement agreements, letters of credit, standby bond purchase agreements, and security documents) and assure proper integration with related provisions in the bond documents. We also represent credit enhancers of existing transactions, including banks and bond insurers, in restructurings, workouts, and exercise of creditors' rights.
We represent national and state banks regarding corporate trust matters for taxable and tax-exempt municipal and corporate bond issues. We review financing documents to assess the trustees' duties and obligations and ensure proper indemnification for the trustees pre- and post-default actions. In addition, we review related closing documentation and draft opinions in connection with the indenture and related agreements. We also review 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.
Build America Bonds
Since passage of the American Recovery and Reimbursement Act of 2009 (ARRA) on February 17, 2009, Ballard Spahr has been involved with a significant number of "Build America Bonds" authorized under ARRA. These taxable bonds allow for a refundable tax credit paid to the issuer of the bonds in an amount equal to 35 percent of the interest payable on the bonds. To view a list of transactions, click here.
Many municipalities are struggling to reconcile the need to provide public services with the fiscal pressures brought by declining revenues, reduced state support, a restrictive regulatory environment, rising labor and pension costs and other operating expenses, and limited access to capital.
Ballard Spahr's municipal recovery practice assists municipalities with addressing these challenges. Our attorneys help municipalities access capital markets at affordable rates, restructure debt and derivative portfolios, negotiate and arbitrate labor contracts, rebuild ratable tax bases, redevelop brownfields and promote economic redevelopment, control costs, and monetize assets. The practice teams public finance attorneys with colleagues skilled in labor and employment, bankruptcy, real estate, tax, and government relations to provide comprehensive counsel in this escalating legal area.
water and sewer financing
Ballard Spahr has a long history of helping states, local governments, developers, water districts, and private water authorities protect the availability, safety, and affordability of our nation's water supply. Since 2000, our attorneys have served as bond counsel, underwriters' counsel, borrower's counsel, and special tax counsel in 439 bond issues totaling more than $12 billion. These financings have supported the construction and improvement of water purification plants, wastewater treatment facilities, and the crucial infrastructure that brings drinking water to our homes and communities, as well as the formation and entitlement of private water companies. They have included representation of states and local governments, authority-owned projects, special districts, investor-owned projects, and revolving loan programs.
In order to best assist their clients in water-related projects, our Public Finance attorneys collaborate closely with their colleagues in both the Energy and Project Finance Group and Environment and Natural Resources Group. The Energy and Project Finance Group has significant experience in assisting municipalities, project developers, utilities, municipal and private issuers, banks, and underwriters in developing, financing, acquiring, and restructuring a diverse array of energy sector projects, ranging from utility-scale renewable energy production facilities to traditional fossil fuel-based generation plants. The attorneys in our Environment and Natural Resources Group have substantial experience managing matters arising under the Clean Water Act and the Safe Drinking Water Act.
Independent, Parochial and Charter School Financings
Ballard Spahr's Public Finance attorneys have a track record of helping independent, parochial, and charter schools find creative and realistic ways to finance the capital projects so critical to their success. We understand the urgency and complexity of maintaining and updating facilities, reconfiguring and expanding campuses, responding to changes in technology, and meeting parental expectations, while educating tomorrow's leaders. Competitive enrollment markets and a struggling economy demand that schools continue to invest in physical assets without relying on limited unrestricted endowment funds or overwhelming donors.
Since 1997, Ballard Spahr has served as bond counsel, borrower's counsel, or underwriter's counsel for more than 100 financings benefitting independent, parochial, and charter schools across the nation. These transactions have helped finance classrooms, laboratories, libraries, athletic facilities, and dorms, as well as basic campus infrastructure such as exterior building envelopes, elevators, and technology upgrades.
Our attorneys have helped many independent schools advance their missions and distinguish their programs through capital renewal and improvements that make sense both today and in the future.