Our experience includes these matters:

P3/Infrastructure

Ballard Spahr served as P3 counsel to the Virginia Department of Transportation (VDOT) in connection with the development of high-occupancy toll (HOT) lanes along the I-95/I-395 corridor just south of Washington, D.C., which was procured as a DBFOM project.  Ballard Spahr also represented VDOT in connection with the development of HOT lanes on an extension of the I-95 HOT Lanes Project down to the Fredericksburg area (Fredericksburg Extension).  Ballard Spahr structured, drafted and negotiated the Comprehensive Agreement covering the construction, operation, maintenance, and financing of the project, and worked with VDOT and VDOT’s consultants on the Comprehensive Agreement. 

Ballard Spahr served as P3 counsel to the Georgia Department of Transportation (GDOT) in connection with the I-285/SR 400 Reconstruction Project, the reconstruction of an interchange in the Atlanta area.  The project was procured by GDOT and the State Road and Tollway Authority as a design-build-finance (DBF) project.  As P3 counsel, Ballard Spahr drafted the procurement documents, the DBF Contract and other related documents and materials. 

Ballard Spahr served as bond counsel to the Pennsylvania Department of Transportation (PennDOT) and the Pennsylvania Economic Development Financing Agency (PEDFA) in the Pennsylvania Rapid Bridge Replacement Project (RBR Project), a DBFM initiative that involves the replacement of approximately 550 structurally deficient bridges across the Commonwealth over a three to four year period.  Ballard Spahr’s engagement included drafting all of the financing documents and security documents as well as commenting on and drafting certain sections of the offering documents for the PABs. 

Ballard Spahr served as special counsel to the Federal Railroad Administration (FRA) for a Railroad Rehabilitation & Improvement Financing Loan (RRIF Loan), which provides funds to redevelop and rehabilitate the Denver Union Station Project. The Denver Union Station Project is a 50-acre intermodal transit public-private development in lower downtown Denver that will serve as a regional multimodal hub, improve transportation, and reduce congestion in the Denver area. Transportation elements include an underground bus terminal with 22 bays, a light rail station for current and future light rail routes, a commuter rail station that will serve Amtrak and possibly a ski train, and public plazas to integrate transit service.

Ballard Spahr served as bond counsel to the Maryland Economic Development Corporation in the Purple Line Light Rail Project (Purple Line Project), a 16-mile light rail line that will extend from Bethesda in Montgomery County to New Carrollton in Prince George's County.  The Purple Line Project will provide a direct connection to the Metrorail Red, Green and Orange Lines: at Bethesda, Silver Spring, College Park, and New Carrollton. The Purple Line will also connect to MARC, Amtrak, and local bus services.  Ballard Spahr used its knowledge of complex financing transactions to make sure the documents worked together throughout the various series of PABs as well as with each of the other sources of financing.

Ballard Spahr represented the underwriter who served as underwriter to Lehigh County Authority, the winning bidder in the Allentown Water and Sewer Project. The City of Allentown entered into a public-public partnership with the Lehigh County Authority to lease its water and sewer system in exchange for an initial up-front payment of approximately $212 million and annual rental payments. 

Energy and Project Finance

Ballard Spahr served as counsel to the project developer / borrower of a 100 MW solar project in Utah. The development effort in Utah was challenging and pioneering, as the Ballard Spahr team supported client efforts to amend legislation and obtain public service commission rulings. The financing involved senior long term debt from a major insurance company, and tax equity from a US technology company, alongside sponsor equity from the developer’s European parent company.

Represented the lead lender in closing an innovative $30 million community solar financing to finance the acquisition of completed distributed generation solar power projects located throughout Massachusetts, with up to 20 separate projects being financed.

Represented a leading national independent power producer as Borrower’s counsel in a series of five utility scale solar power projects in three different states. These financings have included both senior bank debt, industrial development bonds, and privately placed institutional notes. We provided assistance with financing documentation and negotiation and renewable energy tax advice and legal opinions.

Ballard Spahr represented a developer of a 474 MW wind energy project in Kansas, including negotiation of virtual power purchase agreements with various industrial buyers

Ballard Spahr served as lender’s counsel for a California distributed wind portfolio debt financing by an Arizona bank, which included 14 projects with a total name plate capacity of approximately 17 MW. The transaction required significant structuring efforts to address the location of some projects on Native American lands and the requirements of the California Self Generation Incentive Program (SGIP).

Served as counsel to an independent investment manager in its acquisition and financing of distributed solar PV portfolio with a nameplate capacity of 115 MWAC, comprising 136 projects across 12 states, including California, New York, New Jersey, Maryland, and Massachusetts.

The firm served as M&A co-counsel to a subsidiary of a Fortune 500 energy company, in its acquisition, through a private bankruptcy sale from a renewable energy development company, of three commercial/industrial distributed solar project portfolios consisting of 26 projects with a cumulative capacity of 90 MW under construction or development in California, Connecticut, Florida, Massachusetts and New York

Represented an energy storage developer in the $25 million sale of a 30% interest in its wholly owned subsidiary (a developer of large battery storage systems) to a subsidiary of a Hong Kong Stock Exchange listed company.

Housing Finance

Ballard Spahr represented the developer of the Stein Eriksen Residences, consisting of 14 luxury detached homes and 40 luxury ski-in/ski-out condominiums at Silver Lake Village in the heart of the Deer Valley Resort area in Park City, Utah. The project was affiliated, by licensed name and common management company, with the iconic Stein Eriksen Lodge in Deer Valley. The development project also included amenities such as a spa, pool, ski shop, ski lounge, dining area, bar/lounge, and fitness center. Ballard Spahr advised the developer on structuring the mixed-use, condominium, and common ownership regime and drafting of related documentation. The firm also guided the project through extensive land use and other regulatory approvals.

We represent East West Partners in the ongoing development of The Village at Empire Pass, a luxury residential community within the Deer Valley Ski Resort in Utah. The latest phase, currently under construction, includes 27 ski-in/out condominium residences, totaling approximately 65,000 square feet of residential real estate in a single building near a major Deer Valley ski lift, together with luxury amenities. We have served as counsel to East West for more than a decade on the overall project, which includes high-rise condominiums, town homes, and single-family residences in a master-planned community. Our work has included representation in land purchases, preparation of governance and sales documents, financing opinions, purchaser negotiations, and project management issues, as well as in turnover of homeowner association control and construction defect claims.

Ballard Spahr assisted Berkadia in winding down a portfolio of securitized loans totaling $286.4 million in financing secured by 14 multifamily properties in five states, including Georgia, Illinois, Oregon, Texas, and Virginia. Borrower was a KKR-sponsored affiliate and all loans were subject to a Master Cross-Collateralization Agreement with complicated release provisions, which were being strictly enforced by the lender. A number of these loans were also being assumed by a third-party purchaser, with loan assumption also documented by Ballard Spahr.

The firm assisted Johns Hopkins University in negotiating development rights and a ground lease for the development by private entities of a mixed-use project at a prominent campus-adjacent corner in Baltimore. The project was part of a larger initiative to revitalize the retail district of Charles Village along the St. Paul and 33rd Street corridor near the Johns Hopkins Homewood campus. The project featured more than 31,000 square feet of commercial space including restaurants, retailers, and services, as well as 157 market-rate student apartments, and a 162-space paid parking structure.

Public Finance

Ballard Spahr served as disclosure counsel to the City and County of Denver in a $2.5 billion transaction to fund improvements to the Denver International Airport—the largest single airport bond issuance in U.S. history. The project was named 2018 Deal of the Year by The Bond Buyer. The funds are earmarked for capital improvement projects that include the addition of 39 new gates and redevelopment of the 1.2 million square-foot Jeppesen Terminal.

Ballard Spahr has provided special counsel, borrower's counsel and credit support counsel services for MedStar Health’s financings, dating back to 1983 and totaling more than $7 billion. MedStar Health is the largest healthcare provider in the Maryland and Washington, D.C. region. The system includes 10 hospitals, a research institute and a medical group.

Ballard Spahr served as bond counsel and remarketing agent’s counsel in four separate transactions in for The Delaware River Joint Toll Bridge, aggregating approximately $660 million. As part of our representation, we counseled the Commission on the limitations imposed by its bi-state federal compact on the types of projects they could undertake in and on behalf of its host communities. Ballard Spahr assisted the Commission in the creation of its then current general bond indenture and the re-structuring of its entire debt portfolio and financial and operating covenants.

Ballard Spahr represented the Chicago Housing Authority as issuer’s counsel in a general obligation bond issuance to fund renovations to their public housing portfolio. This $325 million dollar deal (comprised of both a tax-exempt and taxable series) was one of only a handful of such similar structures to be completed in the country. Although issued as a general obligation bond, no specific amounts were pledged to repayment. CHA intends to use its Section 8 Administrative Fees and public housing tenant rents to repay the debt.

Ballard Spahr lawyers have served as bond counsel to the Pennsylvania Higher Educational Facilities Authority on more than 15 deals for the benefit of the Pennsylvania State System of Higher Education.  Ballard Spahr has additionally acted as bond counsel to PHEFA in various issues of standalone revenue bonds for the University of Pennsylvania, Saint Joseph’s University, the University of Scranton, Widener University, Delaware Valley College of Science and Agriculture, and Thomas Jefferson University, among others.  These bond issues included new money and refundings.  The bonds included conventional fixed rate bonds, floating rate bonds with no liquidity facility, and floating rate bonds with standby bond purchase facilities or letters of credit. 

Through the Arizona Board of Regents, we have served as bond counsel for both Arizona State University (ASU) and Northern Arizona University (NAU), since at least 1990. Our work includes the issuance of the first ever lottery revenue bonds for both ASU and NAU.

Ballard Spahr served as counsel to So Others Might Eat, a District of Columbia nonprofit organization, in the financing of the construction of a 320,000 square foot green building which provides affordable rental housing, job training and health care in one facility. The approximately $80 million project involved legal advice relating to the issuance of tax-exempt bonds, use of low income housing tax credits, execution of two New Markets Tax Credit financings, review of a loan from the Department of Housing and Community Development and serving as borrower's counsel for an FHA insured loan. The project will provide 182 residential units for low-income tenants, along with an expanded employment center, a medical and dental health center, administrative offices for SOME, and some retail. The project included numerous sources of financing, including LIHTCs, NMTCs, and HUD-insured debt. The financing included working with three separate Community Development Entities.

Ballard Spahr represented The Children’s Aid Society (CAS), as borrower’s counsel in connection with a tax-exempt financing for a $40 million new headquarters facility in New York City.  CAS is one of the region’s largest non-profit providers of social welfare services.  Drawing on its expertise with financial transactions, corporate matters, non-profits, state laws, and securities laws, Ballard delivered legal opinions and provided assistance with the structuring of the tax-exempt bonds, New York state law issues, the review of transaction documents on behalf of CAS, and compliance with ongoing tax and securities law issues.

Real Estate Finance

Ballard Spahr represented the senior lender in a construction loan for a single-tenant corporate headquarters building in Indiana, which included a tax increment bond component.  This project involved the unique risks involved in a single-tenant project, a construction project and a project to be constructed both with loan funds as well as proceeds from a tax increment bond facility, which required a structure to coordinate the disbursement of proceeds from each component.

Served as counsel for a credit facility and mezzanine loan secured by a residential tower in New York involving low-income units, a 421-a tax abatement and low income housing tax credits.  We represented the lead bank and letter of credit issuer.

Ballard Spahr represented the lender in a construction loan for a New York City residential tower. This included land loan, building loan and project loan components. 

We represented a finance company in a $68.8 million financing originated for a portfolio of eight seniors housing communities, totaling 474 units in Kentucky, Tennessee, and Indiana.

The firm represented a private equity real estate investment fund formed by an affiliate of a national homebuilder and a global investment management firm in connection with a $76 million acquisition and site development loan for the development of 310 single-family residential lots, comprising the first phase of a 589-lot development.  Our work included all documentation and due diligence associated with the transaction and the underlying real estate and included assisting in the structuring of the transaction and then drafting and negotiating all relevant loan documents, including representing the fund in a subordination agreement with a national home builder under contract to acquire the improved lots on a rolling basis, which agreement included mutual notice, cure, and succession provisions.  The transaction also involved negotiation of an intercreditor agreement with the seller of the underlying real estate who, in connection with the installment sale of the land, was granted a pledge of the ownership interest in the developer/borrower requiring negotiation of certain notice, cure, loan assumption, and replacement guarantor provisions relating to the acquisition and site development loan.

Ballard Spahr represented a commercial bank, as agent and lender, in the origination and syndication of a $155 million A/B construction loan.  The loan was made on a joint and several basis to affiliated joint venture co-borrowers for the development of a high rise office building located within a waterfront redevelopment district as part of a mixed-use, multi-owner, master land development condominium.   Upon completion of the project, the sponsors will relocate their respective headquarters to the project.  In addition to advising on all facets of the origination and syndication of the financing, the engagement included review and guidance regarding various redevelopment agreements, the master condominium structure, three headquarter leases entered into under a master lease / sublease structure, and certain incentive programs including tax credits used to support a portion of the debt service payments.

Ballard Spahr has served and continues to serve as counsel to one of the nation's largest life insurance companies in numerous joint venture transactions for the development of warehouse properties throughout the United States. To date the projects have involved over $500 million and include formation of the ventures, acquisition of properties, construction contracts, construction loan documents, leases, and sales.

Commercial Finance

Ballard Spahr has represented PNC for over seven decades, including recently, representing the bank, as administrative agent, in a $600 million credit facility involving U.S, and foreign borrowers from the United Kingdom. We also represented PNC Bank, as Administrative Agent, in a $65 million secured asset based facility as part of a $355 million financing package to facilitate a private equity buy-out of a leading telecom services business.

Ballard Spahr represented a national banking association as the Administrative Agent in a syndicated senior secured multicurrency revolving credit facility to GP Strategies Corporation. The transaction involved not only U.S. borrowers, but also borrowers in England and Wales and was secured by domestic and foreign collateral.

Ballard Spahr represented Toll Brothers Inc. in an $800,000,000 Term Loan Facility with an accordion to increase to $1 billion. Timing on this facility was important because of timing to coincide with fiscal year end.

Ballard Spahr LLP represented a leading provider of engineering, procurement, construction management and validation services in the negotiation and closing of a $70 million senior secured credit facility with a syndicate of senior lenders led by Citibank, N.A., as the administrative agent. The proceeds of the facilities were initially utilized, in part, to (i) finance the acquisition of The Cardinal Group USA, LLC, (ii) refinance the client's then existing senior secured indebtedness and (iii) make a $40 million distribution to the client's private equity sponsor and its other equity holders. In addition, the proceeds of the credit facilities will be used for the client's and its subsidiaries' general business requirements.

Ballard Spahr represented the Administrative Agent in a syndicated senior secured revolving credit facility to a national service provider. The facility includes an $80 million accordion facility. Proceeds were used, in part, to fund an acquisition.

The firm represented a regional lender in a senior secured structured finance credit facility to a sponsor of first lien and second lien veterinary practice loans. The transaction required analysis of underlying collateral and unique management structure.

Ballard Spahr represented regional lender in a $28 million financing for a borrower engaged in sales, rental and servicing of equipment utilized in materials handling, power generation, construction, arborist and other markets in the Mid-Atlantic region. The credit facility included a $20 million full-dominion asset-based revolving credit and an $8 million term loan. The collateral included all business assets and mortgages on 5 properties in Pennsylvania and New Jersey. The transaction included the negotiation of intercreditor arrangements with major US and international equipment distributors.