Experience

Experience

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 gates and redevelopment of the 1.2 million square-foot Jeppesen Terminal.
Ballard Spahr has a long and successful history of working on bond financings across the nation for municipalities. Our team of attorneys routinely assist municipalities on transactions as part of our bond counsel, underwriter’s counsel, and special tax counsel services. Over the past five years, Ballard Spahr attorneys have provided counsel for municipalities across the country aggregating more than $2.9 billion. These transactions have supported water and sewer, roads and highways, public infrastructure, and other capital improvement projects financed through general obligation bonds, revenue bonds, lease-purchase agreements, certificates of participation, Qualified Energy Conservation Bonds, special assessment bonds, and refunding bonds.
Ballard Spahr has represented the Delaware River Port Authority (DRPA) or its underwriters in connection with the issuance of more than $1.2 billion in revenue bonds, including the issuance of approximately $780 million of revenue bonds and more than $430 million of port district project bonds and refunding bonds. The proceeds of these bonds were utilized to finance economic development within the port district and constituted general obligations of the DRPA, and were not supported by a pledge of bridge system tolls. These bonds included tax-exempt bonds and federally taxable bonds, and were issued for a wide range of projects, including new capital projects and refundings of previous financings. In the course of these financings, we became familiar with the DRPA, the bi-state compact under which it is formed, its facilities, and its operations.
Ballard Spahr has served as bond counsel to the Arizona Board of Regents (ABOR) for more than 30 years. In the last 10 years, we have participated as bond counsel in 22 Arizona State University financings totaling more than $1.9 billion. In the last 10 years, we have also served as bond counsel to Northern Arizona University for 13 financings totaling more than $533 million.
Ballard 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 that closed in July 2010. 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. The RRIF Loan was a subordinate loan to a TIFIA loan that was closed simultaneously with the RRIF Loan. The RRIF Loan was backed by a bond from the Regional Transportation District as well as a moral obligation commitment from the City of Denver. During the course of our representation, we restructured the intercreditor arrangements between the various lenders involved and drafted various documents required, including the Master Indenture, RRIF Loan Agreement, and promissory note.
As special counsel to the Transportation Infrastructure Finance and Innovation Act (TIFIA) Joint Program Office, Ballard Spahr attorneys were involved in the rehabilitation and expansion of the Farley Post Office and the Pennsylvania Railroad Station in New York City. The Port Authority of New York and New Jersey sponsored the project, which also involved Amtrak and the United States Postal Service.
Ballard Spahr served as finance/bond counsel to the Pennsylvania Department of Transportation (PennDOT) in the Pennsylvania Rapid Bridge Replacement Project, a P3 initiative that involves the replacement of 558 structurally deficient bridges across the Commonwealth over a three- to four-year period. The estimated cost of the project is approximately $1.1 billion and is paid with construction contributions by PennDOT, equity from the private concessionaire selected as the winner (a single-purpose entity controlled by Plenary Group and affiliates of Walsh Investors), and the proceeds of tax-exempt private activity bonds (PABs). The Rapid Bridge Replacement Project uses the “availability” payment structure as a key source of financing. Under the P3 agreement, PennDOT agrees to make project payments to the contractor covering operation and maintenance responsibilities, debt service on the PABs and a return on equity, but those payments are subject to the availability of sufficient appropriated funds and further subject to reduction based on each bridge that is not available for use as contemplated in the P3 agreement.
Ballard Spahr represented The Children’s Aid Society (CAS) as borrower’s counsel in connection with tax-exempt financing for a $40 million new headquarters facility in New York City. CAS is a New York City–based non-profit, and one of the region’s largest non-profit providers of social welfare services. In connection with the transaction, and drawing on expertise with finance transaction, corporate matters, non-profits, state law, 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.
With the Arizona Board of Regents, we have served as bond counsel for Arizona State University (ASU) and Northern Arizona University (NAU) since 1985 and 1990, respectively. Our work includes the issuance of the first lottery revenue bonds for both ASU and NAU. Our most recent transaction is ASU’s $194,450,000 issuance consisting of $125,005,000 System Revenue Bonds, Series 2019A (Green Bonds) and $69,445,000 System Revenue Bonds, Series 2019B.
Ballard Spahr has served as New Markets Tax Credit (NMTC) tax counsel to Finance New Mexico, LLC (FNM), a subsidiary of New Mexico Finance Authority, in their application for and deployment of $246,000,000 of NMTC. Like DCHE, FNM is controlled by a government entity with considerable sophistication in financing transactions. With respect to restructuring, Ballard Spahr was CDE counsel on an NMTC financing for a business that went into foreclosure. The amount of proceeds received from the sale at foreclosure, which was considerably smaller than the original loan from the CDE, was reinvested in a manufacturing facility with approximately four years remaining in the NMTC compliance period. Ballard Spahr was counsel for the unwind of this transaction done in two stages to accommodate the tax position of the investor. The first step in 2016 involved the sale of the QLICI loan, and the second stage involved using the cash from the sale of the loan two months later in January 2017 to redeem the investment fund’s interest in the Sub-CDE.