Municipal Finance



"They're terrific - they're very reliable and extremely responsive." "They have a deep understanding of our business." "I have found their work to be incredible."
Chambers USA, 2013, NJ and CT Corporate/M&A

Members of the Municipal Finance practice group represent state and local governments, government authorities, underwriters, borrowers, corporate trustees and banks and financial institutions that provide credit support to financing transactions.

We have been a nationally recognized bond counsel for over half a century. Our offices in Hartford, Boston and New York are included in the listings of municipal bond attorneys in the current edition of The Bond Buyers Municipal Market Place (The Red Book). We were ranked by The Bond Buyer as the number one bond counsel in Connecticut in 2013.

We have been involved in more than 150 financing transactions in a single year. While many of our financings are in Connecticut, we have been engaged in financings throughout New England and the United States. The Municipal Finance practice group consists of a team of dedicated attorneys and specially trained finance paralegals and legal assistants. In addition to lawyers who focus on municipal finance, we involve other lawyers from within the firm in various municipal finance transactions to fulfill our clients' needs.

Our municipal finance lawyers have been leaders in advising our clients on the latest developments in tax, securities and finance law that impact their financing programs, in drafting legislation and in speaking on current topics at seminars. Some of our presentations have taken the form of plays and real life dramas, such as the "Are You Smarter Than a Bond Lawyer?" presentation of recent public finance disclosure issues to the Connecticut Government Finance Officers Association and the "Our Town Financing Follies" presentation on current finance, SEC and tax issues at a New England Government Finance Officers Annual Conference.

Lead Bond Counsel

We organize and manage both simple and complex transactions. As lead bond counsel for the state of Connecticut, we organize up to eight other bond counsel firms on each financing. Our goal is to find the most efficient and timely method to complete the bond issue. Representative financings include:

  • $450 million taxable general obligation build America bonds (direct payment) of the State of Connecticut.
  • $2.276 billion pension obligation bonds of the State of Connecticut; marketed in the United States, Europe and Asia; listed on the Luxembourg Stock Exchange; included Serial Bonds, Capital Appreciation Bonds, and Stepped Coupon Bonds; largest issue in state history.
  • $904.6 million general obligation bonds of the State of Connecticut with separate tax counsel, eight series bond counsel and underwriters counsel; new money and advance refunding; inflation indexed bonds and interest rate swap.
  • $196 million initial public offering of revenue bonds for a regional water authority to acquire a private water utility, finance improvements and gross defease the water utility's debt.

Disclosure

We have advised and provided seminars on current disclosure issues, including use of websites and electronic disclosure. The State of Connecticut appointed us its sole disclosure counsel to rewrite its Official Statements and to establish a Disclosure Management System to ensure the accuracy and completeness of its disclosures. We prepared legislation in Connecticut to ensure that state and local government issuers are authorized to comply with SEC Disclosure Rules. Representative financings include:

  • $100 million State of Connecticut variable rate demand bonds with a standby bond purchase agreement for liquidity support.
  • $68 million solid waste revenue refunding bonds (Ogden Martin Systems of Bristol, Inc. Project), with a forward purchase to currently refund prior Connecticut Development Authority issues with bonds of the Bristol Resource Recovery Facility Operating Committee.

Legislation

New financing programs and structures often require detailed implementing legislation. We have drafted legislation authorizing student loan bonds, conduit bonds for the State University System backed with a state reserve fund guaranty, pension deficit bonds, swaps, state assistance to municipalities in financial distress, conduit financings, public takeovers of private utilities, regional education service center and water and health district financings and reorganization of Connecticut's departments of housing and economic development. Representative financings include:

  • $50.5 million revenue bonds and $48.5 million revenue refunding bonds in conduit financings by the Connecticut Health and Educational Facilities Authority for the Connecticut State University System, including legislation providing for the use of a State special capital reserve fund to support the bonds.
  • $14.5 million conduit financing by a town for a private high school, including legislation providing clarifying the use of participating town guarantees to enhance the financing.
  • $740,000 financing through the U.S. Department of Agriculture to finance Regional Health District offices, including legislation clarifying the authority of Connecticut regional health districts to issue bonds.
  • $6.65 million financing for a Regional Education Service Center, the first publicly sold and rated bond issue by a RESC including legislation to strengthen the credit and enable the financing to be issued as rated debt.

Tax

We prepare tax compliance agreements and review those prepared by other bond counsel. We have successfully commented on revisions to various IRS regulations and continually advise on compliance with tax requirements and rebate. Representative financings include:

  • A $1.9 million taxable remediation financing permitting a town to undertake certain uses of a tax-exempt bond-financed open space and recreational purposes land acquisition which might otherwise jeopardize the tax-exemption of the original bonds.
  • $59.7 million conduit revenue bonds for a college for both new money projects and to advance refund two prior issues.
  • One of the first tax-exempt Indian tribal financings, consisting of $10 million variable rate demand bonds and $7.2 million tax exempt notes to acquire a manufacturing plant.
  • $22.4 million town general obligation bonds, including current refunding, advance refunding and new money bonds.

Financing Program Authorization

We have structured various financing programs, including a program for a state authority to finance student loans annually under a master bond resolution and prototype financing documents for a city's industrial development bond program. Representative financings include:

  • $25 million revenue and revenue refunding bonds for a student loan authority.
  • Various industrial development bonds for a variety of manufacturing and other uses.

Other Municipal Guidance

Members of the Municipal Finance practice group also work with municipal corporation counsel and attorneys from other areas in the firm to assist municipalities in addressing important issues not directly related to finance including charter revision, environmental concerns, ordinance drafting, election law compliance, freedom of information compliance, architect and construction contract reviews, and specialized litigation.