Solutions. Public Finance. Serving the legal and financing needs of the public sector. Nationally recognized practice

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1 Public Finance Solutions Serving the legal and financing needs of the public sector From mass transit and hospitals to baseball stadiums and housing, Nixon Peabody s public finance practice has earned a national reputation for innovative work in the financing of a wide range of municipal and infrastructure projects. Participants in the municipal market, whether state or local government agencies, conduit borrowers, underwriters or credit support providers, need attorneys who are knowledgeable about the nuances and complexities unique to public finance and who are creative and experienced in raising capital in all market conditions. Nationally recognized practice Nixon Peabody is a nationally recognized bond counsel firm with more than 30 years of experience in all areas of public finance. The firm s public finance practice is one of the largest in the nation with approximately 35 bond and tax attorneys. Our diverse backgrounds and commitment to teamwork and client service have earned us recognition as one of the foremost public finance law firms in the country. We have a proven track record of providing effective transaction management and creative financial structuring assistance to our clients. We understand the unique challenges in this marketplace, and work closely with our clients to find innovative yet practical solutions tailored to meet their specific needs.

2 Nixon Peabody s public finance attorneys develop and implement programs that effectively address governmental needs and meet the changing demands of the financial markets. Since 1996, the firm has been consistently ranked among the top ten bond counsel and underwriter s counsel firms in the country. Ranked among the top ten The firm has been consistently ranked by Thomson Reuters among the top ten bond and underwriting firms since In 2011, Thomson Reuters ranked Nixon Peabody s Public Finance group the sixth most active underwriters counsel in the nation with 45 transactions totaling $7.6 billion, and the seventh most active bond counsel in the nation with 57 transactions totaling $7.5 billion. In 2010, the firm was the most active underwriter s counsel with 86 transactions totaling $19.6 billion and the sixth most active bond counsel with 54 transactions totaling $13 billion. We are also ranked highly as disclosure counsel: in 2011 we were ranked seventh in the nation with 18 transactions totaling $3.0 billion. Comprehensive bond experience Our work with clients includes transactions involving virtually every area for which state and local governmental entities issue debt securities. We are experienced in all aspects of structuring, documenting, negotiating, and closing financial transactions for the following: Continuing care, assisted, and assistive living facilities Educational facilities Health care facilities Hotels and convention centers Industrial, civic, and economic development projects Military housing Multi-family and single family housing Municipal improvement projects Museums and cultural institutions Public power and electric cooperatives Renewable energy Solid waste facilities Sports stadiums and arenas Student loans Tobacco securitizations Transportation projects, including airports, bridges, tunnels, toll roads, mass transit, and ports Water and wastewater facilities 2 Public Finance Solutions

3 Award-winning practice Our work on public finance transactions has received national recognition as evidenced by the following: Bond Counsel on The Bond Buyer s 2011 Deal of the Year, the Commonwealth of Massachusetts $1 billion Accelerated Bridge Program Diverse roles and broad geographic coverage Our Public Finance practice serves as bond counsel; disclosure counsel; issuer s counsel; counsel to underwriters and private placement agents; derivatives counsel; special tax counsel; counsel to bond insurers, banks, and other financial institutions providing credit and liquidity support for public finance transactions; rating agency counsel and counsel to corporate and nonprofit obligors in conduit financings. We work with clients in nearly every state in the nation, as well as the District of Columbia and Puerto Rico. With public finance attorneys in Boston; New York; Providence; Rochester; Washington, DC; Los Angeles; and San Francisco, Nixon Peabody provides a nationwide network with a local focus. The strength of an international law firm Nixon Peabody has offices located in 17 cities throughout the United States and internationally including: Underwriters counsel on The Bond Buyer s 2009 Deal of the Year, the $963.3 million Metropolitan Washington Airports Authority Dulles Toll Road Revenue Bonds, Series 2009 (Dulles Metrorail and Capital Improvements Projects) Underwriters counsel on The Bond Buyer s 2008 Deal of the Year, the $384.5 million Puerto Rico Housing Finance Authority Capital Fund Modernization Program Subordinate Bonds (Puerto Rico Public Housing Projects), Series 2008 TIFIA counsel on The Bond Buyer s 2008 Non- Traditional Innovative Financing Deal of the Year, Capital Beltway Purchasers counsel on Project Finance Magazine s 2007 North American Leisure Deal of the Year, the New Meadowlands Stadium financing for the Giants and Jets NFL teams Developer s counsel on Project Finance Magazine s 2007 North American Infrastructure Deal of the Year, Trans Bay Cable Bond counsel on The Bond Buyer s 2006 Deal of the Year, the New York City Industrial Development Agency s $1.59 billion in bonds to finance the New York Mets and Yankees stadiums Albany, NY Boston, MA Buffalo, NY Chicago, IL Hong Kong, China London, UK Long Island, NY Los Angeles, CA Manchester, NH New York, NY Paris, France Providence, RI Rochester, NY San Francisco, CA Shanghai, China Silicon Valley, CA Washington, DC 3

4 Representative investment banking clients Barclays Capital Inc. Bank of America/Merrill Lynch B.C. Ziegler and Company Citigroup Global Markets E.J. De La Rosa & Co., Inc. George K. Baum & Company Goldman, Sachs & Co. Herbert J. Sims & Company, Inc. Jefferies and Company, Inc. JP Morgan Securities LLC Morgan Keegan & Company Morgan Stanley RBC Capital Markets Raymond James & Associates, Inc. Roosevelt & Cross Inc. Samuel A. Ramirez Incorporated Stone & Youngberg Wells Fargo Bank, N.A. Representative issuer clients American Municipal Power Bay Area Toll Authority CapX 2020 Utilities City of Long Beach, California City of Los Angeles, California City of San Diego, California Commonwealth of Massachusetts County of Alameda, California County of Loudoun, Virginia Dormitory Authority of the State of New York Educational Funding of the South, Inc. Federal Highway Administration, U.S. Department of Transportation Federal Railroad Administration, U.S. Department of Transportation Florida Municipal Power Agency Government Development Bank for Puerto Rico Lloyds TSB Bank Plc Los Angeles County Metropolitan Transportation Authority Mass Development Metropolitan Transportation Authority Metropolitan Washington Airports Authority Metropolitan Waster District of Southern California Municipal Electric Authority of Georgia New York City Industrial Development Agency New York State Housing Finance Agency Port of Oakland, California Prairie State Generating Company, LLC Rhode Island Clean Water Finance Agency Southern California Public Power Authority Suffolk County Industrial Development Agency Town of Hempstead Industrial Development Agency Western Massachusetts Electric Company 4 Public Finance Solutions

5 Broad-based financing experience We help our clients successfully complete transactions with all of the varied securities and structures prevalent in the public finance marketplace, including: Traditional general obligation bonds, special tax bonds, revenue bonds, special obligation bonds, industrial development bonds, tax increment bonds, and recovery zone bonds Bond, grant, revenue, and tax anticipation notes and warrants Special assessment, Mello-Roos, and redevelopment agency bonds Subordinate lien financings Variable rate debt, multimode floaters, inverse floaters, auction rate bonds, and tender option bonds Zero coupon and capital appreciation bonds Innovative financing techniques Asset-based securities Synthetic refunding bonds, warrants, and other forward products Commercial paper and pooled loan programs Certificates of participation and financing leases Interest rate swaps and other derivative products Build America bonds Qualified zone academy bonds Our goal is to provide clients with creative, innovative solutions that work. We have been instrumental in the development of various investment products used in bond transactions, such as debt service reserve fund agreements, forward supply escrow reinvestment agreements, repurchase agreements, and guaranteed investment contracts. We regularly participate in the creation and implementation of innovative products and programs. Examples include sales tax certificates, privatizations of government-owned facilities, payment in lieu of taxes (PILOT) structures, the securitization of tobacco settlements, and the empowerment zones program. We help clients find the best possible solutions to their financing needs in changing, often turbulent markets. We have been involved in federal stimulus finance programs through numerous issuances of Build America Bonds, as well as through our representation of the U.S. Department of Energy on its Loan Guarantee Program, which provides funding for clean energy projects that use innovative technologies. 5

6 Our attorneys are widely recognized for their knowledge and creativity in dealing with public finance and federal tax law. The firm s attorneys are also among the nation s foremost legal authorities in transactions involving the low income housing tax credit, the new markets tax credit, the historic rehabilitation tax credit, and renewable energy tax credits. The credits play an important role in the financing and development of affordable housing, historic preservation, and green development projects, as well as commercial and mixed-use real estate in low income communities. In addition, we have been heavily involved in the development of the clean renewable energy bond program and are very knowledgeable in the area of tax credit bonds. Finally, we have experience drafting and assisting with the legislative presentation of constitutional amendments and enabling legislation, as well as ordinances, resolutions, and local laws. Our tax attorneys have been called upon frequently to analyze the tax aspects of new financing techniques and often provide refinements that not only bring the techniques into compliance with federal tax law but make them more attractive to the market. Tax proficiency A distinguishing feature of Nixon Peabody s public finance practice is the depth of our tax law experience and capabilities. We have several experienced tax attorneys who function exclusively as 103 lawyers, have broad experience with all of the varied structures used in the public finance industry, and have worked on virtually every type of financing in the tax-exempt market. In addition, our 103 lawyers are supported by a group of tax lawyers with expertise in other areas, including nonprofit organizations, partnership and corporate tax, expertise that often is necessary to fully analyze public finance transactions. Our tax lawyers do not just maintain contact with Internal Revenue Service and U.S. Treasury Department officials; we literally wrote many of the rules and regulations while working for both the IRS and Treasury and have relationships with federal tax officials at all levels of government. Our tax lawyers have developed an administrative, regulatory and legislative practice that is unmatched by any other firm. Our 103 attorneys have obtained numerous favorable private letter rulings from the IRS and have successfully represented associations like the Large Public Power Council, the American Public Gas Association, and the Government Finance Officers Association, as well as individual issuer clients. 6 Public Finance Solutions

7 Omnicap Group LLC The firm has teamed with the Omnicap Group LLC to provide comprehensive tax compliance, arbitrage rebate, and investment advisory services to municipal issuers and conduit borrowers. Issuers and conduit borrowers receive timely and accurate reports on their arbitrage rebate liabilities and an opinion from the firm that their reports have been prepared in accordance with the Internal Revenue Code and its regulations. Issuers and conduit borrowers receive the completed IRS forms to accompany their payment, if required. Derivative products Nixon Peabody has long been in the forefront in the use of derivative products in the public finance market. We have experience with a broad range of hedges such as interest rate swaps, caps, options, forwards, swap guarantees, termination agreements, swaptions, and credit default swaps, along with commodity, total return, and currency swaps. We are fully versed in the tax aspects of integration and super-integration and have developed guidelines for lenders to assist their review of the use of derivative products. We also have experience assisting our clients in working through the challenges created by the bankruptcy filings of their swap counter parties or related credit support providers. Liquidity and credit facilities Nixon Peabody is one of the leading firms in the representation of commercial banks, both foreign and domestic, that provide credit and liquidity facilities in support of bonds, notes and other debt issued into the municipal market. The commercial banks represented by Nixon Peabody include the most prominent lenders in the field, such as Bank of America, JPMorgan Chase Bank, N.A., Royal Bank of Canada, and U.S. Bank National Association. The projects for which the firm serves as bank counsel range the entire spectrum of the municipal market. Few firms can match the depth, transactional experience, and problem-solving ability that our tax lawyers bring to our bond counsel and underwriters counsel representations. 7

8 Full-service capabilities Our Public Finance practice is complemented and supported by the talents and depth of a large, full-service law firm with approximately 700 attorneys working across our extensive range of practice areas. To ensure our clients the best possible representation, the group regularly partners with firm attorneys whose practice is dedicated to other areas such as affordable housing, corporate law, securities, financial services, bankruptcy and financial restructuring, antitrust, litigation and dispute resolution, real estate and community development, federal and state tax, regulatory, energy, environmental, labor and employment, health care, higher education, arts and cultural institutions, and nonprofit organizations. Contacts: Michael Vaccari mvaccari@nixonpeabody.com Mitch Rapaport mrapaport@nixonpeabody.com About Nixon Peabody Nixon Peabody LLP helps clients navigate complex challenges in litigation, real estate, corporate law, and finance. With approximately 700 attorneys throughout the U.S., Europe, and Asia, their focus is on working collaboratively to serve clients ranging from large corporations and financial institutions to entrepreneurs and private individuals. Employing innovative and client-centered approaches, the firm helps to anticipate and capture opportunities, prepare for and manage risks, protect intellectual property, and forecast and overcome obstacles. Nixon Peabody is committed to the clients it serves, the communities in which it serves them, and the diverse professionals who have helped make it a Best Law Firm and A Best Place to Work. This material may be considered advertising under certain rules of professional conduct. The content should not be construed as legal advice, and readers should not act upon information in this publication without professional counsel. Copyright 2012 Nixon Peabody LLP. All rights reserved.

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