Since the inception of the practice at the firm more than 35 years ago, our lawyers have continually employed innovative financing techniques to achieve our clients’ objectives. We not only pioneered the use of public-private partnerships, special revenue, tax and assessment pledges, lease financings, tax and revenue anticipation vehicles, real estate secured loans, and moral obligation pledges and other subject-to-appropriation financings, we established the validity of these financing options through legislation, judicial validations and administrative interpretations.
More recently, we served as bond counsel on the first publicly offered Build America Bond (BAB) issuance on behalf of one of our university clients. We have developed unique leveraged pool bond structures to maximize borrowing capacity.
Our exposure to virtually every federal tax and securities law issue, coupled with the breadth of our state law experience, allows us to help our clients navigate virtually every type of municipal financing regardless of location, type of security, method of issuance or repayment mechanism.
With almost any development or crisis in the municipal finance arena, whether it was the rise of variable rate demand tender bonds, the ebb and flow of guaranteed investment contracts and repurchase agreements, the use of swaps and other derivative products, the collapse of the auction rate securities market or the evisceration of municipal bond insurance – and most recently, municipal defaults, the resurrection of the direct placement and twinning of multiple subsidies with tax-exempt debt, our lawyers have been at the forefront on developing strategies to address our clients’ needs. The volume of our work in both governmental and private activity bonds earns us consistent ranking among other top firms for public finance. The Bond Buyer, the daily newspaper of municipal finance, reported in its Southeast Annual Mid-Year Review issue that McGuireWoods was the No. 1 bond counsel firm by number of deals in the Southeast for the first half of 2012. The firm was ranked third in the Southeast for 2011. Notwithstanding our overwhelming presence in the Southeast and Mid-Atlantic, our lawyers have assisted clients on successful transactions from Alaska to Florida and nearly every state in between.
Our lawyers assist states, counties, cities, towns, economic development and pollution control authorities, housing authorities, community development authorities, service and utility authorities, sanitary districts, special taxing districts, joint powers authorities, public power agencies and other issuing entities in connection with the issuance of all types of obligations.
We have served as lessor’s counsel to national and regional lenders, including preeminent national bank leasing companies, on hundreds of transactions involving almost all equipment classes and real property in almost every state. Our experience ranges from common subject-to-appropriation lease structures to abatement leases to more complex and innovative lease structures. In Virginia, we pioneered a financing structure for real property using the same techniques that had previously been used to finance equipment. In Maryland, we served as lessor’s counsel in connection with the first lease-leaseback financings for real property improvements for school districts authorized by recent legislation. We also successfully developed a project financing lease structure to enable Maryland community colleges, entities without the authority to incur debt, to finance capital expenditures through related non-profit foundations. Most recently, we have used tax exempt lease structures to finance acquisition by state and local governments and 501(c)(3) hospitals and universities of energy savings equipment.
Our experience spans the universe of municipal capital projects and working capital financings for nearly every conceivable governmental and private activity project, including new money and refinancings of water and sewer systems, airport facilities, convention centers, docks, ports and wharves, secondary school and charter school facilities, private and public college and university facilities, vehicle fleets, non-profit 501(c)(3) entities, including educational, charitable and arts and cultural organizations, and the full range of renewable energy electricity producing and energy efficiency projects. Significantly, we devised structures to optimize the use of tax credits and direct pay subsidies, and the investment of the proceeds thereof, with qualified zone academy bonds, qualified school construction bonds, clean renewable energy bonds, qualified energy conservation bonds, recovery zone economic development bonds and BABs.
The services of McGuireWoods as bond counsel are backed by a strong commitment to excellence in the field of tax-related public finance matters. We have acted as lead counsel in almost every type of transaction, including construction and equipment financings, advanced and current refunding, gross refundings, cross-over refundings, tax-exempt entity leasing, escrow transactions (including restructuring), cash flow financings, working capital financings, variable rate and put bonds, capital appreciation bonds, conduit and other pass through transactions, industrial development and private activity bonds, interest rate swaps, commercial paper programs, tax increment bonds, revenue anticipation financings, tax-increment programs and various pool financings.
The federal tax law practice of the Public Finance Department arose from and continues to be driven forward by the needs of our clients. As tax-exempt financings have become more sophisticated and tax-oriented, so have we. We have developed the necessary experience to address the increasing number of IRS audits and enforcement actions.
Our practice with the IRS has increased in complexity, reflecting the increased complexity of bond financings. We have extensive experience working with the office of the IRS chief counsel regarding private letter rulings and with the IRS voluntary compliance program for tax-exempt financing. As the IRS has increased its audit and enforcement actions related to higher education and general government financings, we have cutting-edge experience in addressing IRS requests for information, audits and closing agreements.
Additionally, we have considerable experience with arbitrage rebate matters, including making all necessary calculations, preparing IRS ruling requests and providing guidance for the structuring of municipal transactions to comply with IRS regulations. Firm attorneys have prepared numerous rebate calculations, and our lawyers regularly advise issuers on compliance with rebate and arbitrage exceptions.
We have the depth and experience to handle efficiently the most sophisticated as well as the most routine federal tax law issues our clients face.