Tax Issues When Fixing Rate and Fee Adjusters in Tax-Exempt Loans
Jenna Magan is a Partner in Orrick's Public Finance Department and is the chair of the Public Finance Department's Higher Education and Healthcare Practice Group. She has completed several hundred public finance transactions, providing her with a broad expertise in a number of public finance practice areas.
Jenna has worked on virtually all structures available in public finance, including fixed and variable, tax-exempt and taxable, insured (including FHA mortgage insurance), letter of credit (including FHLB wraps) and liquidity supported bonds, conversions, restructurings and reofferings, senior/subordinate, capital appreciation and convertible capital appreciation bonds, securitizations, project finance, direct purchases, bank-qualified transactions and 144A offerings.
Since joining Orrick in 1992, Jenna has acted as bond, disclosure, underwriter's, bank/direct purchaser’s and issuer's counsel for the following types of transactions.
Healthcare, Senior Living and Other 501(c)(3) Financings. Healthcare borrowers include large and small healthcare providers, systems and stand-alone facilities, federally qualified health centers, non-profits and hospital districts. Jenna's healthcare borrowers include Cedars-Sinai Medical Center, Children's Hospital Los Angeles, Rady Children's Hospital San Diego, Lodi Memorial Hospital, Henry Mayo Newhall Memorial Hospital, Delano Regional Medical Center, Methodist Hospital of Southern California and Tucson Medical Center.
Senior living borrowers include CCRC's, independent living facilities, assisted living facilities and skilled nursing facilities. Jenna's senior living borrowers include Front Porch, The Episcopal Home, On Lok Senior Health Services, California-Nevada Methodist Homes, Paradise Valley Estates, Northern California Presbyterian Homes and Services, Air Force Village West and La Loma Senior Living Services.
Other 501(c)(3) borrowers include universities and primary and secondary educational facilities, research facilities, theatres and museums. Jenna's higher education borrowers include the University of Pacific and La Sierra University and primary and secondary education providers include Sonoma Country Day School, Live Oak School and Drew College Preparatory School. Jenna also acted as counsel on transactions for research facilities such as the House Ear Institute.
Local Government Lease, Enterprise (Water, Wastewater, Airport, Solid Waste), Pension Obligation and Short-Term Financings. Jenna's clients include the County of Sacramento (including the Sacramento County Airport System), the Sacramento Regional Sanitation District, the Sacramento Area Sanitation District, the Sacramento Flood Control Agency, the Sacramento Housing and Redevelopment Agency, the Sacramento Transportation Authority and the City of Turlock (water and sewer).
State of California Bond Financings. Jenna works with Bob Feyer and Justin Cooper in acting as bond counsel and disclosure counsel to the State of California for its general obligation bond program, the Economic Recovery Bonds and other State financings.
Hotel Financings. Jenna has represented issuers, hotel owners and hotel operators in hotel financings, including the Overland Park, Kansas Convention Center Hotel (initial issuance and refunding); City of Vancouver, Washington Conference Center and Hotel; and the Phoenix, Arizona Convention Center Hotel. Jenna co-authored a widely used pamphlet entitled "Hotel Projects: Financing with Tax-Exempt Bonds" and a Public Finance Update entitled "Hotel Financing Opportunities: The American Recovery and Reinvestment Act of 2009" informing market participants of the new opportunities offered under the Recovery Act. Jenna works with Mike Liever, a Partner in Orrick's Real Estate Department, to advise hotel owners or hotel operators on the terms of hotel management agreements, pre-opening service agreements and technical service agreements relating to publicly owned hotels.
Tobacco Securitization Financings. Jenna has acted as bond counsel on a number of tobacco securitization financings (and related refundings), including tobacco securitizations for the counties of Sacramento (the first tobacco securitization involving a California County), San Diego and Riverside; Guam; and the State of California.
Swap Agreements. Jenna has represented a number of issuers in negotiating swap agreements (both integrated and not) involving over $1 billion aggregate notional amount as well as assigning, novating or terminating swap agreements. Jenna has also assisted issuers in developing swap policies.
Post-Issuance Compliance. Jenna advises issuers and borrowers about the tax and covenant related compliance issues for outstanding tax-exempt bonds. Jenna has participated in webinars on the topic of post-issuance compliance and the new Schedule K to the Form 990 and has provided a number of post-issuance compliance trainings to clients.