Call for Comments on Proposed SEC Amendment to Rule 15c2-12
We regularly act as bond counsel, disclosure counsel, underwriters counsel and direct purchaser’s counsel for health care finance transactions around the country. We have been specializing in health care finance since the early 1980s. Our practice encompasses financings for nonprofit 501(c)(3) health care systems, hospitals, clinics (including federally qualified health centers), retirement facilities, skilled nursing facilities, proton therapy centers and blood banks, as well as public health care providers.
We are long-standing members of the finance teams for many of the most active borrowers of health care bonds in the nation, such as Adventist Health System/West, Ascension, Catholic Health Initiatives, Dignity Health, Kaiser, North Shore – Long Island Jewish Health System, NYU Hospitals Center, SSM Health Care and Sutter Health, among others. Our national health care finance practice has provided us many opportunities to work with issuers across the country. In fact, we have acted as bond or underwriter’s counsel for health care revenue bonds issued by issuers in 37 states and the District of Columbia.
Our extensive national health care finance practice allows us to develop document provisions, financing techniques and disclosure approaches that reflect the current evolving health care climate in which clarity and future flexibility are highly valued. We literally wrote the book on master indenture financings, a frequently used credit and financing vehicle in health care financings, starting with the first master indentures developed in the late 1970s. Since then, we have been leading the innovation of master indentures from joint and several liability of a single obligated group to corporate control structures with obligated groups and designated affiliates that work for, and are used by, the largest nonprofit health care systems in the country. We are regularly engaged to advise on ways to accomplish a borrower’s objectives to merge, affiliate or enter into new business lines under existing financing documents, or ways to amend documents to provide such ability.
We have a large and experienced team of 25 lawyers and 10 project managers and paralegals in our Health Care Finance group located in Houston, Los Angeles, New York, Orange County, Portland, Sacramento, San Francisco, Seattle and Washington, D.C. Our team includes lawyers that have specialized in health care finance for many years. As a result, our team can handle any size transaction and complex and evolving plans of finance.
Based on volume, we rank nationally as one of the top bond counsel and underwriter’s counsel for health care revenue bonds. In 2015, we had a combined 21 percent market share as bond counsel and underwriter’s counsel for health care financings. We believe our market share and rankings reflect the number of health care borrowers and underwriters that have come to rely on our team of lawyers, wide expertise in health care finance, and commitment to active, continual service to our clients and their interests.
Our Public Finance Tax group has extensive expertise in and experience with the types of tax issues raised in health care finance transactions, such as acquisition financings, refundings, derivatives, post-issuance compliance, work-out financings and IRS audit defense. Moreover, members of the Public Finance Tax group are regularly in contact with officials at the Bond Branch of the IRS Chief Counsel Office and Treasury. This ongoing contact provides our Tax group with an up-to-date understanding of our regulators’ thoughts on evolving areas in health care, such as Accountable Care Organizations and the impact of the Affordable Care Act on physician service agreements. Public Finance Tax page for additional information on our Public Finance Tax group.
We understand that the disclosure practice in health care finance is closely aligned with the SEC rules for the corporate market. Another feature that differentiates our health care finance practice is our experience in federal securities law; disclosure (Rule 10b-5); continuing disclosure (Rule 15c2-12); municipal advisor rules; SEC investigations and enforcement actions, and intersection with the securities laws that apply to private placements (Rule 144A and Reg D); and tender offers. Our long-standing former colleague Bob Fippinger, now Chief Legal Officer of the MSRB, is the author of the leading treatise on public finance disclosure, The Securities Law of Public Finance.
See our Public Finance practice for information about the support from other practice areas, industry sectors and geographic regions, all of which is available to advise our clients in all aspects of a public finance transaction beyond traditional issues, such as our Cybersecurity and Data Privacy practice, a specialty area critical to health care providers.
See our Public Finance page for information about our unique, wholly owned subsidiary, BLX Group LLC.
See our Public Finance page for information about our post-issuance compliance services, including preparation of a final allocation of bond proceeds and non-bond proceeds, private use review, and assistance preparing Schedule K to the Form 990 Tax Form for 501(c)(3) organizations.
For additional information about Orrick’s Public Finance practice, please contact [email protected].
Bond Counsel since 1983 for bonds issued for the benefit of Adventist Health System/West and affiliates. Adventist Health System/West has tax-exempt bonds outstanding aggregating more than $1 billion.
Bond Counsel for bonds issued for the benefit of Ascension and affiliates since its formation in 1999, and on transactions for its predecessor Daughters of Charity National Health System since 1982. Ascension has tax-exempt bonds outstanding aggregating more than $4.5 billion.
Underwriters’ Counsel for bonds issued for the benefit of Catholic Health Initiatives and affiliates since its formation in 1997. Catholic Health Initiatives has tax-exempt bonds outstanding aggregating more than $4.8 billion and taxable bonds outstanding aggregating more than $2 billion.
Underwriters’ Counsel since 1985 for bonds issued for the benefit of Dignity Health and affiliates. Dignity Health has tax-exempt bonds outstanding aggregating more than $3.6 billion and taxable bonds outstanding aggregating more than $1.4 billion.
Bond Counsel since 1983 for bonds issued for the benefit of Kaiser and affiliates. Kaiser has tax-exempt and taxable bonds outstanding aggregating more than $7 billion.
Underwriters’ Counsel since 2002 for bonds issued for the benefit of SSM Health Care and affiliates. SSM Health Care has tax-exempt bonds outstanding aggregating more than $1.5 billion.
Bond Counsel since 1983 for bonds issued for the benefit of Sutter Health and its affiliates. Sutter Health has tax-exempt bonds outstanding aggregating more than $3.4 billion.
Bond Counsel for bonds issued for the benefit of the following health care entities, among others:
Underwriters’ Counsel for bonds issued for the benefit of the following health care entities, among others:
Orrick also acts as one of two bond counsel firms for bonds issued by the Washington Health Care Facilities Authority.