Nonprofit Corporations: Borrowing with Tax-Exempt Bonds
Lawyers in our Nonprofit practice have been providing legal counsel to nontraditional issuers such as corporations that are just now establishing nonprofit status, and to organizations that may not even have the assets to qualify for a tax-exempt bond issuance under typical circumstances.
We have acted as bond counsel for almost all of the tax-exempt financings for cultural institutions that have been done in New York and for numerous such financings in California. We also have extensive experience as bond counsel, underwriters’ counsel and institution counsel for colleges, universities, hospitals and other nonprofit organizations throughout the rest of the country.
As bond counsel to the Trust for Cultural Resources of the City of New York, we have participated in financings for the following:
We have also acted as counsel to the Museum of Modern Art with respect to certain issues arising in connection with its financings, and as counsel to Carnegie Hall with respect to the negotiation of the agreements with banks providing credit enhancement for its bonds. Our work for the Trust has also included participation in the drafting of amendments to the Trust’s enabling legislation, including the amendments sponsored by Lincoln Center in 1997.
Our work for cultural institutions also extends to the West Coast, where we have acted as bond counsel for financings for the following:
We regularly serve as bond, underwriter or disclosure counsel to a variety of social service organizations, such as the:
We also provide bond counsel services to nonprofit primary and secondary schools, such as:
In addition to working with nonprofit financings on behalf of cultural institutions, social service organizations, and primary and secondary schools, we have a national practice with respect to nonprofit financings on behalf of colleges and universities as well as health care organizations.
All of the above-referenced financings have included fixed rate bonds, variable rate bonds and auction rate bonds. Credit enhancement and liquidity support have included letters of credit, bond insurance and standby bond purchase agreements. Projects have included construction of new facilities, renovation of existing facilities and the purchase of equipment and financing of operating expenses during periods of development. We have participated in the negotiation of financial covenants, including those with respect to meeting fundraising targets, establishing rates at particular levels and maintaining certain asset levels, and are fully aware of the tax issues raised by certain covenants. We have helped fashion covenants to satisfy the requirements imposed by credit enhancers while balancing the competing limitations imposed under the federal tax code. We have also addressed the tax issues raised by contracts for the management of certain areas of a project (such as the dining and retail space) by a for-profit entity and leasing of space in the project to other unrelated not-for-profit or for-profit entities. We have worked to allocate institution equity to those portions of a project most likely to be used by for-profit entities.