Oregon Client Alert: Urgent – Action Needed to Preserve Private Activity Bonds
We handle a range of transactions, everything from: tax-exempt or taxable; fixed or variable rate; new money; refunding or working capital; credit enhanced or self-liquidity; rated or unrated; public offering or private placement; and everything in between. Our team addresses critical issues and collaborates with the entire working group to provide successful results for each Senior Living provider.
We regularly act as bond counsel, disclosure counsel, underwriter’s counsel and direct purchaser’s counsel for Senior Living finance transactions around the country. Our practice encompasses financings for nonprofit 501(c)(3) continuing care communities, retirement facilities, independent and assisted living facilities and skilled nursing facilities. In addition to specializing in financings for 501(c)(3) Senior Living providers under Internal Revenue Code Section 145, we also have a team that has extensive experience assisting for-profit senior housing providers with tax-exempt financings under Internal Revenue Code Section 142. For more information on our Housing Finance group, click here.
We have one of the largest nonprofit Senior Living and health care finance practices in the country. Our national practice allows us to develop document provisions, financing techniques and disclosure approaches, which reflect the evolving Senior Living climate – an arena where clarity and future flexibility are highly valued. We are regularly engaged to advise on whether and how a Senior Living provide can merge, affiliate, co-develop or joint venture under existing financing documents, or how to amend documents to do so. We participate in the negotiation of financial covenants common to Senior Living financings, including those with respect to meeting occupancy targets, establishing rates and maintaining asset levels. We assist Senior Living providers in understanding the tax and business issues raised by such covenants. We also have counseled Senior Living providers on how to address tax issues raised by contracts for management (such as the dining and retail space) and/or leasing of space in the facility to unrelated nonprofit or for-profit entities.
For a list of Senior Living providers that we have assisted with their financing needs – facilities in 12 states and the District of Columbia – please see “Our Engagements” below.
We have an experienced team of 25 lawyers and 10 project managers and paralegals in our Senior Living Finance group, Our team is located in Los Angeles, New York, Orange County, Portland, Sacramento, San Francisco, Seattle and Washington, D. C. We have over eight partners and two of counsel that have specialized in Senior Living finance for many years. As a result, our team can handle any size transaction and complex and evolving plans of finance.
Based on volume over the past five years, we rank nationally by Thomson Reuters as the number one bond counsel for Senior Living revenue bonds. Our market share and rankings reflect the number of Senior Living borrowers and underwriters who have come to rely on our team of lawyers, wide expertise in Senior Living finance and commitment to active, continual service to our clients and their interests.
Our Public Finance Tax group has extensive experience with the types of tax issues raised in Senior Living finance transactions, such as acquisition financings, refundings, derivatives, post-issuance compliance, use of management contracts, work-out financings, and IRS audit defense. 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 communication provides our Tax group with an up-to-date understanding of our regulators’ thoughts on evolving areas in senior living finance. Click here for additional information on Orrick’s Public Finance Tax Group.
Another feature that differentiates Orrick’s Senior Living finance practice is our special knowledge of 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.
Click here for information about the support from other practice areas, industry sectors and geographic regions, all of which are available to our clients. We offer comprehensive solutions, handling all aspects of a public finance transaction beyond traditional issues, including our Cybersecurity and Data Privacy practice, a specialty area critical to senior living facilities.
Click here for information about Orrick’s unique, wholly owned subsidiary, BLX Group LLC, which works with municipalities and nonprofits to effectively manage debt offerings and investments from original conception to final redemption.
Click here 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 2003 for bonds issued for the benefit of organizations managed by Pacific Retirement Services and its continuing care retirement communities. Organizations managed by Pacific Retirement Services have tax-exempt bonds outstanding aggregating more than $600 million.
Orrick has assisted the following Senior Living providers with their tax-exempt financings as bond counsel, disclosure counsel or underwriter’s counsel: