Webinar: Advance Refunding Substitutes and Related Issues

The Bond Buyer
April.19.2018

The recent tax law changes generally eliminated the ability to issue tax-exempt bonds to advance refund outstanding bonds. Are there substitute structures that can be used without further IRS or Treasury guidance to achieve some of the same results? What about advance refunding taxable bonds and build America bonds under current law? What are the considerations for structuring new bonds in light of the change in law? Please join Orrick’s tax and bond lawyers for a discussion about certain of the options that are available to municipal issuers and borrowers, including the tax and securities law issues for new and revitalized financing tools and techniques and important issues for investment bankers and financial advisors.

Charles C. Cardall Partner, Tax

San Francisco

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D:+1 415 773 5449
E: [email protected]

Practice:

Finance Sector
Tax

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Charles C. Cardall Partner

San Francisco

He also has legal experience relating to both charter schools and the federal income tax classification of governmental and quasi-governmental entities. He has consulted on thousands of tax-exempt, build America and tax credit bond issues and has developed deep knowledge in almost every tax aspect of municipal finance. Private activity bonds for multifamily housing, solid waste, charter schools and independent schools are areas of particular focus in his practice, as are higher education, short-term and long-term working capital and the various forms of pooled financings. Chas also has advised numerous clients experiencing financial distress or bankruptcy in tax matters relating to their municipal bonds. Representative active clients include the State of California, the University of California, the Bay Area Toll Authority, and Charter School Capital.

As a legal and policy advocate, Chas represents both government and non-government clients in federal tax rulemaking matters and in IRS proceedings, including the various types of tax-exempt bond audits, voluntary compliance (VCAP) requests and requests for private letter rulings. He has successfully closed IRS examinations relating to solid waste, water and wastewater, working capital, healthcare, pooled, multifamily housing, and industrial development bond financings. He has obtained multiple private letter rulings and technical advice memoranda and has been integrally involved in numerous regulation and legislative projects. He has found that a close working relationship with IRS and Treasury Department personnel often is critical to obtaining good results for clients.

Richard Chirls Partner, Tax

New York

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D:+1 212 506 5250
E: [email protected]

Practice:

Finance Sector
Tax

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Richard Chirls Partner

New York

With more than 30 years of experience, Richard is widely recognized as one of the nation’s foremost authorities, having broad experience with tax exempt financings and related transactions involving governmental and not-for-profit entities. His skill and stature in the public finance community was recognized by the National Association of Bond Lawyers’ highest award for his career of distinguished service in public finance.

Richard focuses on new products, including the development of new and creative financing techniques for governments, non-profits and investment bankers. He regularly works on transactions throughout the country. However, in his home office in New York City, he leads the relationship with the Port Authority of New York and New Jersey, serving as counsel on well over 100 transactions over a period of more than 20 years and has headed the tax work in connection with every financing of a cultural facility relating to museums and performing arts in New York City over this same period. Richard has worked on the tax aspects of several of the largest and most complex public private partnership (P3) transactions in recent years. He frequently acts as special tax counsel to issuers and underwriters of municipal finance issues.

Roger Davis Partner

San Francisco

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Practice:

Finance Sector

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Roger Davis Partner

San Francisco

Among the attributes that contributed to his Hall of Fame selection were:

Recognized and sought out for his ability to apply his unusually extensive and diverse experience to solve problems as they arise and develop new programs or financial structures, and for his expertise and judgment in securities laws and disclosure.
Dedicated to helping bring about projects and programs (whether sponsored by public entities, nonprofit corporations or for-profit enterprises) that provide a public benefit and make people’s lives better.
Having led the development of the housing and healthcare practices at Orrick, his recent focus has been on governmental transactions, all manner of non-profit corporations, public private partnerships (P3), portfolio sales, securitizations, energy and water efficiency programs, student and workforce housing, pool programs, new financial structures and programs and applications of Public Finance Authority (created in Wisconsin to finance any type of project or program in any state).
Some of those new financial structures and programs have included pension obligation bonds, variable rate lease financing, and, more recently, joint powers authority ownership structure (turning private activity projects or projects not generally eligible for tax-exempt financing into tax-exempt governmental purpose bonds; for example, for middle income workforce housing), and infrastructure as a service (P3, simplifying procurement, off balance sheet).
Responsibility for legislation crucial to the scope and operation of California public finance, including California Health Facility Financing Authority, California School Finance Authority, changes to joint power authority law that helped propel California Statewide Communities Development Authority and California Municipal Finance Authority into two of the most prolific issuers in the country, local agency refunding law, authorizations for swaps, investment agreements and other derivative products, creation of security interests, streamlining validation actions, and in several other states including Hawaii and creation of Public Finance Authority in Wisconsin.
Chair of Orrick’s Public finance department for several decades through 2020, during which he presided over the growth of the department from one office with 12 lawyers in San Francisco to 10 offices and over 100 lawyers and paralegals around the country, consistently ranked (for more than 2 decades now) as number one bond counsel and disclosure counsel, and within the top four underwriter counsel, for bonds issued by state and local governments throughout the United States. During this period, he also held a number of other leadership positions at Orrick, including several terms on its Executive Committee and on the Management Committee of Orrick’s wholly owned subsidiary, BLX Group, LLC (providing the public finance community with a variety of non-legal services).

In addition to his selection by The Bond Buyer for its Public Finance Hall of Fame, Roger has been recognized by the American Lawyer as Dealmaker of the Year (twice), as “best,” “super,” “most honored,” “preeminent” or “lawyer of the year” by several other publications, ranked by Acritas as an Acritas Star Lawyer, and declared “the Bond King” in a cover article by California Lawyer.

Barbara Jane League Partner, Public Finance, Tax

Houston; Austin

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D:+1 713 658 6786
E: [email protected]

Practice:

Finance Sector
Public Finance
Tax

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Barbara Jane League Partner

Houston; Austin

She also has significant experience representing nonprofit organizations. Formerly an attorney with the Chief Counsel of the Internal Revenue Service, Barbara has represented clients before the IRS in a variety of matters involving tax-exempt bonds, including audits and private letter ruling requests. She has participated in all facets of the tax analysis associated with the issuance of governmental purpose bonds, certain tax credit bonds, qualified 501(c)(3) bonds, qualified residential rental bonds and qualified small issue bonds.

Barbara has served on the Steering Committee and has chaired the Working Capital panel and the Bond Direct Purchase - Advanced Tax Topics panel for the Bond Attorneys’ Workshop, the oldest and largest annual gathering of bond lawyers.