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Nonprofit Corporation Financing

Providing Counsel for Nontraditional Issuers

Nonprofit corporations comprise the schools, hospitals and other public-sector institutions for which our Public Finance lawyers provide counsel on all legal and business matters related to the issuance of 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:

  • Alvin Ailey Dance Foundation
  • Museum of Modern Art
  • American Museum of Natural History
  • Carnegie Hall
  • The Jewish Museum
  • The Guggenheim Museum
  • Channel 13
  • New York Botanical Gardens
  • The Museum of Television and Radio
  • The Asia Society
  • The Pierpont Morgan Library 
  • School of American Ballet
  • Wildlife Conservation Society
  • WNYC Radio
  • Manhattan School of Music
  • Center for Jewish History
  • American Folk Art Museum

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:

  • Asian Art Museum
  • Getty Museum
  • American Center for Wine, Food and the Arts (COPIA)
  • Long Beach Aquarium of the Pacific
  • Long Beach Museum of Art 
  • Los Angeles Children’s Museum
  • Oakland Museum
  • San Diego Museum of Art
  • San Diego Natural History Museum
  • San Francisco Ballet
  • San Francisco International Airport Aviation Museum
  • San Diego Air and Space Museum

  • We regularly serve as bond, underwriter or disclosure counsel to a variety of social service organizations, such as the:

    • Alexander Dawson Foundation
    • Elder Care Alliance of San Francisco
    • UJA – Federation of Jewish Philanthropies of New York, Inc.
    • Nature Conservancy
    • Salvation Army
    • Tiger Woods Learning Center
    • Children’s Village
    • YMCA of San Francisco

    We also provide bond counsel services to nonprofit primary and secondary schools, such as: 

    • The Archer School for Girls
    • Aspire Public Schools Corporation
    • The Berkeley Montessori School
    • Colburn School for the Performing Arts
    • Crossroads School
    • International School of the Peninsula
    • The Juilliard School
    • Manhattan School of Music

    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.

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