Public Finance

We regularly serve as bond counsel for governmental entities and political subdivisions throughout our footprint, including the counties, cities and school districts of Kentucky, Ohio, Indiana and West Virginia, and involving all types of general obligation bonds, bond anticipation notes and revenue anticipation notes.  We also frequently act as bond counsel for political subdivisions on revenue bond offerings, including water systems, sewer systems and municipal electrical systems.  We act as underwriter’s counsel on many bond issues in the states within our region.  In our roles as both bond counsel and underwriter’s counsel, we regularly deal with issues affecting tax-exempt and taxable bonds.  We also often assist our clients with their ongoing duties of disclosure under continuing disclosure agreements and Rule 15c(2)(12).

We serve as bond counsel, underwriter’s counsel or borrower’s counsel for healthcare and hospital financings throughout the United States, and we have working in our footprint with numerous providers, including:

Catholic Healthcare Partners, based in Cincinnati, Ohio (and its affiliates in Ohio, Kentucky, Tennessee, Indiana and Pennsylvania); Jewish Hospital Health Services, Louisville, Kentucky; Ashland Hospital Corporation d/b/a King’s Daughters’ Hospital, Ashland, Kentucky; Ephraim McDowell Hospital, Danville Kentucky; TJ Samson Hospital, Glasgow, Kentucky; Clark Memorial Hospital, Jeffersonville, Indiana; Caritas Peace Center, Louisville, Kentucky; Sisters of Nazareth Literary and Benevolent Society, Louisville, Kentucky, the Wendell Foster Home in Owensboro, Kentucky, Christ Hospital, Cincinnati, Ohio, and Southwest General Health Center, Middleburg Heights, Ohio.

As bond counsel, issuer’s counsel and charitable corporation counsel, we provide experienced guidance on financing for 501(c)(3) non-profits, including public offerings, small issue “bank qualified bonds” and direct bank purchases for nonprofit organizations. The following clients are representative:

The Nashville Symphony Orchestra; Speed Museum, Inc; YMCA of Greater Louisville; Ashland Area YMCA; Georgetown College; Brescia University; Union College; Fund for the Arts, Inc., Louisville, Kentucky; St. Xavier High School, Louisville, Kentucky; numerous elementary school projects for the Roman Catholic Archdiocese of Louisville; Seven Counties Services; The Morton Center, Inc.; Southern Baptist Theological Seminary; Montessori Schools in Indiana; Knowledge Works Foundation; Goodwill Industries of Southern Ohio, Inc.; The Seven Hills School; Cincinnati Country Day School; Health Foundation of Greater Cincinnati; Beechwood Home; Beech Acres; The Cincinnati Opera and Millennium Monument Center, Inc. Our firm was also instrumental in establishing the Louisville Community Development Bank.

Our team has several decades of experience handling private activity bond financing — including energy finance, solid waste disposal, airports and other exempt facility bonds — as well as qualified small issue manufacturing bonds. We routinely act as the lead structuring and bond counsel for such financings but also serve in other roles, such as disclosure counsel and underwriter’s counsel. We work closely with major commercial banks using direct bank purchase structures, credit-enhanced financings and derivative structures, including all types of variable rate demand debt.

We have represented all major banks in the region on their direct purchase programs. This includes:

Bank of America, JP Morgan Chase, BB&T, Fifth Third Bank, PNC Bank, U.S. Bank, Wells Fargo, Key Bank and The Huntington National Bank

Our attorneys have acted as bond counsel and as counsel to developers, issuers and underwriters on numerous single and multifamily revenue bond issues. We have also acted as bond or corporation counsel to The Kentucky Housing Corporation, Housing Authority of Louisville, the Cincinnati Metropolitan Housing Authority and numerous private developers. We provide innovative and creative financing for low and moderate-income housing and student housing, as well as new market or historic tax credits and public-private partnership housing solutions.

We work with a broad range of private and public sector clients to research, negotiate, and document state and local incentive transactions. These transactions range from tax-exempt bond issues and real estate tax abatement agreements, to tax increment financings, special assessment bonds, and sales tax abatement capital lease financings, to job training arrangements, local or state income tax credits, enterprise zone and redevelopment areas, and low or no-interest loans. We help ensure that the secured incentives are structured and documented to complement our clients’ transactional and economic development objectives. 

In addition to working on traditional economic incentives work, we work with communities and developers to structure innovative economic development finance solutions. This includes:

• Property Assessed Clean Energy (PACE) bonds to finance new alternative energy facilities and energy efficiency renovation of existing facilities.
• Qualified energy conservation bonds (QECBs) to facilitate energy efficiency upgrades.
• Project finance structures and public-private partnerships, from DBFOM (Design Build Finance Operate and Maintain) contracts to incentive-plus operating agreements, that allow for a combination of public and private savvy.
• Capital and synthetic lease financings utilized by economic development agencies and other government entities to provide significant tax savings to private borrowers.

Municipal Finance 

• Bond Counsel on a variety of general obligation, utility revenue and special obligation financings for Ohio, Indiana and Kentucky, including their agencies and political subdivisions, totaling more than $3 billion.
• Bond Counsel to Dayton City School District for two refunding issuances of bonds and notes totaling $192 million.
• Bond Counsel to a Columbus area school district for a refunding bond issue in the amount of $38 million.
• Bond Counsel to County of Franklin, Ohio with respect to its 2013 $43 million General Obligation bond issue.
• Bond Counsel to City of Cincinnati, Ohio.
• Underwriter’s Counsel for a $176,240,000 Indiana Finance Authority Highway Revenue Bond transaction issued when the State of Indiana retook control of a previously privatized highway project in the State.
• Bond Counsel to the Indianapolis Bond Bank and the Indianapolis Airport Authority in the 2019 refunding of $149,300,000 of variable rate bonds, including the termination of related swaps, in order to fix the interest rate and to otherwise reduce the IAA’s risk profile.

Tax & Economic Incentives

• Bond Counsel for tax-exempt bonds to finance public parking structure constructed at the first lifestyle center developed in Cincinnati since 2005.
• Special Counsel to an Indiana municipality as it restructured several hundred million dollars of risky “high-yield” tax increment financing (TIF) bonds into double-barreled TIF and general obligation backed bonds.
• Bond Counsel to the City of Norwood, Ohio providing TIF financing packages to three major development projects in the city in less than two years.
• Counsel to Waggenbrenner Development on financing of public infrastructure with TIF bonds at a new urban residential development.
• Representation of a Fortune 500 company in securing tax abatements for a web hosting facility through a taxable bond issue.
• Representation of a middle market company in securing tax abatements for a regional distribution facility through a taxable bond issue, in addition to stare grants and tax credits.
• Representation of a securities brokerage firm in securing property tax abatements through a taxable bond issue, structuring the transaction to accommodate off-balance sheet financing, in addition to job training grants, for a national operations center.
• Representation of a Fortune 500 drugstore chain in securing local tax abatements, forgivable loans and grants and tax credits for a major regional distribution facility.
• Representation of a major middle market company in securing local tax abatements and state job training grant and other tax credits for an ice-cream processing facility.
• Representation of a Fortune 500 company in reviewing and providing legal advice to avert the assessment of tax penalties in connection with non-compliance with an enterprise zone agreement.
• Representation of a national bank to secure TIF financing and state incentives for development of a major data processing facility on a brownfield site.
• Representation of 2 national food products company in structuring and documenting local tax benefits for a major expansion of its West Coast operation.
• Representation of an international food products company in auditing and redocumenting several incentive arrangements in 8 states as part of a reorganization of its U.S. operations.

Health Care

• Bond Counsel for Southwest General Health Center, for both its new money and refunding bond issues.
• Hospital Counsel for Christ Hospital, for its $600 million financing for a new patient tower.
• Bond Counsel and Corporate Counsel to Willow Brook Christian Communities, for its new money and refunding bond issues.
• Bond Counsel to Wexner Heritage Village, for its new money and refunding bond issues.

Non-Profit Corporations

• 2014 “Excellence in Bond Finance Award” winning Issuer’s Counsel and Bond Counsel for tax-exempt economic development revenue bonds financing parking facilities in Cincinnati, Ohio.
• Issuer’s Counsel and Bond Counsel for a non-profit cancer treatment center development in Ohio.
• Counsel to various charitable 501(c)(3) organizations providing fundraising, and taxable and tax-exempt bond financing advice.

Private Activity Bonds

• Bond Counsel for Ohio Air Quality Development Authority tax-exempt solid waste disposal bonds of first recycling facility financed with its “air quality facility” bonds.
• Bond Counsel and Borrower’s Counsel for three-state refinancing of tax-exempt bonds for solid waste facilities at a major steel provider’s plants located in Ohio, Indiana and Pennsylvania.
• Borrower’s Counsel and Bank Counsel for tax-exempt financing of new anaerobic digester facilities, a private company installed as part of a municipal waste water treatment system.

Single & Multi-Family Housing Bonds 

• Borrower’s Counsel for a major national senior living and health care provider in restructuring of retirement community.
• Underwriter’s Counsel for a $17,220,000 multifamily housing transaction in Indianapolis, IN, that involved taxable, tax exempt and convertible bonds and also involved a tender for outstanding bonds.

Project Finance & Public-Private Partnerships

• Development counsel to Cuyahoga County in connection with its successful and transformative Medical Mart financing in 2010; and counsel to the underwriters of the bonds used to finance the $450 million project, which is leased, operated and maintained by an affiliate of Merchandise Mart Properties.
• Counsel on two Ohio public-public P2 downtown parking modernization projects, both involving transfers of downtown parking facilities to local Ohio port authorities which allowed for tax-exempt bond financing to help fund each city’s budget.
• Counsel to Queensland Investment Corporation and its affiliate CampusParc LP for its $483 million public-private partnership (P3) lease/acquisition of a 50-year concession to operate all on-street and off-street parking facilities at The Ohio State University.
• Counsel to the State of Ohio on the $2.7 billion Cincinnati Brent Spence Bridge P3 replacement, renovation and modernization project.