Public Finance

Dilworth Paxson is a nationally-recognized Red Book bond counsel firm. The work of our Public Finance Group spans a period of more than forty years and has included an array of municipal bond issues including:

  • Build America Bonds and other bonds under the American Recovery and Reinvestment Act of 2009;
  • Transportation, including toll road and bridge financings;
  • hospitals, nursing facilities and continuing care community financings;
  • state, city, county and school district general obligation bonds;
  • revenue and infrastructure financings including authority, joint system, state, city and township financings, both taxable and tax-exempt;
  • charter school financings;
  • revenue bonds for airport, toll road transportation and ports;
  • tax-increment financings;
  • water and sewer financings;
  • resource recovery projects;
  • non-sectarian projects of religious-affiliated institutions;
  • higher education financings;
  • museum and other non-profit and private activity financings; and
  • project financings.

We have served as bond counsel and special tax counsel, and have represented underwriters, issuers, trustees, borrowers, developers, letter of credit banks, and swap counter parties. The principal amount of our 2008 and 2009 transactions totaled approximately $5.1 billion and $3.2 billion, respectively.

Members of the Public Finance Group are actively involved as members of the National Association of Bond Lawyers, the Pennsylvania Association of Bond Lawyers and the Tax-Exempt Finance Committee of the American Bar Association. Public Finance Group attorneys have lectured on tax structuring, infrastructure financings and other bond subjects and regularly conduct webinars that are open to the public finance community.

The range of our public finance transactions has included:

  • Serving as bond counsel to the Pennsylvania Turnpike Commission in financings supported by tolls and other revenue sources, including monetization of tolls to finance a variety of state transportation projects.
  • Serving as counsel to a large regional solid waste authority for the development and implementation of a public-private partnership and system for clean, safe and efficient municipal waste management.
  • Playing major roles in shaping multi-faceted credit structures for project financings, including solid waste, port facilities, recycling and co-generation projects.
  • Working with local governments on matters involving public law and legislation, budgetary and litigation issues.
  • Working with state and local officials to guide them through complex legal issues and utilizing the firm's broad background in labor, real estate, tax, environmental, securities, and other practice areas, when necessary.
  • Counseling trustees concerning indenture analysis, workouts, sinking funds, revenue pledges and compliance with disclosure requirements.
  • Counseling parties in transactions involving privatization of municipal facilities, including associated federal tax consequences.
  • Counseling clients in environmental matters with federal and state agencies related to financing matters.
  • Working in a challenging health care environment on hospital, nursing home, life care and other health facility financings. 
  • Serving as bond counsel for the first Build America Bond transaction in Pennsylvania.

Municipal Derivatives
Although to a lesser degree today, a significant percentage of our public finance transactions have involved one or more forms of derivative products. We have worked with swap advisors and pricing agents addressing pricing and valuation issues related to these transactions as well as IRS review of derivative pricing issues. We have also counseled clients on the impact of counterparty risk, including bankruptcy.

Conversions and Remarketings
Dilworth Paxson has responded to clients' needs during the current financial crisis by finding creative approaches to dealing with structuring changes necessitated by unprecedented changes in the area of public finance. We have participated in the conversion, remarketing and reissuance of bonds from auction rate and variable rate modes to fixed rate. We have also assisted with issues such as:

  • downgrades to swap counterparties and GIC providers;
  • restructuring of transactions involving failed remarketings of tender bonds;
  • termination of bond insurance polices to facilitate restructuring;
  • the tax ramifications of conversions (i.e. reissuance, refunding, etc.) and the impact on derivative products; and
  • the impact of the bankruptcy of swap counterparties on swap termination strategies.

Tax and Securities Regulatory Matters
Our combined experience in public finance and federal tax and securities matters (including IRS and SEC controversy work) has led to our representation of transaction participants involved in:

  • governmental audits or investigations in the public sector including one of the first court cases involving an IRS audit of an industrial revenue bond issue, and one of the first yield burning investigations by IRS and the SEC;
  • closing agreements under the IRS's VCAP initiative; and
  • SEC investigations stemming from federal tax controversies related to bond issues.

We have broad-based experience with both federal and state securities laws and regulations and have counseled both underwriters and issuers regarding their disclosure and other compliance responsibilities.

FirmSite® by FindLaw, a Thomson Reuters business.