Robert A. Ernst

Representative Experience

Working in public finance for more than a dozen years has afforded me the opportunity to work on more than 250 public and private, tax-exempt and taxable financings related to healthcare, higher education, secondary schools, cultural institutions, museums, assisted living facilities and continuing care retirement facilities serving in the capacity of Bond Counsel, Underwriters’ Counsel, Special Counsel and Institution Counsel. I’ve included a sample list of borrowers, underwriters and issuing authorities I have worked with and for, along with highlights from certain financings.

BOND COUNSEL

Bond Counsel – Public and Private Offerings – Tax-Exempt/Taxable – Maine Health and Higher Educational

Facilities Authority (MHHEFA): Served as primary draftsperson, contact person and deal runner for the moral obligation and conduit financings for more than 20 institutions including Colby College, Bowdoin College, Eastern Maine Healthcare Systems, Maine Health and John F. Murphy Homes. Representative leadership:

• Ran the moral obligation program financings for the past 7 years. This included dozens of borrowers participating in a pooled financing where they shared a reserve fund which allowed for reducing the costs of financing while using the State of Maine’s credit to receive favorable rates. The MO program has issued more than $1B in bond financing proceeds.
• Served as primary draftsperson, contact person and closing coordinator with respect to the MaineHealth financing which consolidated many smaller hospitals into a single, larger obligated group with more than $250M in bonds outstanding. Entry into the Obligated Group, supplemental loans and indentures to retain security interest and comply with deal terms all closing at year end to coincide with name changes to the obligated group representative and sole member of the obligated group.

Bond Counsel – Public and Private Offerings – Tax-Exempt/Taxable – New Hampshire Health and Education Facilities Authority (NHHEFA):  Served as primary drafter, lead contact and closing coordinator on more than a dozen deals per year for financings which include University System of New Hampshire, Proctor Academy, Saint Anselm College, Dartmouth-Hitchcock Medical Center, Dartmouth College, Catholic Medical Center, Colby-Sawyer College, Riverwoods at Exeter and Boys & Girls Club of Greater Concord.  Representative leadership:

• Primary drafter contact and coordinator for the Proctor Academy financings including Capital Anticipation Notes and publicly and privately financed bonds related to current refundings, capital improvements and costs associated with the acquisition, construction, equipping and installation of educational facilities.
• Served as lead attorney in drafting and reviewing of all financing documents, primary contact and closing coordination with respect to the Penacook Assisted Living Facility financing.  The proceeds of such financing current refunded outstanding bonds and financed the construction, equipping and extension to an existing facility which allowed for additional assisted living facility units.

Bond Counsel and Special Tax Counsel – Public and Private Offerings – Tax-Exempt/Taxable – Dormitory Authority of the State of New York (DASNY): Served as primary contact, drafter and closing coordinator with respect to financings for borrowers including Northwell, Catholic Health System and Touro University.  Representative Leadership:

SPECIAL TAX COUNSEL

Northwell – Corporate Taxable, High Deductible Workers Compensation LOCs and Public Tax-Exempt Offerings –Representing Northwell in financings totaling over $3B across 5 years. Drafting resolutions, bond documents, master indenture obligations, springing master indenture amendments and assisting in review of bond documents (on non-taxable financings) and underwriting documents.  Northwell is the largest system in the State of New York and also created its own high deductible workers compensation program which is backed by LOCs issued by various banks. 

UNDERWRITER’S COUNSEL

Underwriters’ Counsel – Public and Private Offerings – Tax-Exempt/Taxable – New Jersey Healthcare Facilities Financing Authority (NJHCFFA):  Served as head of due diligence review and follow up, drafted continuing disclosure agreements, bond purchase agreements and official statements for borrowers including Hackensack Meridian, Holy Name Medical Center, Kennedy Health Center and Warren Hospital. Representative Leadership:

• Representing the Underwriters in a tax-exempt and taxable plan of financing involving the issuance of almost $900M of bonds to refund, restructure and otherwise discharge the legacy debt and create a new credit structure and obligated group in the Hackensack Meridian financing.  Lead due diligence review and drafting on the taxable portion of the financing.  Hackensack University Health Network and Meridian Health System merged to form a comprehensive and integrated health system of 13 hospitals, including two academic medical centers and two children’s hospitals and over 200 system access points.  Hackensack Meridian serves a region that covers over two-third of New Jersey’s population.  The legacy systems and hospitals were obligated under a series of complex of debt instruments and financial obligations.  Took the lead in drafting of the disclosure documents that introduced Hackensack Meridian Health to the capital markets and participated in preparation of the master indenture and other transaction documents that established this new credit group, one of the largest and highest rated in the State of New Jersey.

Underwriter’s Counsel – Public Offering – The Wildlife Conservation Society

• Following Super Storm Sandy, served as primary draftsperson and lead due diligence review in representing the Underwriters in a $79M tax-exempt financing by The Trust for Cultural Resources of the City of New York for the Wildlife Conservation Society.  The Wildlife Conservation Society manages New York City’s aquarium, and its four zoos including the Bronx Zoo, one of the largest metropolitan zoos in the world. The Society had been planning for necessary renovations to its exhibits and facilities for years.  The Coney Island Aquarium suffered extensive storm damage and needed urgent repairs.  This financing allowed the Wildlife Conservation Society to solve the need for emergency funding.

Underwriter’s Counsel – Taxable Private Placement – Prime Healthcare Foundation

• Drafted the Appendix A, Offering Memo, Purchase Contract and Disclosure Agreement in addition to due diligence review and review of all bond documents associated with this non-rated bond financing which allowed Prime Healthcare Foundation to assist in moving forward on an additional private placement on behalf of a new medical school it opened in California called California University of Science and Medicine, another deal run as counsel to the placement agent.  Represented the Underwriters in a $130M private taxable financing which introduced Prime Healthcare Foundation to the market. 

Additional Representative Borrowers from Various Issuing Authorities:

Nicklaus Children’s Hospital, Moffitt Cancer Center, Lehigh Valley Health Network, The Ford Foundation, Prime Healthcare Foundation, California University of Science and Medicine, Wildlife Conservation Society, World Wildlife Fund, Yale University, Yale New Haven Health, St. Lawrence University, Dwight Englewood School, Methodist LeBonheur Healthcare and The Eastern Long Island Hospital Association.

Underwriting Teams Represented and/or Worked on Financings With:

Wells Fargo, Bank of America Merrill Lynch, Barclays, Morgan Stanley, Cain Brothers, Goldman Sachs, UBS, Stifel, Citi, Jefferies, Oppenheimer, Herbert J. Sims, JP Morgan, TD Bank, Deutsche Bank, RBC Capital Markets and Citizens Bank National Association.