At Bracewell, our nationally-recognized public finance practice is far more than documents and a successful closing. We provide our clients with continuing up-to-date information on trends and challenges, as well as an in-depth understanding of state and federal law issues and insight into managing municipal regulatory challenges. We work with all types of public and private entities and understand the complexities inherent in providing bond, disclosure and tax counsel to issuers, underwriters, trustees, third-party credit providers and borrowers. We assist clients with traditional and highly structured project finance conduit transactions involving housing, industrial development, hospitals and other health care facilities, higher education, private and primary secondary schools, cultural arts organizations, not-for-profit organizations, waste disposal facilities, airports and state agencies.
Our diversity and depth give our clients the benefit of innovations and best practices on every transaction. Our team structures finance options for our clients, such as a traditional fixed rate new money transaction or a complex project finance solid waste transaction. Because the ability to finance projects with the proceeds of tax-exempt or tax-advantaged debt is a significant benefit for issuers, we help configure tax-advantaged debt, address post-issuance compliance matters and Internal Revenue Service (IRS) examinations, secure advance rulings from the IRS, and seek regulatory and legislative rule changes. Given the recent upheavals in the capital markets, federal securities laws are a major consideration, and our lawyers have experience working at and with the Securities and Exchange Commission (SEC). Our team possesses firsthand knowledge of developments across the country in public and project finance, and our clients benefit from our experience.
Bracewell’s experience and size, combined with our innovative solutions and broad understanding of public finance law, provides a unique package that allows clients to receive a fully integrated, inventive solution for each transaction. Our clients are issuers, underwriters, trustees, third party credit providers and borrowers who hire us to help them issue traditional fixed rate bonds or variable rate debt and develop commercial paper programs. The tax attorneys on our team structure finance options for our clients and represent clients in post-issuance compliance matters and IRS examinations. We partner with clients on complex, conduit transactions involving housing, industrial development, hospitals and other health care facilities, higher education, not-for-profit organizations, waste disposal facilities, airports and state agencies. We provide full service bond counsel in all aspects of public and private oﬀerings of debt securities by state and local governments, non-proﬁts and for proﬁt entities, and other public and quasi-public institutions.
Obtaining effective and knowledgeable disclosure counsel is critical to issuers of municipal securities in the current regulatory environment, as the Securities and Exchange Commission (SEC) continues to expand its enforcement activity in the municipal bond market. Bracewell provides clients with an in depth understanding of federal securities laws’ application to both innovative and traditional public finance structures. Our lawyers are experienced in developing and enforcing SEC regulations, defending clients in disclosure-oriented government investigations and advising issuers and underwriters in securities transactions. As comprehensive providers, we help issuers create documents concerning continuing disclosure obligations and the filing of material event notices under SEC Rule 15c2-12, and provide disclosure and crisis advice to clients as needed.
Building on Bracewell’s combined strengths, we provide our governmental entity clients with full-service legal counsel, with a particular emphasis on general counsel services, public finance, real estate, transportation, construction law and related matters. As a result of our depth, Bracewell offers a cross-disciplinary team focused on municipal finance, project finance, developer’s counsel and special issuer’s counsel. We provide guidance in all aspects of tax incentives, economic development and public /private partnerships (PPP) matters, and represent the entire spectrum of public, private, non-profit and for profit entities. When necessary, we draft legislation and ordinances creating or amending state and local economic development programs. Our team creates innovative PPPs between local governments and the private sector to facilitate the development or redevelopment for projects in a broad range of industries, including transportation, hospitality, urban developments and urban parks, sports venues, social infrastructure, energy and educational institutions.
Bracewell’s understanding of the bond issuance process on top of our innovations in tax and securities law makes us a natural fit for the role of underwriter’s counsel to leading national and regional investment banking firms. When underwriters hire Bracewell to represent their interests with the purchase of a new issue of municipal securities, our approach is multi-faceted and cross-disciplinary. Not only do we review and draft documents, but we also pay special attention to ever-changing due diligence requirements, anti-fraud matters, Securities and Exchange Commission (SEC) and Municipal Securities Rulemaking Board (MSRB) regulations and decisions, and evolving disclosure matters to ensure that all requirements are met. Our clients benefit from our broad knowledge of the tax regulations and implications, post issuance compliance and securities regulations.
Whether serving as bond counsel, underwriter’s counsel or as special tax counsel to our clients, Bracewell helps clients identify relevant tax issues associated with structuring and designing tax-advantaged financing options, including compliance with arbitrage regulations, private business use rules and other tax law requirements imposed on tax-advantaged debt. Likewise, we have experience assisting clients in post-issuance compliance matters and Internal Revenue Service (IRS) examinations, securing advance rulings from the IRS and seeking regulatory and legislative rule changes. Our attorneys regularly advise large charitable organizations regarding applicable tax rules and represent charitable organizations in all aspects of tax compliance, from initial organization and recognition under Section 501(c)(3) of the United States Internal Revenue Code to ongoing compliance and transaction structuring to IRS examinations.
With in-depth experience and a unique background, Bracewell defends state and local governments, financial firms and municipal advisors as well as their officers, directors and employees. We defend counsel and other municipal market participants in regulatory investigations and enforcement actions by the Securities and Exchange Commission (SEC), Department of Justice (DOJ), state attorneys general and Financial Industry Regulatory Authority (FINRA). We combine former government regulators and prosecutors in New York, Washington, D.C., Dallas and Seattle who have been active from the outset of SEC activity in the municipal bond market to provide our clients with knowledge and experience combined with proactive, innovative, efficient and consistent service, further enhanced by our nationally ranked public finance team.