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Public Finance

Public Finance

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.

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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.

Experience

Recent Notable Matters

Baylor Scott & White Holdings — underwriter’s counsel in connection with the issuance of $534.785 million of Taxable Bonds, Series 2016

Bexar County Hospital District — bond counsel to issuer in connection with $199.24 million of Limited Tax Refunding Bonds, Series 2016

Board of Regents of The Texas A&M University System — bond counsel to issuer in connection with $125 million of Permanent University Fund Taxable Commercial Paper Notes, Series 2015A and $12.4 million of Permanent University Fund Taxable Commercial Paper Notes, Series 2015A

Central Texas Regional Mobility Authority — bond counsel to issuer in connection with $68.785 million of Senior Lien Revenue and Refunding Put Bonds, Series 2015B and $298.79 million of Senior Lien Revenue Bonds, Series 2015A

CHRISTUS Health — bond counsel to issuer in connection with $117.199 million Tarrant County Cultural Education Facilities Finance Corporation Revenue Bonds (CHRISTUS Health) Series 2016A, 2016B, 2016C & 2016D

City of Arlington, Texas — counsel in connection with the development of a new retractable-roof stadium for the Texas Rangers

City of San Antonio, Texas — counsel in connection with the approximately $263 million development, construction, lease and operation of a convention center hotel, including a subsequent condominiumization and recapitalization of the project

City of San Antonio, Texas — counsel in connection with the PPP between San Antonio FC, the City of San Antonio and Bexar County, Texas, for the acquisition of and lease rights related to Toyota Field and the STAR Soccer Complex, which includes two long-term lease agreements, private and public financing, parking agreements, naming rights and other facility agreements

City of San Antonio, Texas — underwriter’s counsel in connection with the issuance of $194.175 million General Improvement and Refunding Bonds, Series 2016; $84.855 million of Combination Tax and Revenue Certificates of Obligation, Series 2016; $24.83 million of Combination Tax and Revenue Certificates of Obligation, Taxable, Series 2016; and $27.41 million of Tax Notes, Series 2016

Cypress-Fairbanks ISD — bond counsel to issuer in connection with $209.045 million of Unlimited Tax School Building and Refunding Bonds, Series 2015A

Dallas Area Rapid Transit Authority — bond counsel to issuer in connection with $482.53 million of Senior Lien Sales Tax Revenue Refunding Bonds, Series 2016A

Dallas/Fort Worth International Airport — bond counsel to issuer in connection with $280.43 million of Joint Revenue Refunding and Improvement Bonds, Series 2016A

Fort Bend County, Texas — underwriter’s counsel in connection with the issuance of $75.34 million of Unlimited Tax Road and Refunding Bonds, Series 2016A

Fort Bend Independent School District — bond counsel to issuer in connection with $100 million of Unlimited Tax Commercial Paper Notes, Series A and Series B (2016)

Harris County Cultural Education Facilities Finance Corporation — underwriter’s counsel in connection with the issuance of $459.205 million of Hospital Revenue Bonds (Memorial Hermann Health System), Series 2016A, Series 2016B-1 (CP Mode), Series 2016C, Series 2016D, Series 2016E, Series 2016B-2 (CP Mode) and Series 2016B-3 (CP Mode)

Housing Authority of the City of El Paso, Texas — bond counsel to issuer in connection with $50 million of Alamito Public Facilities Corporation Multifamily Housing Revenue Bonds, Series 2016 (HACEP RAD Conversion Program Phase III-A Project)

Midtown Redevelopment Authority — counsel in connection with an agreement regarding the development and construction of a single level underground parking garage that will provide approximately 400 public parking spaces on property along Main Street in downtown Houston

Mission Economic Development Corporation — bond counsel to issuer in connection with $50 million Mission Economic Development Corporation Senior Lien Revenue Bonds (Natgasoline Project), Series 2016A and $202.885 million Mission Economic Development Corporation Senior Lien Revenue Bonds (Natgasoline Project), Series 2016B

Museum of Fine Arts Houston — counsel in connection with the approximately $325 million expansion and redevelopment of its current campus, including structuring an economic development agreement in connection with the project

New Hope Cultural Education Facilities Finance Corporation — underwriter’s counsel in connection with the issuance of $61.525 million of Retirement Facility Revenue Bonds (Westminster Project), Series 2016

North East Texas Regional Mobility Authority — underwriter’s counsel in connection with the issuance of $124.735 million of Senior Lien Revenue Bonds, Series 2016A and $56.615 million Subordinate Lien Revenue Bonds, Series 2016B

Port of Houston Authority — bond counsel to issuer in connection with $300 million of Senior Lien Flexible Rate Revolving Note Program

Rice University — bond counsel to issuer in connection with $700 million of Taxable Bonds, Series 2015

St. John's School — bond counsel to issuer in connection with $95.995 million City of Houston Higher Education Finance Corporation Education Revenue Bonds (St. John’s School Project) Series 2013A and $30 million City of Houston Higher Education Finance Corporation Education Revenue Bonds (St. John’s School Project) Series 2013B

Sueba USA Corporation — counsel in the negotiation of a development agreement with the Katy Development Authority which involved the development of an 89-acre park, a two-phased loft living project, a mixed-use retail center and related parking facilities

Tenaska Inc. — development, project financing, offtake and purchase agreements with Brownsville Public Utilities Board for construction of a 800 MW natural gas-fueled combined cycle electric generation station in Brownsville, Texas

Texas Department of Housing and Community Affairs — bond counsel to issuer in connection with $29.5 million of Multifamily Note (Mercantile Apartments), Series 2016

Texas Department of Transportation — bond counsel to issuer in connection with $615 million of State Highway Fund First Tier Revenue Bonds, Series 2016-A and $90 million of State Highway Fund First Tier Revenue Refunding Put Bonds, Series 2016-B

Texas Health Resources — bond counsel and disclosure counsel to issuer in connection with $710 million Tarrant County Cultural Education Facilities Finance Corporation Texas Health System Revenue Bonds Series 2016A

Texas Medical Center — development of a 28-acre biomedical innovation and commercialization campus known as TMC3. The facility will be a cooperative development between the medical center and four public medical institutions, including a world-renowned cancer center and a major public university’s health center. Texas Medical Center will also be entering into a participation agreement with a private party for the development, lease and operation of a hotel and conference room facility to serve the Texas Medical Center and the TMC3 project.

Texas Public Finance Authority — bond counsel to issuer in connection with $767.67 million of Revenue Commercial Paper Notes (Texas Facilities Commission Projects) Series 2016A (Taxable) and Series 2016B (Tax-Exempt)

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