Refunding and Reissuance
This panel focuses on recent developments and analyzes a variety of tax issues through a combination of hypotheticals and a roundtable discussion of refunding and reissuance trends. The session is designed for listeners who have a working knowledge of the applicable federal tax rules pertaining to refunding and reissuance transactions.
Panel Chair: William A. Milford, Bryant Miller Olive P.A., Jacksonville, FL
Taylor L. Klavan, Squire Patton Boggs (US) LLP
Vanessa Albert Lowry, Greenberg Trauig, LLP
Susan B. Price, Ice Miller LLP
The Role of Issuer’s Counsel – Before, During and After Bond Issuance
This panel explores the role of issuer’s counsel with a particular focus on the perspective of the in-house issuer’s counsel. How can issuer’s counsel help clients set themselves up for success in their transactions? How should issuer’s counsel interact with the other legal and financial professionals involved in the bond issue? How does the issuer’s counsel make sure that its client is protected as much as possible while achieving the issuer’s goals for the financing? What is the role of issuer’s counsel after bonds are issued, and how can the issuer’s counsel help the issuer achieve post-issuance compliance? Does the role change if issuer’s counsel is outside or internal counsel?
Panel Chair: Scott D. Ulrey, New York City Office of Management and Budget, New York, NY
Leela R. Fireside, City of Austin Law Department
Sharone Levy, Chapman and Cutler LLP
Everett B. Martinez, Denver International Airport
Michael L. Moore, New York City Law Department
Tax Concepts in Bank Direct Purchase and Bank Qualification
In this session, tax law practitioners discuss the tax law issues that arise in bank direct placements and bank loans, with a portion of the session devoted to tax considerations regarding bank-qualified bonds. Issues discussed include: reissuance, determining the issue price of the obligation, what should be considered interest, whether contingent payments have been created, and margin rate factor provisions. The bank qualification discussion focuses on issues relating to refundings and deemed designations, timing of designations, impact of premium, and aggregation rules. In connection with the discussion of reissuance, the phase-out of LIBOR and the use of SOFR as a benchmark rate are discussed in connection with the reissuance discussion.
Panel Chair: G. Mark Mamantov, Bass, Berry & Sims PLC, Nashville, TN
Brent L. Feller, Chapman and Cutler LLP
Barry A. Staples, Maynard Cooper & Gale P.C.
Tax Exempt Leasing
This is an overview of tax-exempt lease financing structures (including COPs and lease revenue bonds) and important tax, securities, and state law concepts in tax-exempt leasing. The panel discusses key differences between tax-exempt leases and other lease products sometimes offered to municipalities; the tax consequences of lease amendments, waivers and forbearance; and some state law changes that relate to leasing. The sessions identifies and helps attendees understand what lessors expect from issuers and their counsel in lease transactions.
Panel Chair: Nate Canova, Dorsey & Whitney LLP, Minneapolis, MN
Elizabeth Gilbert, Dell Technologies
George M. Mardikes, Davis Wright Tremaine LLP
Jeffery J. Qualkinbush, Barnes & Thornburg LLP
Tax Issues in 501c3 Financings
This panel addresses issues relating to various aspects of qualified Section 501(c)(3) bond transactions from the perspective of both Bond Counsel and Borrower’s Counsel. Panelists discuss opinion issues for entities that have not yet received a determination letter (Form 1023 pending), entities not able to locate a copy of the Form 1023 filed with the IRS upon which the determination letter is based, entities classified as “private foundations” rather than “public charities,” and entities that have made certain “foot faults” with respect to Form 990 and other required filings. It also includes a disscussion about the issues that arise in connection with charitable fundraising campaigns, specifically deal sizing and “replacement proceeds” as well as potential private business use from naming rights agreements. The panelists also talk about the involvement of Section 501(c)(3) organizations in new-market-tax-credit financings and the ability to use qualified Section 501(c)(3) bonds to refinance loans incurred in connection with such financings.
Panel Chair: Andrea M. Ball, Orrick, Herrington & Sutcliffe LLP, New York, NY
Michael L. Larsen, Parker Poe Adams & Bernstein LLP
Drew Mariar, Equitable Facilitites Fund
Underwriter’s Counsel Roundtable
This panel discusses navigating roles, responsibilities, regulations, and risk management throughout the underwriting process. It also includes a review of best practices for evaluating, diligencing, communicating and documenting the transaction from the outset through closing.
Panel Chair: Karen M. Jordan, Dentons US LLP
Victoria C. Donohue, Bank of America
Leslie M. Norwood, Securiites Industry and Financial Markets Association
Miska L. Shaw, Ahmad Zaffarese LLC