This panel addresses tax issues that arise in a typical qualified 501(c)(3) bond issue, including: private business use arising from unrelated trade or business activities; the specific and less heralded 501(c)(3) bond requirements (including the ownership test, the limit on financing residential rental property, and what’s left of the $150 million nonhospital bond limitation); issues relating to changes in borrower tax status and remedial actions; a brief discussion of 501(c)(3) counsel opinion standards; some lingering issues involving the final regulations on the TEFRA notice, hearing, and approval requirements, and any current developments.
Please note: The discussion of management contracts, Rev. Proc. 2017-13, and qualified equity will be very limited. If you want to learn more about these topics, view the session materials from the “Private Activity Bond Tests” session. In addition, view the session materials from the “Preparing to Deliver the Bond Opinion: Tax Diligence and Documentation” session for a more comprehensive discussion of the 501(c)(3) counsel opinion standards.
Panel Chair: John W. Hutchinson, Squire Patton Boggs (US) LLP, Houston, TX
Andrea M. Ball, Orrick, Herrington & Sutcliffe LLP, New York, NY
Sarah A. Breitmeyer, Chapman and Cutler LLP, Chicago, IL
Brian J. Organ, Hawkins Delafield & Wood LLP, San Francisco, CA
Scott E. Schickli, Orrick, Herrington & Sutcliffe LLP, Porland, OR
Understanding the Role of Municipal Advisors (A) Introductory
Municipal advisors have become more prominent participants in bond issuances and the subject of regulations, which also impacts the bond issuance activities of bond attorneys. This panel session explores that regulatory framework for municipal advisors. Primary focus is on the SEC’s final rules on the registration of municipal advisors including the related FAQs and MSRB rules. In addition, we touch on other MSRB and SEC guidance that helps explain the duties and obligations of municipal advisors and their interaction with bond attorneys and other transaction participants in both competitive bid and negotiated sales.
Panel Chair: Ed Fierro, Bracewell LLP, Houston, TX
Ahmed A. Abonamah, U.S. Securities and Exchange Commission, Washington, DC
Bonnie Bowes, FINRA, Washington, DC
David C. Hodapp, Municipal Securities Rulemaking Board, Washington, DC
Rebecca S. Lawrence, Piper Jaffray & Co., Minneapolis, MN
Lindsay M. Wall, Longhouse Capitol Advisors, Chicago, IL
Understanding the Underwriting Process Session A
This panel gives an overview of how underwriters do their job in making a primary offering of bonds to the public by an issuer via a negotiated sale. The panel is composed of members of different departments of the same underwriter, each of whom explain their particular roles in such a transaction. Topics covered are: how a bond issue is sized and structured, developing a timeline for the marketing and sale of bonds, forming a syndicate and developing a strategy for marketing and selling the bonds, conducting due diligence, meeting with market participants, pricing, and closing.
Panel Chair: Glenn E. Weinstein, Pugh, Jones & Johnson, P.C., Chicago, IL
Clarence Bourne, Loop Capital Markets, LLC, Chicago, IL
David Gellert, Loop Capital Markets, LLC, Chicago, IL
Anna Hsu, Loop Capital Markets, LLC, Chicago, IL