Advanced Tax Topics Regarding 501(c)(3) Bonds


The panel addressed issues relating to 501(c)(3) opinions and the role of both Borrower's Counsel and Bond Counsel in various aspects of qualified Section 501(c)(3) bond transactions and analysis of unrelated trade or business activities occurring in bond-financed property. Panelists discussed 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. The session included a discussion of the charity-care standards applicable to hospitals, particularly the substance and scope of Section 501(r) diligence and how it impacts the Borrower's Counsel and Bond Counsel opinions. Finally, the session discussed partnerships involving Section 501(c)(3) organizations and for-profit entities and the ability to finance property used and/or owned by such partnerships.

Panel ChairAndrea M. Ball, Orrick, Herrington & Sutcliffe LLP, New York, NY


Sarah A. Breitmeyer, Chapman and Cutler LLP, Chicago, IL

Brittany Cvetanovich, Ropes & Gray LLP, Boston, MA
Bruce M. Serchuk, Nixon Peabody LLP, Washington, DC



Arbitrage and Rebate


The panel session addressed arbitrage and rebate concepts commonly encountered in structuring transactions and maintaining post-issuance compliance. The panelists built upon intermediate concepts through discussions of real-world practical hypotheticals. Hypotheticals incorporated current practice trends such as working capital financings, universal cap computations and temporary period considerations. The session plan assumed that the audience has a general understanding of arbitrage and rebate principles, but topics will nevertheless be selected for broad appeal.

Panel Chair: Matthias M. Edrich, Kutak Rock LLP, Denver, CO


Jaimee L. Boyd, Foley & Judell, L.L.P.,New Orleans, LA
Stephen H. Broden, Ehlers and Associates, Inc., Roseville, MN
David J. Cholst, Chapman and Cutler LLP, Chicago, IL
John F. Stanley, Orrick, Herrington & Sutcliffe LLP, San Francisco, CA



Bank Direct Purchase - General Considerations (Non-Tax)


The panel covered bank direct purchases and other commercial bank products. This session discussed general concepts relevant to direct purchases and (as time permits) other commercial bank products such as letters of credit and liquidity facilities. The session also discussed drafting developments in the bank direct purchase market in light of the proposed Treasury regulations providing safe harbors for replacements to interbank offered rates such as LIBOR, discussed forward purchase agreements, "Cinderella" bonds and other alternatives to tax-exempt advance refundings, examined the amendments to Rule 15c2-12 and their impact on the use of bank direct purchases, and examined issues relating to EMMA postings and redactions (and examined redaction protocols, including a comparison to redactions under G-34). The session emphasized general concepts which practitioners may face on direct purchase transactions and/or credit or liquidity enhanced public market transactions and discussed current developments relevant to bank products. To the extent time permits, the session also discussed secondary market structures, such as tender option bonds and securitization.

Panel Chair: David K. Lucas, Sherman & Howard L.L.C., Denver, CO


Vanessa S. Legbandt, Stradling Yocca Carlson & Rauth, Newport Beach, CA
Bhanu Patil, U.S. Bank, New York, NY
Jeffrey Sharp, Capital One Public Funding, LLC, Albuquerque, New Mexico