Sidley’s almost 100 years of experience in Public Finance includes substantial experience as both bond counsel and disclosure counsel, advising cities, counties, school districts, states (including Puerto Rico) and other public entities throughout the United States with respect to the issuance of municipal bonds. Our Public Finance lawyers assist in finding creative and innovative solutions to the various types of debt management issues facing our municipal, nonprofit and financial institution clients. Sidley received first-tier rankings Nationally and in San Francisco in Public Finance in the 2013 U.S.News - Best Lawyers “Best Law Firms” survey.
Our Public Finance practice is supported by a full complement of experienced tax lawyers and a department that focuses on the development and structuring of financial derivative instruments.
Of the many advantages of working with Sidley, none may be as important as the ability of members of the Public Finance group to access other legal professionals within our firm in order to obtain their views on a full range of subjects, including transportation, real estate, environmental, banking, litigation and bankruptcy matters. In any financing, it is typical that our lawyers will consult with a broad range of professionals to ensure that clients are obtaining the highest level of legal advice regarding matters ancillary to the central goal of obtaining financing for the various needs of the client.
Sidley has served as bond counsel, special tax counsel or underwriters’ counsel in connection with virtually every type of mortgage finance structure under provisions of the Internal Revenue Code and all of the current forms of multifamily housing financing structures, including programs involving GNMA securities, Fannie Mae-backed obligations (fixed rate and floating rate), Freddie Mac-backed obligations, FHA-insured mortgage loans (including cash-pay and debenture-pay and loans involving interest reduction payments or risk sharing), insurance company backing of mortgages and of bonds, letter of credit transactions and other credit enhancement transactions and Section 11(b) and other Section 8 subsidized financings and refinancings. We have participated in numerous new money and refunding transactions for multifamily housing bond issues under Section 11(b) and with Section 8 subsidies and are thoroughly familiar with the policies and requirements of the United States Department of Housing and Urban Development.
Our lawyers have served as counsel in transactions with state and local issuers throughout the country, including statewide issuers in California, Alabama, Illinois, Indiana, Kentucky, Louisiana, Massachusetts, Michigan, New Hampshire, New Mexico, Ohio, South Carolina, Texas, Virginia and the District of Columbia, and local and regional issuers across the country.
We believe that the breadth and depth of our experience brings exceptional insight and efficiency to our clients’ multifamily housing financings. In addition, since we have performed the cash-flow structuring for many of our financings, we bring to the table the important additional perspective that this ability gives us, even in transactions where we are not asked to run the cash-flows.
Healthcare and Other Nonprofit Financings
We have been active in healthcare finance for over 40 years and is regarded as one of the preeminent practices in the United States. We are innovators in healthcare finance, with experience in a wide variety of transactions for clients in all sectors of the industry, including multi-state, multi-hospital systems, academic medical centers, general acute and rehabilitation hospitals, healthcare districts, skilled nursing facilities, managed care organizations, investors, issuers and underwriters. Sidley is one of the most active law firms serving as bond counsel and underwriters’ counsel in financings for nonprofit hospital, healthcare systems and providers. Sidley is extremely active in FHA-insured mortgage healthcare transactions, acting as hospital counsel, bond counsel or underwriters’ counsel in more than 50 bond issues with a total dollar volume in excess of $3 billion over the last ten years.
Our work with multi-hospital systems is extensive. We act as bond counsel to a variety of multi-hospital health systems and as counsel to underwriters on many other health system financings throughout the country. Representative multi-hospital system clients for whom we have served as bond counsel include Catholic Healthcare West, St. Joseph Health System, Providence Health System, Catholic Health Services of Long Island, Carilion Health System and Inova Health System. As counsel to underwriters for healthcare financings, representative clients include Kaiser Foundation Hospitals and Health Plans, Sharp Healthcare System, Sutter Health, Atlantic Health Care System, Partners System and Trinity Health (Michigan).
Our lawyers have significant experience in advising museums, public and private foundations, cultural institutions and other 501(c)(3) organizations. In addition to advising clients in connection with traditional tax-exempt financings, our Public Finance lawyers have experience with derivative products, mergers and acquisitions, securitizations of health care receivables, structured lease financings, debt restructurings, corporate restructurings and tender offers, as well as many related fields of law that are important in connection with any revenue bond financing, including corporate governance, grants and donations, real estate, environmental law, securities law, tax law, litigation and labor law.
Innovations in the larger private sector often are adapted to financings for nonprofit organizations. Because Sidley is one of the few firms in the country that has such broad experience, we are positioned not only to be aware of such innovations but also to have the experience to implement such financing vehicles for our nonprofit clients.
We have participated as bond counsel, disclosure counsel, underwriters' counsel or credit bank counsel in bond issuances for numerous land secured financings (e.g., special tax – community facilities districts and special assessment districts) aggregating, in principal amount, in excess of $800 million. Our clients for these types of financings include counties, cities, school districts, authorities and special districts, as well as credit and/or liquidity providers on such transactions. The majority of the financings involve the financing of infrastructure improvements associated with subdivision activity with one or more developers, oftentimes with different financing needs and timing concerns.
We have also served as bond counsel on numerous other projects involving the use of bonds secured by special assessments or special taxes. The issuers included such entities as the Counties of Alameda, El Dorado and Riverside, the City and County of San Francisco, the Cities of Clayton, Daly City, Emeryville, Galt, Hollister, Oakland, Placerville, Sebastopol, Victorville and West Sacramento, and the Town of Danville.
Because of our experience in land secured financings, we have been retained by issuers to provide legal services related to “workout” issues that have arisen from defaulted land secured bond issues.
Pension Obligation Bonds
Sidley has extensive experience in pension bond financings. Over the years, we have served as bond counsel or underwriters’ counsel on numerous pension bond financings (including derivative structures) for such issuers as the Counties of Sacramento, Alameda, Contra Costa and Orange and the Cities of Pasadena, Fresno, Richmond and Berkeley. Each of the transactions we have worked on either incorporated or considered fixed rate bonds, current interest and capital appreciation bonds, variable rate bonds and auction rate bonds.
Sidley’s Public Finance group covers the full gamut of redevelopment agency financings, including the issuance of revenue bonds, tax allocation bonds and tax allocation housing set-aside bonds. Our list of redevelopment clients is extensive. The firm has been involved in financings throughout the State of California for redevelopment agencies such as the redevelopment agencies of the Cities of Arcadia, Baldwin Park, Clayton, Daly City, Foster City, Hawthorne, Hollister, Indian Wells, Los Angeles, Modesto, Riverside, Maywood, Oakland, Richmond, Sacramento, San Francisco, San Dimas, Santa Clara, San Jose, Sebastopol, Temecula, Tracy and Visalia. We have participated in financings for the redevelopment agencies of the Cities of Avalon, Brentwood, Compton, Duarte, Emeryville, La Quinta, Long Beach, Oroville, San Diego, San Pablo, Santa Clara, South Gate, South San Francisco, West Covina and Westminster.
As a natural complement to our nationally recognized bond counsel group, we serve as underwriters' counsel or disclosure counsel on municipal transactions throughout the country.
During the State of California's financial crisis and through June of 2005, we served as special disclosure counsel to the State. The Treasurer's office appointed us because of our extensive municipal and corporate securities experience.
Similarly, when Orange County decided to refinance its bankruptcy debt, Sidley was selected as disclosure counsel and we continue to advise Orange County on its disclosure issues. We have served as disclosure counsel and/or designated underwriters' counsel for every major county and city in California, including the counties of San Bernardino, Alameda, Contra Costa, El Dorado, Los Angeles, Riverside, Sacramento, San Joaquin, San Mateo, Santa Clara, Tehama and cities of San Jose, Fresno, Los Angeles, Oakland, Richmond, Sacramento, San Diego and San Francisco. The firm is often selected as underwriter's counsel or disclosure counsel on large and complex financings, including novel credits such as the tobacco settlement payment securitizations.
Sidley was an active participant in a group of four California law firms formed to draft model documents to comply with the revised Securities Exchange Act Rule 15c2-12 disclosure rules. We not only provide counsel to active issuers in the municipal marketplace, but also to infrequent market participants. As disclosure counsel, we provide guidance regarding annual reporting requirements with respect to financing. Sidley lawyers work with issuers to ensure that any continuing disclosure agreement commits them to provide information as is necessary to comply with annual reporting requirements while being sensitive to unduly burdening issuers with the dissemination of unnecessary and duplicative information reporting obligations. We also take an active role ensuring issuers are kept abreast of any change in laws concerning secondary market disclosure requirements.
Our tax lawyers are nationally recognized leaders in the ramifications of the Internal Revenue Code of 1986 and the regulations, rulings and procedures issued thereunder. Our Tax group also includes several former Internal Revenue Service lawyers. We have filed and received numerous ruling requests from the Internal Revenue Service on behalf of our clients. We have submitted comments, both formal and informal, to the IRS to assist them in drafting or revising arbitrage regulations.