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Related Services

Public Finance

McCarter & English Public Finance lawyers understand the challenges of planning and implementing publicly funded capital projects. Government entities building or renovating public facilities need advice on tax-exempt and taxable bond financing. Private companies building factories and retail establishments need to analyze financial incentives and methods for efficiently obtaining them. Banks, underwriters and business owners need counsel on the impact of tax-exempt and taxable debt. And businesses need to consider the impact of changing tax laws on proposed new financings.

Our public finance attorneys have participated in virtually every type of public financing transaction. We have solid experience representing borrowers, letter of credit banks, trustees and guarantors, and frequently counsel nonprofit institutions on financing capital improvements. The firm contributed to the development of the financing structures used by New Jersey health providers and served as bond counsel for nearly every congregate care community financed in New Jersey.

Our attorneys have detailed knowledge of aviation, housing, health care, utilities and solid waste remediation financing. They are experienced in matters of fiduciary responsibility for disclosure and default, lender liability including ISRA, CERCLA and land use, and underwriting requirements including MSRB rules, municipal swaps and letter of credit law.

Tax 103

McCarter & English is well-recognized for the depth of its public finance tax practice. The Firm has three tax professionals who devote all of their practice to public finance work, Gary Duescher, Tom Collins, and Jeannette Bond. Each of these attorneys has over 25 years experience in all aspects of a 103 practice, including matters such as complex advance refundings involving transferred proceeds, interest rate swaps, including termination of swaps, use of proceeds limits for tax-exempt and Build America Bond issues, and private activity limits. Their practice covers governmental bonds, hospital financings, higher education financings, cultural and other 501(c) financings, exempt facility financings such as solid waste, airport and port financings, single family and multi-family housing, small issue manufacturing bonds, and state revolving fund financings for sewer and water facilities.

In addition to supporting McCarter & English’s bond counsel practice by undertaking due diligence and preparing tax documentation for the financings, they also focus on on-going post-issuance tax compliance. They have assisted clients in the development of internal policies and procedures for post-issuance compliance and in completing Internal Revenue Service (“IRS”) filings, such as Form 990, Schedule K for 501(c)(3) organizations. They have provided advice in IRS audits of bond transactions and have helped clients obtain private letter rulings and VCAP settlements from the IRS. The tax attorneys also play an instrumental role in the work-out of troubled bond issues.

The Firm has served as special tax counsel for complex bond issues. The Firm also provides tax counsel services to bond counsel firms that do not have their own 103 tax counsel. In that capacity they prepare or review tax due diligence material and tax documents for the financing transactions and participate in the transactions to the extent desired by the particular bond counsel firm.

The tax attorneys are active in the legislative and regulatory process through work with the National Association of Bond Lawyers and the American Bar Association.

Airport & Port Facility Financings

McCarter & English has extensive experience with exempt facility financings for airport and port facility projects. Since 1998, the firm has served as Bond Counsel to the New Jersey Economic Development Authority (NJEDA) in connection with hangar and terminal project financing for Continental Airlines, Inc. at Newark Liberty International Airport, which has totaled over $1 billion. In addition, the firm has served as Bond Counsel to the NJEDA in connection with airport financings for Airis Newark, L.L.C. at Newark Liberty International Airport and Dallas Airmotive Inc. at Millville Municipal Airport. The firm has also served as Bond Counsel to the Essex County Improvement Authority with respect to airport financings at Essex County Airport.

The firm recently served as Bond Counsel to NJEDA in connection with the issuance of $125,000,000 Special Facility Revenue Bonds in order to finance a terminal facility for Port Newark Container Terminal LLC, a joint venture of P&O Ports North America Inc., an indirect wholly-owned subsidiary of the Peninsular and Oriental Steam Navigation Company, and Farrell Lines Incorporated, an indirect wholly-owned subsidiary of P&O Nedlloyd B.V.

As Bond Counsel for these transactions, the firm had the responsibility for negotiating the bond documents with The Port Authority of New York and New Jersey and the other operators of the airports and ports where the new project facilities are to be sited.

Educational Facility Capital Project Financing

School Board Financings: The firm has served as bond counsel to numerous public school districts throughout New Jersey. Our attorneys have assisted in financing capital improvements through the issuance of bonds, notes and certificates of participation (lease purchase financings). They are experienced in financings pursuant to the New Jersey local bond law and the New Jersey school financing law, including the New Jersey Educational Facilities Construction and Financing Act. They have been involved with bond financings for the Monroe Board of Education, the Tuckerton Borough Board of Education, the Mountain Lakes Board of Education, the Essex Fells Board of Education, the East Hanover Township Board of Education, the Mendham Borough Board of Education, the Scotch Plains-Fanwood Board of Education, the Freehold Borough Board of Education, the Freehold Regional High School District and the North Arlington Borough Board of Education, among others. They also have assisted school districts seeking approval by the New Jersey Department of Education of the state share of their project costs and the approval of the Local Finance Board of special bond maturities and redemption provisions.

Educational Facility Financings Through the New Jersey Economic Development Authority:
The firm has served as bond counsel to the New Jersey Economic Development Authority for more than twenty years and has worked on a diverse range of financings, including new money, current and advance refundings for various projects financed by the NJEDA for charter schools, private schools, and other nonprofit educational institutions, addressing primary, secondary and special education.

Higher Education Facility Financings Through the New Jersey Educational Facilities Authority: The firm has extensive experience relating to higher education facility financings and has served as bond counsel to the New Jersey Educational Facilities Authority ("NJEFA") since 1982. Representative borrowers include Princeton University, University of Medicine and Dentistry of New Jersey, New Jersey Institute of Technology, Fairleigh Dickinson University, Stockton College, Drew University and Seton Hall University. The firm also served as bond counsel to the NJEFA in connection with the NJEFA's Dormitory Safety Trust Fund Bonds, Series 2001A, Series 2001B and Series 2003A, which financed fire sprinkler improvements in dormitory facilities at educational institutions throughout New Jersey.

Electric Power Financings

The firm has served as underwriter's counsel to the underwriting syndicate and, more recently, as bond counsel to the Salt River Project Agricultural Improvement and Power District (SRP) in connection with SRP's bond financings. The firm most recently served as bond counsel to SRP in connection with financing the acquisition of a power plant through the issuance of $282,680,000 Certificates of Participation.

Environmental Infrastructure & Solid Waste Remediation Financings

Our attorneys have represented the New Jersey Environmental Infrastructure Trust as its sole bond counsel since 1988 with respect to the Trust's annual pooled financing program (and its refundings) for wastewater treatment projects and drinking water supply projects undertaken by local government units (counties, municipalities and regional, county and municipal utilities, sewerage and improvement authorities, commissions and joint meetings), state authorities, nonprofit entities and private entities throughout the state. As Bond Counsel to the Trust, the firm has experience with the legal and structural complexities of the Trust's financing program; the full range of financing issues raised by participation in the financing program by such a large and diverse group of borrowers; and the logistical challenges presented by such a large and complex pooled financing program. The firm has served as bond counsel in connection with the issuance of approximately fifty series of bonds totaling over $1 billion. Currently, the firm is working with the Trust with regard to the development of a specialized financing program for privately sponsored Brownfield projects.

The firm has extensive experience relating to solid waste remediation financings. We served as bond counsel to the New Jersey Economic Development Authority in connection with the issuance of $150,000,000 Economic Development Revenue Bonds (EnCap Golf Holdings, LLC Project) Series 2004, $65,250,000 Economic Development Revenue Bonds (EnCap Golf Holdings, LLC Project) Series 2001A and $79,750,000 Economic Development Revenue Bonds (EnCap Golf Holdings, LLC Project) Series 2001B. These financings consisted of solid waste exempt facility bonds issued as multi modal bonds (Daily Rate Mode, Weekly Rate Mode, Term Rate Mode and Fixed Rate Mode). The proceeds of the bonds were loaned to a for-profit entity to finance the remediation of approximately 785 acres of property in the Meadowlands. This multi-agency effort, involving the New Jersey Economic Development Authority and the New Jersey Meadowlands Commission (formerly known as the Hackensack Meadowlands Development Commission), as well as the heavy regulatory role of the New Jersey Department of Environmental Protection, will finance the remediation of this landfill area in a way that takes advantage of the financial benefits of the Brownfields and Contaminated Site Remediation Act. This remediation project is designed to facilitate over $1 billion of development over a ten-year period and is expected to include the construction of golf courses, a hotel, an office complex, townhouses and related facilities.

The firm served as Bond Counsel to the NJEDA in connection with its 1998 financing for Glimcher Properties Limited Partnership in connection with the development of a portion of the Jersey Gardens mall in Elizabeth, New Jersey. This solid waste remediation project, like the EnCap project, presented a range of complex issues that needed to be resolved in order to ensure the tax-exempt status of the bonds.

Our public finance attorneys continue to counsel NJEDA with respect to potential financings for privately sponsored solid waste remediation projects, particularly with respect to the requirements of the Internal Revenue Code relating to the tax-exempt status of such bonds.

Governmental Capital Project Financings

Our attorneys are experienced in financings pursuant to the New Jersey local bond law and the New Jersey county improvement authority law. We have served as Bond Counsel to the State of New Jersey, Bergen County, Camden County, Essex County, Morris County, Union County, Warren County, the Atlantic County Transportation Authority, the Pollution Control Financing Authority of Warren County, the Bergen County Utilities Authority, the Northwest Bergen County Utilities Authority, the Bergen County Improvement Authority, the Camden County Improvement Authority, the Union County Improvement Authority, the Essex County Improvement Authority and various municipalities in the State in connection with financing a wide range of capital projects and improvements through the issuance of bonds and notes. The firm has also assisted clients in obtaining the required approvals from the Local Finance Board in connection with such financings.

Health Care Capital/Project Financing

For over twenty years, McCarter & English has been involved in the delivery of legal services to the health care capital markets. The firm has served as bond, underwriter's, bank and borrower's counsel for billions of dollars in acute and subacute debt, and financing and refinancing assets relating to thousands of beds and units along many different service lines. Our attorneys have contributed to the development of some of the most innovative financing structures used by health care providers in the region.

The firm has been bond counsel for nearly every congregate care community financed in New Jersey and has developed access to the tax-exempt debt market for congregate care and assisted living providers. Our attorneys counsel health care provider clients on regulatory and compliance matters in collaboration with the firm's Health Care Team, and on workout matters in collaboration with the firm's Creditor Rights Team.

Housing Capital Project Financings

The firm has been involved, as bond, underwriter's and borrowers counsel, in a range of multi and single-family housing issues, totaling well over $1 billion. Its clients have included non-profit and for-profit developers of low and moderate income housing. We have assembled teams which include our lawyers in property tax abatements and tax credits handling the financing aspects of multi-family housing. The firm has also assisted developers in navigating the FNMA financing process and the debt restructuring process with financing authorities.

Recognition

McCarter & English announced the following changes in leadership, effective March 1, 2018:Cynthia Keliher and Simone Wilson-Brito will serve as co-chairs of the Real Estate Practice Group, Amy Haberman will lead the Labor & Employment Practice Group and Moy Ogilvie will serve as the Hartford Office Managing Partner.

Speaking

09/11/19
National Association of Bond Lawyers Conference
01/23/19-01/24/19
11/27/18
MassDevelopment’s Current Topics in Tax Exempt Financing
11/08/18
National Development Finance Summit - Council of Development Finance Agencies