Our Public Finance lawyers understand the challenges of planning and implementing publicly funded capital projects and have handled virtually every type of public financing transaction.
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 lawyers are well versed in representing borrowers, letter of credit banks, trustees, and guarantors, and we frequently counsel nonprofit institutions on financing capital improvements. Our team helped develop financing structures used by leading New Jersey health providers and served as bond counsel for nearly every congregate care community financed in New Jersey.
We have detailed knowledge of aviation, housing, healthcare, utilities, and solid waste remediation financing. We also have extensive experience in matters of fiduciary responsibility for disclosure and default, land use, and lender liability, including ISRA and CERCLA. We also regularly assist clients with underwriting requirements, including MSRB rules, municipal swaps, and letter of credit law.
McCarter has distinguished itself in the most challenging area of the law essential to public finance: The Firm is in the national forefront on matters relating to federal income taxation. Our tax lawyers bring decades of experience advising nonprofits, school districts, healthcare institutions and governmental entities regarding all aspects of tax-exempt financings and regulations. Each lawyer in our Tax 103 team devotes their practice exclusively to public finance work, and brings more than 30 years of experience to all aspects of our 103 practice.
Healthcare Capital & Project FinancingOpen
Our extensive healthcare capital finance experience and our recognized level of technical public finance and tax depth sets us apart from other public finance practices. For more than 30 years, we have delivered legal services to the healthcare capital markets as bond, underwriter’s, bank, and borrower’s counsel for billions of dollars in acute and subacute debt as well as financing and refinancing assets relating to thousands of beds and units along many different service lines. Our lawyers have contributed to the development of some of the most innovative financing structures used by healthcare providers nationally.
In representing healthcare providers, we have effectively built upon our public finance representations to include a broad range of legal services provided by the Firm. Most significantly, we have effectively leveraged our healthcare capital finance expertise to include a large and highly visible health system M&A practice, representing primarily acute and sub-acute acquirees with the negotiation of the transaction documents, due diligence, capital debt issues, as well as a range of associated matters including antitrust, regulatory compliance, corporate governance, employee benefits, real property and environmental issues.
Educational Facility Capital Project FinancingOpen
We have served as bond counsel to numerous public school districts throughout New Jersey, assisting in financing capital improvements through the issuance of bonds, notes and certificates of participation. We are experienced in financings in accordance with the New Jersey local bond law and the New Jersey school financing law, including the New Jersey Educational Facilities Construction and Financing Act. We have assisted school districts in seeking approval by the New Jersey Department of Education for the state share of their project costs and the approval by the New Jersey Local Finance Board of special and non-conforming bond maturities and redemption provisions.
In addition to serving as bond counsel for financings of the New Jersey Economic Development Authority (NJEDA) for charter schools, private schools and other nonprofit educational institutions, we have served as bond counsel, bank counsel, agency counsel and underwriter’s counsel on numerous financings benefiting private schools and charter schools in Massachusetts, New Hampshire, Maine, Connecticut, Delaware and New York.
We have extensive experience relating to higher education facility financings, having served as bond counsel to the New Jersey Educational Facilities Authority (NJEFA) for nearly four decades. We have served as bond counsel to the University of Massachusetts Building Authority (UMBA) to finance facilities on university campuses, such as student dormitories, dining facilities, parking garages, academic buildings, athletic facilities and laboratories. In addition, the Firm has drafted legislation on behalf of UMBA, including legislation related to working capital financings. The Firm has served as both underwriter’s counsel and bond counsel on bond issuances through the Massachusetts Development Finance Agency (Mass Development) and as bond counsel on bond issuances through the NJEFA, each related to financing the construction of residence halls and dining facilities on university campuses using a public-private partnership development model. Currently, we served as bond counsel to Rutgers – The State University of New Jersey.
A significant portion of our underwriter’s counsel practice relates to secondary education financings and higher education financings.
Housing Capital Project FinancingsOpen
We have served as bond, underwriter’s and borrower’s counsel in a broad range of multi- and single-family housing issues for billions of dollars of outstanding tax-exempt debt. Our clients have included nonprofit and for-profit developers of low- and moderate-income housing. We have assembled teams comprising our property tax abatements and tax credits lawyers that serve the financing aspects of multifamily housing. We also assist developers in navigating the FNMA financing process and the debt restructuring process with financing authorities.
We have served as bond counsel to Mass Development on financings related to affordable housing projects and group homes throughout Massachusetts. We additionally have served as underwriter’s counsel on single-family housing bond financings by the Massachusetts Housing Finance Agency.
We have provided bond counsel services to the Boston Housing Authority (and two of its “instrumentality public housing authorities”) and have served as bond counsel for the affordable housing program (known as the Massachusetts Tax Exempt Credit for Housing, or “MATCH,” Program) jointly sponsored by Mass Development and the Massachusetts Housing Partnership Fund (MHP). Under the MATCH Program, Mass Development issues bonds and loans the proceeds to MHP by acquiring the obligations of MHP. MHP in turn loans the proceeds to a for-profit or non-profit entity to be used to provide or refinance affordable multi-family or single-room occupancy housing.
We have enjoyed a long-standing relationship with the New Hampshire Housing Finance Authority (NHHFA) as its bond counsel for financings related to single-family and multi-family housing projects. We have drafted single-family and multi-family general resolutions for NHHFA. The Firm also has drafted legislation for NHHFA, and has provided advice to NHHFA, regarding the impact of pending and enacted legislation, including, for example, proposed state disaster relief for homeowners and reverse mortgage proposals. McCarter also has provided advice on programs utilizing FHA/HFA risk-sharing insurance.
Environmental Infrastructure & Solid Waste Remediation FinancingsOpen
Our lawyers have represented the New Jersey Infrastructure Bank (formerly known as the New Jersey Environmental Infrastructure Trust and, before that, the New Jersey Wastewater Treatment Trust) as its sole bond counsel for more than three decades with respect to the I-Bank’s State Revolving Fund pooled financing program for wastewater treatment projects and drinking water supply projects undertaken by counties and municipalities, regional, county and municipal sewer, utilities and improvement authorities, State authorities, nonprofit entities, and investor-owned private water utilities located throughout New Jersey. We have served as bond counsel in connection with the issuance by the I-Bank of over 100 series of bonds totaling more than $2.5 billion, as well as the I-Bank’s outstanding extendable commercial paper. As a result, we possess extensive expertise with the legal and structural complexities of such pooled financing programs (including their highly unique and complex collateral features), the full range of financing issues presented by participation in such State Revolving Fund financing programs, the logistical challenges of large and complex borrower pools, as well as the complexities associated with federal funding through State Revolving Fund grants from the United States Environmental Protection Agency.
In addition to our representation of the I-Bank, we have served as bond counsel to the largest borrower participant in the Massachusetts State Revolving Fund Program, and in such capacity have represented such issuer with respect to: (i) its annual issuances of general revenue bonds, its general revenue refundings and multi-modal subordinated revenue refundings (both current and advance refundings), and its annual bond defeasances; (ii) its borrowings from the Massachusetts State Revolving Fund Program (through the Massachusetts Clean Water Trust); (iii) its tax-exempt revolving credit facility for purposes of funding its short-term capital financing needs; (iv) issues relating to federal tax compliance; (v) the termination and replacement of swaps; (vi) the substitution and the extension of credit and liquidity facilities; and (vii) various issues arising pursuant to its General Resolution. The Firm also has served as disclosure counsel for State Revolving Fund financings.
We possess expertise with respect to the Green Bond Principles and are at the national forefront of the growing market for Environmental Impact Bonds, having served as underwriters’ counsel with respect to two such transactions, including only the second issuance done nationally that consisted of publicly offered Environmental Impact Bonds – a transaction that was recognized as The Bond Buyer’s Small Issuer Deal of the Year. We have represented the I-Bank with respect to the borrowing of approximately $750 million dollars from the United States Environmental Protection Agency pursuant to the federal Water Infrastructure Finance and Innovation Act (WIFIA), the first of which loans represented only the second WIFIA loan made by USEPA to an SRF Program.
We also bring extensive experience relating to solid waste remediation financings on behalf of I-Bank and other issuers. We served as bond counsel to a state issuing authority in connection with the issuance of 3 series of bonds, totaling almost $300 million in aggregate principal amount. The proceeds of the bonds were loaned to a for-profit entity to finance the remediation of approximately 785 acres of real property.
Airport & Port Facility FinancingsOpen
We have extensive experience with exempt facility financings for airport and port facility projects, having served as bond counsel to the New Jersey Economic Development Authority (NJEDA) for more than two decades in connection with hangar and terminal project financings for United Airlines, Inc., at Newark Liberty International Airport, which has totaled more than $1 billion. In addition, we assisted NJEDA with the issuance of $125 million of special facility revenue bonds to finance a terminal facility. We are well versed in negotiating the bond documents in such transactions 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.
For almost two decades we served as underwriter’s counsel for each of the general obligation financings undertaken by The Port Authority of New York and New Jersey with respect to its airport and other transportation infrastructure. We also served as bond counsel for a special facility revenue bond financing for an airport project in Arizona.
Transportation Project FinancingsOpen
The Public Finance group has developed a diverse range of experience in transportation project financings through our representation of a variety of clients, serving as bond counsel, underwriter’s counsel and trustee’s counsel. We have represented or currently represent the New Jersey Transportation Trust Fund Authority as bond counsel, the New Jersey Highway Authority as bond counsel, the Massachusetts Turnpike Authority as bond counsel, the Delaware River Port Authority as co-bond counsel, and the New Jersey Transit Corporation as bond counsel. For several years, we served as bond counsel to the New Jersey Expressway Authority. We have served as underwriter’s counsel in connection with transactions of the South Jersey Transportation Authority, the New Jersey Transportation Trust Fund Authority, the Massachusetts Bay Transportation Authority, the Commonwealth of Massachusetts, the Delaware River Joint Toll Bridge Commission, and The Port Authority of New York and New Jersey. We also have served as trustee’s counsel on several financings by the New Jersey Turnpike Authority, the South Jersey Port Corporation and the Delaware River Port Authority.
Electric Power FinancingsOpen
During an over 15-year period, we served alternatively as bond counsel to the Salt River Project Agricultural Improvement and Power District and as underwriter’s counsel to its underwriting syndicate in connection with its bond financings as well as the financing of its acquisition of a power plant through the issuance of $282.7 million certificates of participation. Additionally, the Firm served as counsel to a public joint action agency that financed and constructed a 42-mile high-pressure intrastate natural gas pipeline. We have served as bond counsel for a number of co-generation facility financings, including two current co-gen projects that are being financed through the New Jersey Infrastructure Bank.