Public Finance

The Firm has experience in all aspects of public finance.  We represent issuers, underwriters, trustees, credit providers and private (or conduit) borrowers in such transactions involving governmental bonds, qualified hospital and health facilities bonds, qualified 501(c)(3) bonds, qualified mortgage bonds and other private activity bonds (industrial development bonds, airport bonds, docks and wharfs bonds, transportations bonds and multifamily bonds).  These bond issues include bonds secured by general taxes, water and/or sewer charges, tax increment financings (TIFs), special assessments, mortgages, letters of credits and municipal bond insurance.

Representative Transactions
Cohen & Grigsby has played a leading role in helping the Commonwealth of Pennsylvania, its various agencies, counties, municipalities, school districts, townships, boroughs, and municipal authorities to identify and structure new and innovative financing techniques designed to better access the public finance capital markets.  Examples of representative transactions include:

• Cohen & Grigsby acted as bond counsel for the Urban Redevelopment Authority of Pittsburgh (the "URA") on its $61,390,000 Special Tax Development Bonds, Taxable Series of 1995 to provide funds for economic development.  Those Bonds are secured by a portion of the proceeds of the Regional Asset District Tax, or RAD tax, imposed by Allegheny County which the City of Pittsburgh is entitled to receive but which it assigned to the URA.  This was the first financing in which RAD tax moneys were used to secure bonds.  In the course of the financing we dealt with a number of unique legal issues relating to the City's right to its share of the RAD tax revenues and its ability to assign such revenues, as well as developing a mechanism whereby the City's share of the tax proceeds would be "intercepted" and paid directly to the trustee for the Bonds.  
• We similarly represented the Redevelopment Authority of Allegheny County ("RAAC") in issuing taxable bonds to fund a comparable economic development fund and we have represented RAAC for a number of years in connection with the making of loans from that fund.  We believe the intercept mechanism described above was the first time it had been used.  More recently it was used by the Public Auditorium Authority of Pittsburgh and Allegheny County to secure bonds (for which we served as co-bond counsel) issued by it to fund the new sports stadiums for the Pittsburgh Pirates and the Pittsburgh Steelers and for the expansion of the convention center.  Such bond issues also involved the dedication of specific taxes to the repayment of their debt service.
• We worked closely with Art Heilman, Director – Bureau of Revenue, Cash Flow and Debt of the Commonwealth of Pennsylvania Office of the Budget in 1997 to develop a commercial paper program to provide interim funds for disaster relief for the storms of 1995-96 which devastated portions of the Commonwealth.  Because of the Commonwealth's strong credit rating, only a liquidity facility was needed for the program.  We played an integral role in structuring such facility, particularly in identifying the circumstances in which the obligations of the provider of the liquidity facility were terminated.  We were involved in assisting the Commonwealth in extending this commercial paper program, which we believe was the first of its kind for the Commonwealth.  (The actual obligations were Commonwealth of Pennsylvania General Obligation Bond Anticipation Notes, Series 1997A.)
• Cohen & Grigsby served as bond counsel to the State System on approximately 12 financings between 1996 and 2004.  During that time, we assisted the State System with its first variable rate financing, again providing valuable counsel in negotiations with credit and liquidity facility providers.  We also served as bond counsel to the Pennsylvania Turnpike Commission on approximately 10 financings between 1994 and 2003.  We similarly served as bond counsel to the Commission on its first variable rate financing.
• One of our most significant representations of the Turnpike Commission was analyzing and reviewing its "mainline" Indenture which was executed in 1986 and supplemented multiple times since then.  We ultimately drafted an entirely new "mainline" Indenture for the Turnpike Commission which rating agencies and bond insurers have uniformly identified as state of the art.
• We also represented the Turnpike Commission in the structuring, negotiation and bidding of interest rate swap agreements, forward interest rate swap agreements and terminations of interest rate swap agreements aggregating over $1 billion.  The first swap transaction on which we worked for the Turnpike Commission was the first of its kind for a Commonwealth agency.  During the course of that representation, we worked closely with the Turnpike Commission and the Office of the Attorney General in negotiating the various agreements and in structuring particular provision relating to Pennsylvania legal requirements, including provisions relating to jurisdiction, governing law, immunity from suit and indemnification.

• General obligation bonds for states, counties, school districts and other local government units
• College and university financings, including student housing projects
• Hospital, nursing home and assisted living facility financings
• Water, sewer, parking and other municipal revenue bonds
• Industrial development bonds, including those for manufacturing facilities and environmental control
• Tax increment financings (TIFs)
• Turnpike/toll road financings
• Single family and multi-family housing
• Refinancings, including current, advance, delayed delivery and forward purchase refundings
• Variable rate financings, including auction rate bonds
• IRS Representation
  • Closing agreements
  • Public comment
  • Private letter ruling requests
  • Informal requests for advice

Tax Practice
Cohen & Grigsby’s Public Finance Group has been in the forefront in helping clients and other municipal market participants with post issuance compliance and enforcement issues, such as arbitrage rebate, continuing disclosure, IRS audits, SEC investigations, defaults, bankruptcies, and other workouts situations.  Our public finance lawyers have assisted numerous clients in structuring transactions to maximize the benefit of arbitrage earnings during construction periods, avoiding rebate payments, and developing a variety of other sophisticated techniques under the federal arbitrage rules.  We have participated in the structuring of numerous current and advance refunding transactions to assure compliance with the federal arbitrage regulations relating to refunding issues.  We have also participated in numerous transactions involving interest rate swaps or other forms of hedges.

We have experience in both structuring Qualified 501(c)(3) bond issues to qualify as such and in qualifying nonprofit organizations under Section 501(c)(3) of the Internal Revenue Code.  Our lawyers have experience with organizations providing housing for low income persons, housing for the disabled, housing for the aged, and housing as part of efforts to combat general community deterioration and with bonds issued to benefit such organizations.

Our tax lawyers have submitted comments on proposed IRS regulations or discussed pending concerns with National Office lawyers on an informal basis.