Public Finance

Balch & Bingham LLP has been engaged in a public finance practice since 1961. Although the majority of our bond work has been in Alabama, we have also served as bond counsel in Tennessee, Georgia, Florida, South Carolina, Mississippi and Arkansas. For many years our bond practice had a heavy emphasis on tax-exempt industrial revenue bonds for industrial and commercial projects, air and water pollution control and sewage and solid waste disposal facilities. With the changes to the federal tax laws enacted during the 1980’s, the focus of our practice shifted to tax-exempt financings for governmental and 501(c)(3) projects such as highways, schools, housing, health care facilities, and museums and taxable financings for industrial projects, although we still frequently serve as bond counsel for tax-exempt private activity bonds.

Our public finance work involves a variety of legal, financial and political assignments for our lawyers on behalf of our clients. Our efforts as bond counsel include reviewing the existing debt structure of the issuing entity; providing advice on the available means and procedures of raising the desired capital; preparing the required minutes, ordinances, resolutions, legislation, contracts, leases, indentures, mortgages, official statements, publications and closing papers; delivering our approving legal opinion as to the validity of the bonds and, where appropriate, the tax-exempt status of the interest on the bonds; and providing post issuance tax advice and arbitrage rebate compliance opinions required under documentation for tax-exempt issues.

For obligations the interest upon which is excluded from gross income for federal income tax purposes, significant time and attention is spent on compliance with the relevant provisions of the Internal Revenue Code of 1954, as amended, the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. This work frequently includes inquiries to characterize obligations as private activity bonds or governmental bonds, analysis of the use of proceeds, matters of timing, sizing and investments of proceeds, arbitrage analysis, legislative drafting and interpretation, and problems associated with the organization and functioning of governmental and quasi-governmental bodies. In financings involving private credits, in addition to the areas mentioned above, we frequently are called upon to consider the interplay between the proposed financing and a client’s financial structure, its tax and accounting practices and limitations imposed by existing indentures or senior debt instruments. In all kinds of issues our practice requires legal analysis and drafting required in connection with the filing and disclosure requirements of state and federal securities laws.

Our public finance practice for traditional state and local government financings includes representation of the State of Alabama, including entities issuing bonds on behalf of the State, counties, municipalities, boards of education and water, sewer and gas authorities within the State.

In the private credit area, we have served as bond counsel, company counsel, underwriter’s counsel and bank counsel in tax-exempt and taxable industrial revenue or private activity financings for industrial, pollution control and sewage and solid waste disposal facilities.

We have a vibrant single family and multifamily housing bond practice, having served as bond counsel to Alabama Housing Finance Authority for over twenty-five years. We also have served as bond counsel in several multifamily transactions in Georgia.

We have developed a 501(c)(3) and healthcare financing practice in recent years, representing the Alabama Hospital Association in their lower floater bond program and serving as bond counsel, underwriter’s counsel, bank counsel and special tax counsel in nonprofit hospital, museum and student housing financings.

In Mississippi we serve as issuer’s counsel to the three largest conduit bond issuers in the state: the Mississippi Home Corporation, the Mississippi Business Finance Corporation, and the Mississippi Development Bank.

In addition, we are regularly involved in drafting legislation involving economic incentives that impact Mississippi’s public finance practice.

REPRESENTATIVE CLIENTS

• Alabama Drinking Water Finance Authority
• Alabama Housing Finance Authority
• Alabama Power Company
• Alabama Water Pollution Control Authority
• Auburn University
• Autauga County Public Education Cooperative District
• Blount County Water Authority
• City of Birmingham, Alabama
• City of Greenville, Alabama
• City of Homewood, Alabama
• City of Montgomery, Alabama
• Coffee Health Group
• Collegiate Housing Foundation
• Compass Bank
• Cullman Medical Regional Center
• Etowah County, Alabama
• Gadsden Waterworks & Sewer Board
• Gulf Health Hospitals
• Healthcare Authority of Athens and Limestone County
• HealthGroup of Alabama
• Huntsville Hospital
• Infirmary Health System
• Jefferson County Board of Education
• Lakeshore Foundation
• Limestone County Board of Education
• Madison County Board of Education
• Merchant Capital, L.L.C.
• Merrill Lynch
• Mississippi Business Finance Corporation
• Mississippi Development Bank
• Mississippi Home Corporation
• Mizell Memorial Hospital
• Porter White & Company
• Regency Pointe
• Regions Bank
• Southeast Alabama Medical Center
• St. Clair County, Alabama
• State of Alabama
• Sylacauga Health Care Authority
• The Frazer Lanier Company, Inc.
• Wachovia Bank

Representative Transactions

• 2006 Transactions

  $2,740,000 Tax Exempt and $260,000 Taxable VariablelFixed Rate Revenue Bonds issued by The Jefferson County Economic and Industrial Development Authority

  $120,000,000 Series 2006 Infirmary Health Systems Revenue Bonds issued by Infirmary Health Systems Special Care Facilities Financing Authority of Mobile, Alabama

  $18,705,000 Series 2006 VariablelFixed Rate Promissory Note issued by SWC Princeton LLC

  $26,300,000 Series 2006-A Taxable Mortgage Revenue Bond issued by Alabama Housing Finance Authority

  $16,420,000 Series 2006 Capital Outlay Tax Anticipation Warrants issued by Madison County Board of Education

  $35,000,000 Series 2006 B & C Collateralized Single Family Mortgage Bonds issued by Alabama Housing Finance Authority

  $27,505,000 Series 2006 General Obligation Warrants issued by City ofPell City, Alabama

  $62,685,000 Series 2006-A General Obligation Bonds issued by Houston County Health Care Authority

  $50,000,000 Series 2006 D & E Collaterialized Single Family Mortgage Revenue Bonds issued by Alabama Housing Finance Authority

  $73,280,000 Series 2006 Revenue Warrants issued by Montgomery County Public Building Authority

  $3,090,000 Series 2006 General Obligation Warrants issued by St. Clair County, Alabama

  $30,000,000 Series 2006 Lease Revenue Bonds issued by Alabama Building Renovation Finance
  Authority

  $60,000,000 Series 2006 F & G Single Family Mortgage Revenue Bonds issued by Alabama Housing Finance Authority

  2005 Transactions

  $14,405,000 Series 2005-A Capital Outlay Tax Anticipation Warrants issued by Madison County Board of Education

  $14,625,000 Series 2005-B Refunding Tax Anticipation Warrants issued by Madison County Board of Education

  $2,850,000 Series 2005-A Multi-Family Housing Refunding Revenue Bonds and $44,000 Series 2005-B  Taxable Multi-Family Housing Revenue Bonds issued by Alabama Housing Finance Authority

  BD Toy, LLC Variable/Fixed Rate Promissory Notes, Series 2003 issued by BD Toy, LLC (2005 Letter of Credit Bank Substitution)

  $11,550,000 General Obligation Refunding Warrants issued by City of Greenville

  $100,000,000 Governmental Bonds issued by Health Care Authority of the City of Huntsville (Letter of Credit Bank Counsel)

  $2,510,000 Multi-Family Housing Revenue Bonds issued by Housing Authority of the City of Newnan, Georgia

  $30,000,000 Series 2005-A and $110,000 Series 2005-B Tax Exempt and Taxable 501(c)(3) Bonds issued by the Public Educational Building Authority of the City of Birmingham (UAB Student Housing)

  $8,240,000 Series 2005-A Taxable Mortgage Revenue Bond issued by Alabama Housing Finance Authority

  $33,484,119 Multi-Family Housing Refunding Revenue Bonds Series 2005-C issued by Alabama Housing Finance Authority

  $1,325,000 Multi-Family Housing Revenue Bonds issued by Housing Authority of the City of Forsyth, Georgia

  $5,870,000 Series 2005-D Multi-Family Housing Revenue Bonds issued by Alabama Housing Finance Authority

  $3,445,000 Series 2005 State Gasoline Tax Anticipation Warrants issued by St. Clair County, Alabama

  $12,700,000 Series 2005-B Taxable Collateralized Mortgage Revenue Bond issued by Alabama Housing Finance Authority

  $57,975,000  Series 2005 Governmental Lease Revenue Bonds issued by Alabama Public Health Care Authority

  $54,440,000 Series 2005-A Bonds issued by The Sylacauga Health Care Authority

  $9,315,000 Series 2005 Lease Revenue Bonds issued by The Medical Clinic Board of the City of Homewood (Lakeshore Foundation Project)

  $21,450,000 Pollution Control Revenue Refunding Bonds, Series D (Alabama Power Company Gaston Plant Project) issued by The Industrial Development Board of the Town of Wilsonville

  $11,000,000 Series 2005-E Variable Rate Demand Multifamily Housing Revenue Bonds issued by Alabama Housing Finance Authority

  $42,5800,000 Series 2005-A Revolving Fund Loan Bonds issued by Alabama  Drinking Water Finance Authority (Disclosure Counsel)

  2004 Transactions

  $48,100,000 Series 2004-A; $19,125,000 Series 2004-B; and $17,175,000 Series 2004-C Governmental Refunding Bonds issued by the Mississippi Department of Corrections (Underwriters' Counsel)

  $5,330,000 Series 2005-A Multi-Family Housing Revenue Bonds issued by Alabama Housing Finance Authority

  $10,650,000 Governmental Obligation Bonds issued by the Jefferson County Economic and Industrial Development Authority

  $5,460,000 Refunding Tax Anticipation Warrants issued by the Madison County Board of Education

  $7,500,000 Series 2004-C Multi-Family Housing Refunding Revenue Bonds and $300,000 Series 2004-D Taxable Multi-Family Housing Refunding Revenue Bonds issued by Alabama Housing Finance Authority

  $1,500,000 Series 2004 General Obligation Warrant issued by the City of Arab (Bank Counsel)

  $2,600,000 Note issued by the Regional Medical Center Board (Bank Counsel)

  $2,660,000 Series 2004-E Multi-Family Housing Refunding Revenue Bonds and $171,500 Series 2004-F Taxable Multi-Family Housing Refunding Revenue Bonds issued by Alabama Housing Finance Authority

  $4,000,000 Series 2004 Transit Tax Revenue Bond issued by the Birmingham-Jefferson County Transit Authority (Bank Counsel)

  $1,780,000 Series 2004-A and $2,505,000 Series 2004-B Refunding Tax Anticipation Warrants issued by the Limestone County Board of Education

  $9,980,000 Series 2004-B Multi-Family Housing Revenue Bonds issued by Alabama Housing Finance Authority

  $131,250,000 ISDA Master Agreement issued by the State of Alabama (Goldman Sachs Mitsui Marine Derivative Products, L.P.)

  $87,500,000 ISDA Master Agreement issued by the State of Alabama (Bank of America, N.A.)

  $131,250,000 ISDA Master Agreement issued by the State of Alabama (Bear Stearns Capital Markets Inc.)

  $78,000,000 General Fee Revenue Bonds issued by Auburn University

  $28,000,000 Athletic Revenue Bonds issued by Auburn University

  $8,640,000 Water and Sewerage Revenue Refunding and Improvement Bonds, Series 2004 issued by City of Kingsland, GA (Underwriter's Counsel)

  $7,215,000 Series 2004 Special Obligation Bonds issued by Mississippi Development Bank

  $3,220,000 Series 2004-G Multi-Family Housing Revenue Bonds (Ginnie Mae Collateralized Mortgage Loan) and $510,000 Series 2004-H Taxable Multi-Family Housing Revenue Bonds (Ginnie Mae Collateralized Mortgage Loan) issued by Alabama Housing Finance Authority

  $5,600,000 Series 2004 Variable/Fixed Rate Promissory Notes issued by MOBR-04, LLC

  $7,800,000 2004 Series B Taxable Collateralized Mortgage Revenue Bonds issued by Alabama Housing Finance Authority

  $46,000,000 THA Program Revenue Bonds, Series 2004-A (Cumberland Medical Center, Inc.) issued by The Health, Educational and Housing Facility Board of the City of Chattanooga, Tennessee (Disclosure Counsel)

  $2,100,000 Multifamily Housing Revenue Bonds, Series 2004 issued by the Housing Authority of the City of Thomaston, Georgia

  $24,880,000 Series 2004-A Revolving Fund Loan Bonds issued by Alabama Drinking Water Finance Authority (Disclosure Counsel)

  $34,580,000 Series 2004-A Revolving Fund Loan Refunding Bonds issued by Alabama Water Pollution Control Authority (Disclosure Counsel)

  
   

Public Finance

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Public Finance

Public Finance

Public Finance

Public Finance