Balch & Bingham has one of the oldest and well known public finance practices in the Southeast. We have been engaged in a public finance practice since 1961 and have a national practice, consisting of bond counsel representations in the Southeast and issuer, underwriter, borrower, trustee, tax compliance, tax controversy, bankruptcy and bank counsel representations throughout the country.
Our attorneys work to promote the integrity of the municipal market through regular involvement in the National Association of Bond Lawyers (NABL). The firm has a former NABL president, Fellows of the American College of Bond Counsel, Bond Attorneys’ Workshop Chair, Steering Committee members, Workshop, Seminar and Institute faculty, and committee members and chairs.
Our public finance work involves navigating a variety of legal and financial matters 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 options and procedures to raise capital; drafting legislation; preparing the required minutes, ordinances, resolutions, contracts, leases, indentures, mortgages, official statements, publications, governmental filings 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 pursuant to regulations for tax-exempt issues.
Tax-exempt financings include inquiries to characterize obligations as private activity bonds or governmental bonds, analysis of the use of proceeds, matters of timing, sizing and investment 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. For all kinds of bond issues, our practice requires legal analysis and drafting in connection with the filing and disclosure requirements under 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, colleges, universities 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 private activity financings for airport, manufacturing, sewage, solid waste disposal, and gulf opportunity zone facilities, as well as museums and private schools and colleges.
- Housing: We have a vibrant single family and multifamily housing bond practice, having served as bond counsel to Alabama Housing Finance Authority for over thirty-five years and as issuer counsel to the Mississippi Home Corporation for approximately twenty years. We have also served as bond counsel in multifamily transactions in Georgia and Tennessee. Our public finance attorneys work closely with the firm's Banking and Financial Services lawyers on affordable housing and tax credit transactions.
- Non-Profit: A special area of emphasis for our bond counsel, special tax counsel, borrower’s counsel and underwriter's counsel work has been financings for 501(c)(3) entities such as museums, student housing, and private schools and colleges. We also provide representation in tax-exempt equipment leases, loans and other financings that require tax opinions.
- Healthcare: We have frequently been engaged to serve as bond counsel and underwriter’s counsel in health care financings. In the governmental and nonprofit health care arena, the firm has been called upon to assist with the purchase and sale of businesses and facilities; the financing of purchases; long-range strategic planning; post-issuance compliance; and joint venture arrangements between hospitals, physicians and other providers.
- Derivatives: Through the firm’s concentration in public finance, our lawyers have gained extensive experience with the use of interest rate swaps and other derivative products. The firm represents both swap market makers and end users of derivative products in different transactions. Clients in this area include both public and private entities. Areas of experience include fixed-to-floating and floating-to-fixed interest rate swaps, basis swaps, options for swaps, rate locks, total return swaps and constant maturity swaps. In the public finance context, the firm provides guidance on the use of swaps as "qualified hedges" in connection with tax-exempt financings.
- Tax Compliance: A significant portion of Balch’s practice is devoted to the federal tax aspects of public finance, including pre-issuance tax planning and post-issuance tax compliance and consultation, including rebate opinions, IRS Form 990 Schedule K matters and IRS audit work.
- Direct Lending: We represent a number of national, international, regional and local banks in their lending activities in the Southeast. We work closely with our bank clients and the firm’s Banking and Financial Services attorneys to structure and document taxable and tax-exempt direct loans to governmental, 501(c)(3) and for-profit entities.