Public Finance

As bond counsel in Washington, Oregon, Alaska, Idaho, Illinois, and Montana, we provide legal services in the issuance of general obligation bonds, utility revenue bonds, assessment bonds, industrial development bonds (and other types of private activity bonds), short-term obligations (tax, revenue, and bond anticipation notes), lines of credit, lease financing, tax increment financing, 501(c)(3) bonds, and refundings. We assist clients in financing projects using new tools available under the federal recovery act, including Recovery Zone Bonds, Build America Bonds, and various tax credit bonds. We help clients identify and resolve legal, practical, and political concerns in all phases of a bond issue. In addition to our extensive experience working with issuers in Washington, Oregon, Alaska, Idaho, Montana, and Illinois, we have worked with clients elsewhere in the United States and abroad. 

These matters include:

• Structuring bonds
• Drafting election proceedings
• Reviewing disclosure documents
• Providing advice on compliance with state constitutional and statutory requirements
• Providing advice on compliance with federal tax and securities regulations
• Drafting closing documents and preparing bond transcripts

Our specific experience bond includes:

• General obligation bonds
• Revenue bonds
• Assessment and local improvement district bonds
• Certificates of participation and lease financing
• Innovative debt instruments

K&L Gates has extensive experience negotiating interest rate swap transactions on behalf of municipal issuers. We have also negotiated numerous hedging transactions in connection with power purchase contracts for municipal utilities. We have significant experience with interest rate swap and other derivative transactions on behalf of corporate clients.

Our lawyers represent end users and do not represent dealers in swap transactions. We focus on interest rate swap transactions from the perspective of our issuer clients, negotiating terms that also are acceptable to a variety of providers. In our experience, a number of "standard" swap provisions must be modified to accommodate state law as well as the complex borrowing structures and covenants of municipal issuers.

The firm is very active as bond counsel to issuers of housing and nonprofit revenue bonds. These transactions have included public and private sales, fixed and variable rate issues, master trust indentures, and interest rate swaps. The security for these bonds has included project revenues, taxes, contingent loan agreements, insurance, letters of credit, pass-through certificates, and mortgages. We also have experience with the allocation side and policy challenges of administering the low-income housing tax credit program.

We maintain the largest school district finance practice in the Pacific Northwest, both in numbers of finance lawyers and the number of issues for which we act as bond counsel. We assist districts with drafting bond and levy measures and election resolutions and have a broad range of experience in all types of school district finance, including conditional sales contracts, leases, tax, revenue and bond anticipation notes, qualified zone academy bonds, qualified school construction bonds, limited general obligation bonds, voted general obligation bonds, and refunding bonds.

During our many years of representing higher education clients, we have enjoyed excellent working relationships with their finance staff, line staff, attorneys, and financial advisors. We have not only worked on numerous bond issues and property acquisitions and developments, but also provided advice with respect to student fee structures, state initiatives, ongoing disclosure to the secondary market, private use of public facilities, legislative options, privatization of public functions, and other issues.

We have worked with many issuers to provide tax-exempt lease financing for educational facilities, including buildings and equipment. While most of these transactions involved governmental borrowings supported by local and state taxes, as opposed to conduit financings, they have provided us with significant experience in dealing with lessors, intermediary banks, and state law issues regarding security for lease transactions.

Our public finance lawyers assist public and select private entities in virtually every aspect of infrastructure development, including financing, planning, permitting, land acquisition, real estate transactions, competitive bidding, construction contracts and claims, environmental and regulatory proceedings, and litigation. We also assist clients in the use of Recovery Zone Facility Bonds in public-private projects.

We have helped municipal and private sector clients form and manage some of the largest, most complex public-private sector joint ventures in the Pacific Northwest and Illinois, including the development of major cultural and port facilities and large-scale urban redevelopments. We also have experience with multiple facets of public-private partnerships, including privatization, risk shift, and joint development. We bring multidisciplinary experience to these projects in order to effectively manage a vast array of implications of public-private partnerships, including procurement issues, environmental issues, litigation, permitting, and condemnation and Supreme Court, as well as federal, state, and local tax matters.

K&L Gates pioneered the use of 63 20 financings in the Pacific Northwest, an innovative financing vehicle well-suited to financing the public portion of projects that also include separate private components. These financings have been successfully used to provide tax exempt financings, utilizing a nonprofit corporation, for projects that are used by, and ultimately will be owned by, a public entity. In this way, public entities are enabled to achieve their public purposes without incurring debt and with greater flexibility to negotiate construction contracts.

Our lawyers have extensive experience in bond issuers’ original and secondary disclosure obligations and other securities law issues. We keep abreast of Securities and Exchange Commission requirements, practices in other regions, and case law developments and are ever mindful of the potential liabilities to all parties, particularly the issuer, of inadequate disclosure. We often prepare official statements as bond counsel and disclosure counsel on behalf of the issuer.

We closely monitor U.S. Treasury regulations and interpretations of the Internal Revenue Code. We offer the services of two full-time tax lawyers who focus entirely on federal tax law matters relating to municipal finance. Our lawyers offer comprehensive tax services on all types of public financing transactions, including tax-exempt bonds issued by state and local government units and public agencies. We advise municipal issuers, underwriters, borrowers, and credit-enhancers on all aspects of federal tax laws affecting tax-exempt bonds, including structuring of governmental bonds and private activity bonds, complying with arbitrage and rebate regulations, and responding to Internal Revenue Service (IRS) examinations and audits.

In addition to keeping abreast of finance issues, our bond lawyers continually review and discuss proposals for federal legislation that may impact our clients or the municipal bond market, including the federal recovery act.

While most of our work as bond counsel involves the issuance of tax-exempt bonds, an increasing percentage of taxable bonds are being issued, including Build America Bonds. As the demand for private activity bonds has grown, we have been involved with the issuance of taxable portions of tax-exempt bond issues in order to pay for costs that cannot be financed with tax-exempt bonds. We have also served as bond counsel in the issuance of taxable obligations for the financing of pension liabilities, including Oregon's $2.08 billion pension obligation bonds.

We have also acted as bond counsel for large taxable bond issues for sports facilities. Specific issues have combined taxable and tax exempt bonds to finance a new baseball stadium and basketball arena. Each of these taxable bond issues share virtually all of the characteristics of tax exempt bonds, except for the federal tax law analysis and the tax opinion.

The firm has acted as underwriter’s counsel in many bond financings for cities, towns, housing authorities, counties, public utility districts, and other state agencies. In addition, we routinely serve as disclosure counsel to issuers, preparing official statements and providing a 10(b)(5) opinion with respect to federal securities laws.

We take pride in preparing clearly written, careful disclosure documents that are mindful of the federal securities laws applicable to municipal offerings. We counsel clients on various aspects of the federal securities laws and their applicability to primary disclosure documents as well as annual filings, material event notices, and other disclosures.

As underwriter’s counsel, we also strive to develop a team relationship among the players. We enjoy an excellent working relationship with the other members of a financing team. We are also technologically adept and are happy to use extranets, emailed documents, or any other form of communication that works for the finance team.