Practices

Buyside Representations

In addition to our services as counsel to issuers, borrowers, and underwriters, Ballard Spahr's Public Finance Group serves as counsel to investors, bondholders, indenture trustees, and bond insurers in numerous municipal industry sectors, with a particular focus on offerings of high-yield municipal bonds and handling of special situations involving distressed credits, default administration, collateral impairment, exercise of remedies and recoveries.

Ballard Spahr is one of a handful of public finance firms in the nation (and the only firm based in Pennsylvania) that actively represents institutional investors, insurers, indenture trustees, and bond insurers in the limited offering and private placement of high-yield municipal bonds. We regularly represent buyside clients, including many of the largest mutual funds, insurance companies, investment management firms, and municipal hedge funds in offerings of a variety of high-yield municipal bond transactions; particularly financings involving bioenergy, resource recovery and recycling facilities, healthcare facilities, educational facilities and student housing, charter schools, transportation, and governmental facilities.

We understand how to maximize recoveries and mitigate risks for investors in high-yield municipal securities, including effectively negotiating financing terms relating to defaults and remedies, lock boxes, pledges of distinct revenue streams, mortgages, security agreements and membership interest pledges, collateral assignments of contracts and intellectual property, intercreditor and subordination issues, and effective financial and operating covenant packages.

We regularly advise our clients, including professional municipal industry associations, on developments in bankruptcy law and the ever-shifting law on pledges, statutory liens, and special revenue bonds.

Additionally, we are able to assist investors with due diligence, collateral audits, and internal approval processes. Our extensive experience in all sectors of public finance allows us to efficiently review and negotiate financing documents to protect the rights of bondholders. We also handle many trust instruction proceedings in state courts every year on behalf of indenture trustee clients.

We regularly represent investors, insurers, and indenture trustees in matters involving bondholder consent solicitations, workouts, restructurings, and bankruptcies. Our attorneys have been involved in many of the recent landmark Chapter 9 municipal bankruptcy cases including Jefferson County, Detroit, Stockton and San Bernardino, California, Harrisburg and Chester, Pennsylvania. Our firm and several of our lawyers are ranked among the very top firms and attorneys in the area of municipal bankruptcy. The Legal 500 has recognized the firm’s municipal bankruptcy group in general, and attorneys William Rhodes, Tobey Daluz, and Matthew Summers in particular, for their strength in municipal bankruptcy, particularly in connection with chapter 9 cases involving pension obligation debt, representing fiscally challenged municipalities, underwriters, indenture trustees, bond insurers, and bondholders.

We offer investors a broad team of lawyers covering litigation and bankruptcy, securities, finance, real estate, distressed real estate, secured transactions, intellectual property, environmental and tax law to provide comprehensive advice on all elements of financings as well as workouts and restructurings both in and out of court in special situations. We regularly advise clients on communications with debtors, exercising intermediate remedies, including debtor in possession loan facilities, and the pursuit of more aggressive recovery strategies including appointment of receivers and chief restructuring officers, enforcing pledges of membership interests and liens on collateral. Many members of our Distressed Assets and Opportunities group have significant experience with bond defaults, workouts, restructurings, and bankruptcies, and we offer our clients comprehensive, multidisciplinary expertise and training across a wide range of issues and strategies relating to capital recovery.

Experience

Served as counsel to the bond purchasers in connection with the issuance of $56,220,000 of Iowa Finance Authority Healthcare Facility Revenue Bonds to finance the acquisition of and improvements to a medium term mental health facility.
Served as bond purchaser counsel in the financing for the acquisition, construction, and equipping of a solid waste treatment, disposal, and recycling facility for the processing of solid food waste and biosolids to produce fertilizer, renewable electricity, and renewable natural gas in California.
Served as counsel to the senior bond purchasers in connection with a limited offering of a series of exempt facility revenue bonds to finance a portion of the costs to acquire a leasehold interest in an existing building in New Jersey and develop, construct, and equip a new facility to process municipal biosolids (sludge) into inert biochar for use as a land application and filtering medium and to produce renewable energy in a closed loop system to power a portion of the facility.

Represented approximately 20 institutional investors in the limited offering and sale of nearly $220 million of senior lien, tax-exempt revenue bonds issued by the Southern Ohio Port Authority. The proceeds were loaned by the issuer to a special purpose entity to finance a portion of the costs of developing a state-of-the-art facility that is designed to recycle waste polypropylene into near-virgin resin.
Represented the prospective investors in a high yield offering of unrated bond anticipation notes to be issued by the U.S. Virgin Islands Water and Power Authority (WAPA) to fund past due amounts owed to a critical power generation equipment provider. WAPA was deeply distressed (currently rated CCC) and legally unable to issue electric system revenue bonds due to its financial condition. The notes were highly structured with dedicated (non-electric) revenues pledged as security. Because WAPA was unable to generate audited financial statements for its prior two fiscal years, the notes were offered through a private placement, only to institutional investors, without an offering or disclosure document, and based solely on limited information provided directly to prospective investors.
Served as purchaser’s counsel for landfill gas capture facilities for Methane to RNG landfill cap.
Represented affiliates of a large European bank in the City of Detroit’s chapter 9 bankruptcy case. In 2005 and 2006, the client purchased more than $500 million of certificates issued as part of a transaction designed to satisfy the City’s pension liabilities. Ballard Spahr was involved in all aspects of the City’s bankruptcy case and participated at the forefront of most of the litigation until late in the process when we assisted our clients in executing a series of successful secondary market transactions thereby eliminating their position.
Served as purchaser’s counsel to investors in connection with their purchase of bonds to finance pre-development costs of the proposed Brightline West project, a proposed high speed rail line from Las Vegas to California. Ballard Spahr reviewed and negotiated on behalf of the investors all of the project documents and financing documents related to the project.
Represented an institutional investor in its purchase of a series of bonds issued by the West Virginia Economic Development Authority to finance solid waste disposal facilities at a coal mine in West Virginia.
Represented Arbor, as construction lender, in connection with the making of a $32,500,000 construction loan (the “Loan”) in connection with a to-be-constructed first class single-family residential rental project to be located in Katy, Texas (the “Project”). Represented Arbor in connection with all aspects of the Loan, including, without limitation, the negotiation of the term sheet, the preparation and negotiation of the loan documents, the review of diligence associated with the Project and post-closing work associated with Arbor’s desire to place the subject Loan on an existing “warehouse lending facility.” The Project is located in a “MUD District” and Ballard Spahr assisted Arbor in its review and analysis of the documentation and agreements associated with the MUD. The Loan included a completion guaranty, as well as an interest reserve and carry guaranty with the Project’s sponsors. This Loan, and associated facilities that Ballard Spahr has worked on for Arbor, represent an expansion of Arbor’s lending exposure into construction loans and in particular, those associated with the increasingly popular product of single-family residential housing for rent.
Served as purchaser/lender counsel on the Public Finance Authority Revenue Bonds (Proton International Arkansas, LLC), Series 2021, consisting of $48,095,000 Public Finance Authority Senior Revenue Bonds (Proton International Arkansas, LLC), Series 2021A, $5,000,000 Public Finance Authority Subordinate Revenue Bonds (Proton International Arkansas, LLC) Series 2021B, $3,750,000 Public Finance Authority Subordinate Revenue Bonds (Proton International Arkansas, LLC) Series 2021C (Taxable). The proceeds were used to finance costs of constructing the proton therapy center for use jointly by three major healthcare systems in Arkansas.
Served as counsel to the prospective purchasers of bonds for two micro-hospitals being developed in the Lehigh Valley region of Pennsylvania. Each micro-hospital will be approximately 22,000 square feet, with 10 inpatient beds, 11 emergency beds, an imaging suite, a point of care laboratory, and a pharmacy. The total cost is estimated at approximately $20 million for each facility.
Served as purchasers’ counsel in connection with the purchase of bonds issued by the Public Finance Authority to finance certain public infrastructure for several large residential and mixed-use developments in Texas, which bonds are payable from proceeds for future bonds to be issued by Municipal Utility Districts formed to own and finance such public infrastructure.
Served as purchaser counsel on a $54,000,000 financing of a portion of the costs of development and construction of a professional minor league soccer stadium in Rhode Island. The bonds are secured by a pledge of certain “economic activity taxes” generated in multiple redevelopment districts established within the State, including the site of the new stadium area, but not by a lien on the facility itself. The pledge of such taxes is subject to annual appropriation by the State. Ballard Spahr represented a municipal hedge fund that purchased all of the bonds.

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William C. Rhodes

Team Co-Leader

rhodes@ballardspahr.com
- Tel 215.864.8534
Kimberly D. Magrini

Team Co-Leader

magrinik@ballardspahr.com
- Tel 646.346.8086

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