Public Finance & Not-for-Profit

Experience

Our Public Finance & Not-for-Profit Practice is a group of nationally recognized public finance practitioners. In this highly complex area of law, we use technical knowledge and problem-solving to address each client's unique needs. We represent governmental entities, financial institutions, not-for-profit corporations, and tax-exempt entities in all forms of corporate transactions, financings, and disputes.

In the public arena, our attorneys have extensive experience with all types of transactions, including general obligation debt, revenue backed debt, real estate backed debt, credit enhancement, and swap arrangements. We have acted as bond counsel, underwriters' counsel, trustee's counsel, special tax counsel, private placement counsel, and letter of credit bank counsel - as well as counsel to institutional lenders providing other forms of credit enhancement and liquidity support - in connection with a wide range of public facilities. These include public buildings, transportation facilities, health care facilities, senior citizen housing, assisted living facilities, educational facilities, and economic development facilities.

Integral to our work is our knowledge of and interface with federal, state and local housing agencies such as HPD, NYCHA, HUD and the Department of Health on matters that incorporate - from a lender's perspective - licensing and compliance issues, subordination agreements, rental subsidies, tax exemptions, land use issues and related governmental reviews.

We represent not-for-profit corporations of every size in all types of matters, including corporate formation, preparation of organizational documents, and obtaining tax-exempt status. We also advise not-for-profit and tax-exempt clients on management compensation, corporate strategy, compliance, and corporate governance issues and best practices.

We work with a wide variety of tax-exempt organizations, including:

• religious organizations;
• colleges, universities, and other schools;
• hospitals and healthcare facilities;
• government entities and agencies;
• civic leagues and social welfare organizations;
• labor, agricultural, and horticultural organizations;
• business leagues and chambers of commerce;
• real estate boards;
• fraternal beneficiary societies;
• voluntary employees' beneficiary associations (VEBAs), and
• corporations organized for the purpose of holding property titles.

In addition, we regularly represent not-for-profit developers in connection with affordable housing transactions. Our attorneys have been instrumental in developing structures to accommodate multiple financing vehicles, including tax-exempt bonds, low income housing tax credits and various levels of subordinate loans.

The attorneys in our Public Finance & Not-for-Profit Practice Group are deeply dedicated to the profession. They serve on boards and agencies of governmental and not-for-profit entities, speak at industry group seminars on a variety of topics and are admitted to, and serve on the governing bodies of, professional public finance practitioner organizations.

Representative Matters

Housing

• Represented the lender in a $62,035,989 construction loan to The Hudson Companies and Housing Works for The Lirio, a multi-purpose project in Hells Kitchen, NY, consisting of 112 affordable and supportive housing units, 7,200 sf of retail space, and 44,000 sf of commercial office space with 30,000 sf for use by the New York MTA. 
• Represented a preeminent not-for-profit organization in connection with a $13,400,000 financing for the renovation of transitional housing for homeless adults in Brooklyn, New York financed in part under a contract with the Department of Homeless Services.
• Represented a preeminent not-for-profit organization in connection with a $9,650,000 financing for the renovation of  transitional housing for homeless adults in Brooklyn, New York and financed in part under a contract with the Department of Homeless Services.
• Represented a construction lender in its capacity as a co-lender and construction agent for a credit facility in connection with a bond issuance by the New York State Housing Finance Agency in the aggregate maximum amount of $484 million to SPE entities, the proceeds of which, together with borrower's equity, will be used to construct, develop and operate an 80/20 project consisting of a 61-story building housing over 800 residential rental market rate and affordable rate units, commercial retail space and a parking garage located on West 31st Street in Manhattan.
• Represented a construction lender in its capacity as a co-lender and construction agent for a credit facility in connection with a bond issuance by the New York State Housing Finance Agency in the aggregate maximum amount of $545 million to an SPE, the proceeds of which, together with borrower's equity, will be used to construct, develop and operate an 80/20 project consisting of a 60-story building housing over 1100 residential rental market rate and affordable rate units, commercial retail space and a parking garage located on West 42nd Street in Manhattan.
• Represented a nationally-recognized bank in their multi-faceted financing role for Teachers Village (Newark, NJ), a complex, qualified school construction bonds and new markets tax credit transaction, including representing the bank as bond purchaser, bridge lender, escrow agent and administrative agent.
• Represented a nationally recognized bank in its $9,400,000 construction loan to an SPE controlled by a New Jersey not-for-profit developer, the proceeds of which, together with proceeds from 3 different NJHMFA funding sources, FHLB funds, the Township of Tom's River Affordable Housing Program funds and Borrower's equity funds, will be used to acquire and construct a 72-unit affordable housing development in Toms River, NJ.
• Represented a nationally-recognized bank and locally-recognized bank in their roles as bond purchasers of 4 separate series of tax-exempt and taxable bonds totaling $17 million issued by both the Suffolk County Economic Development Corporation and the Town of Brookhaven Local Development Corporation, which were secured in part by mortgages on over twenty properties.
• Represented a nationally-recognized bank in connection with its issuance of a $50 million standby letter of credit to another financial institution to support tax-exempt housing bonds issued through the New York State Housing Finance Agency's 80/20 Program, which will be used to partially finance the construction of a large mixed use project in New York City.
• Represented a nationally-recognized bank in its role as bond purchaser in one of the first bond financings approved by Build NYC Resource Corporation, involving $15.2 million in tax-exempt financing for the borrower to refinance a loan used to construct a 56,000 square-foot building in the Mott Haven section of the Bronx.
• Represented a not-for-profit corporation (focused on preserving and creating affordable multifamily rental housing for low and moderate income families and seniors) in connection with its subsidiary's acquisition of the Plaza Borinquen apartment community, an 88 unit affordable housing complex located in the Bronx, New York, which marked the client's entrance into the New York market.
• Represented a not-for-profit corporation in connection with the financing of the renovation of existing structures at Ennis Frances Houses and the new construction of an additional 220 unit low-income units within the housing complex located in Harlem, New York.
• Represented a national bank, in the purchase of $46.5 million New York City Industrial Development Agency's tax exempt adjustable fixed rate civic facility revenue bonds in connection with a charitable organization's acquisition of a 77,000 square foot condominium located in Manhattan, New York.
• Represented a not-for-profit corporation focused on serving LGBT senior citizens in connection with its acquisition of a commercial condominium unit, which was financed through a private placement of approximately $7.9 million in tax-exempt bonds issued by Build NYC Resource Corporation.
• Represented a major financial institution, in connection with a $5 million participation in a $31 million letter of credit issued by a national bank for the account of a limited partnership, the proceeds of which were used to finance the construction of subsidized housing for low income people in Manhattan, New York.
• Represented an agent bank and lead syndicator, in connection with a transaction to provide credit enhancement for $145 million in first mortgage bonds and $65 million in second mortgage bonds issued to finance the encapsulation and general remediation of environmentally sensitive areas in the New Jersey Meadowlands for subsequent development into golf courses, a hotel and conference center, luxury "for-sale" housing, luxury apartment units and related environmental infrastructure.
• Represented a national bank, in connection with the issuance of a standby-letter of credit supporting an $80 million New Jersey Home and Mortgage Finance Agency variable rate bond issue.

Hospitals and Healthcare

• Represented Hackensack Meridian Health, Inc. in its offering of $1 billion Hackensack Meridian Health Taxable Bonds, Series 2020.
• Represented three financial institutions in six separate private placements of an aggregate $11,175,000 tax-exempt and taxable bonds issued by the Nassau County Local Economic Assistance Corporation and the Suffolk County Economic Development Corporation for the benefit of 5 participating member agencies of the Alliance of Long Island Agencies, Inc. for Persons with Developmental Disabilities.
• Represented a nationally-recognized bank, as lead bond purchaser, in its direct purchase of $50,000,000 of $96,000,000 of tax-exempt bonds issued by an out of state issuer, the proceeds of which were used to refinance existing tax-exempt debt and finance through a draw down structure the construction and renovation of several healthcare facilities.
• Represented a for-profit developer in connection with the issuance by the Orange County Funding Corporation of $35,515,000 in revenue bonds, the proceeds of which will be used to finance the acquisition, construction and equipping of a new 130-unit assisted living facility for elderly persons of low-income.
• Represented a not-for-profit skilled nursing facility, in connection with a $45 million development project financed by tax-exempt debt issued by the Dormitory Authority of the State of New York, the first nursing home bond issue secured by a bond insurance policy in New York State.
• Represented various health care systems and hospitals, serving as bond counsel in connection with revenue and refunding bonds through New Jersey Health Care Facilities Financing Authority.
• $47,085,000 New Jersey Health Care Facilities Financing Authority, Revenue and Refunding Bonds, Virtua Health Issue, Series 2011, retained as bond counsel in a private placement bond issue partially refunding outstanding bonds of the Authority related to the Hospital.
• $80,450,000 New Jersey Health Care Facilities Financing Authority, Revenue and Refunding Bonds, Barnabas Health Issue, Series 2011A, 2011B and 2011C, retained as bond counsel in a publicly offered bond issue funding additional capital expenditures of the hospital and partially refunding outstanding bonds of the Authority related to the Hospital.
• $106,685,000 Revenue and Refunding Bonds, Barnabas Health Issue, Series 2012A, retained as bond counsel in a publicly offered bond issue refunding outstanding bonds of the Authority related to the Hospital.

Education

• Represented Atlantic City University Housing Associates LLC and ACDEVCO as borrower/developer counsel in connection with the issuance of the $54.550 million Stockton University General Obligation Lease Revenue Bonds, Series 2021A, for purposes of financing Stockton University’s Atlantic City Campus Phase 2 Project. The bonds were issued through the Atlantic County Improvement Authority (ACIA), and the Phase 2 Project is a new student housing facility for this successful satellite campus. The firm also represented the client in obtaining approvals for the Phase 2 Project and in connection with a loan for the project of approximately $10 million from the Casino Reinvestment Development Authority (CRDA).
• Represented Hellenic Classical Charter Schools in an approximately $44 million tax-exempt and taxable publicly offered bond issue through Build NYC Resource Corporation, for the purposes of renovating existing school facilities and financing the construction of a new 48,000 square foot building.
• Represented Saint Ann’s School in an approximately $11.5 million tax-exempt bond issued through Build NYC Resource Corporation, for the purposes of refinancing the acquisition of a brownstone building in Brooklyn Heights, as well as to fund capital maintenance to the School’s existing facilities.
• Represented a private early learning center school, and its sponsor not-for-profit organization, in connection with a $9.52 million tax-exempt bond-financing through Build New York City Resource Corporation and the unwinding of a new markets tax credit financing.
• Represented the financial institution in their direct purchase of Nassau County Local Economic Assistance Corporation Revenue Bonds issued to fund the construction of an addition to an existing school and the renovation of classroom space.
• Represented an issuing bank, in connection with the issuance of two irrevocable direct-pay letters of credit in the amount of $34 million and $18.5 million for the account of a large educational institution, the proceeds of which were used to refund prior bonds issued by the Dormitory Authority of the State of New York.
• Represented a major financial institution, in a $28 million tax-exempt bond financing through the New Jersey Economic Development Authority with respect to a yeshiva in Lakewood, New Jersey.
• Represented a financial institution in its $2,200,000 term loan to a New York college and its direct purchase of $8,000,000 of tax-exempt and taxable Sullivan County Funding Corporation bonds issued for the benefit of a local dormitory corporation. The proceeds of the loan and bonds were used to refinancing existing debt.
• Represented a nationally-recognized bank in connection with its private placement of $7.5 million of Build NYC Resource Corporation tax-exempt bonds used to refinance a private school's existing tax-exempt debt and provide a working capital line of credit. Our representation included the negotiation of several intercreditor agreements among the various parties including the bank as swap provider and line of credit provider.
• Represented an international school in connection with the private placement of tax-exempt bonds with financial institutions, which bonds were issued by Build NYC Resource Corporation.
• Represented a prestigious New York City private school in connection with its tax exempt loan through a refunding note made available by Build NYC Resource Corporation, the proceeds of which were provided to it by a leading bank and used by the school to defease previously existing tax exempt debt. The representation also included a non-revolving line of credit provided by the bank.
• Represented a New York City educational and cultural not-for-profit corporation in connection with a $16 million securitized loan from a major conduit lender, the proceeds of which were used for working capital purposes and to refinance tax-exempt bonds and other commercial debt.
• Represented various colleges and universities, serving as bond counsel in connection with revenue and revenue refunding bonds through the New Jersey Educational Facilities Authority.
• Represented a not-for-profit skilled nursing facility, in connection with a $45 million development project financed by tax-exempt debt issued by the Dormitory Authority of the State of New York, the first nursing home bond issue secured by a bond insurance policy in New York State.
• $52,020,000 New Jersey Educational Facilities Authority, Revenue Bonds, Rider University Issue, 2012 Series A, retained as bond counsel in a publicly offered bond issue funding certain capital improvements to improve the energy efficiency of the University's facilities and refunding outstanding bonds of the Authority related to the University.

Transportation

• Represented various issuers, serving as bond counsel in connection with transportation system bonds, such as Capital Appreciation Bonds and federally taxable-issuer subsidy-Build America Bonds (BABs).
• $71 million New Jersey Turnpike Authority, Turnpike Revenue Bonds, Series 2012 C (Federally Taxable), represented a nationally-recognized bank in the direct purchase of variable rate bonds issued to partially refund outstanding bonds of the Authority.

General Public Finance Matters

• Representation of the Hudson Square Business Improvement District in its first issue of tax-exempt bonds, which were purchased by a large regional bank. Bond proceeds were used to refinance an existing commercial loan and to fund additional streetscape improvements in the district.
• Representation of a prominent social services agency in connection with the sale of its New York City headquarters and simultaneous negotiation of a long-term lease for its new headquarters location.
• Representation of a prominent social services agency in connection with an approximately $6,000,000 financing for new IT equipment with Build New York City tax-exempt bonds.
• Represented a nationally recognized bank in its issuance of a $5,000,000 line of credit and direct purchase of $5,420,000 tax-exempt and taxable bonds issued by Build NYC Resource Corporation, each for the benefit of a large social service agency, which bonds and line of credit were secured by pledges from 5 affiliates and the borrower.
• Represented a not-for-profit corporation focused on serving LGBTQ senior citizens in connection with its acquisition of a commercial condominium unit, which was financed through a private placement of approximately $7.9 million in tax-exempt bonds issued by Build NYC Resource Corporation.
• Represented the NAACP Legal Defense Fund in the acquisition of a commercial condominium located at 40 Rector Street in the downtown financial district, the build out of the space for their new corporate and legal services offices and the sale of their prior corporate headquarters at 99 Hudson Street.
• Represented a large social service not-for-profit corporation in connection with its acquisition of a 44,000 square foot commercial condominium unit, which was financed through the issuance of $30,000,000 Build NYC Resource Corporation tax-exempt and taxable bonds.
• Represented a commercial recycling facility in Bergen County, New Jersey, in connection with a $56 million project finance bond issue.
• Represented various international banks, in commodity trade finance transactions, including a $300 million unsecured bilateral letter of credit facility and related master risk participation agreement.

Disputes

• Successfully represented the Theodore Roosevelt Association in a contract and property dispute involving the removal of a tree of historical significance, and the attempted post-removal commercialization of the debris.

Attorneys in the Public Finance & Not-for-Profit Practice Group work closely with colleagues in the Firm's other Practice Groups, including Corporate & Securities; Financial Transactions; Governmental Relations; and Tax

Useful Resources

• "New York Nonprofit Revitalization Act of 2013," Windels Marx - Non-Profit Sector Alert (May 2014)
• "Changes in real estate credit, Part II: Direct bond purchase transactions," New York Real Estate Journal (December 2013)
• "How do direct purchases replace letters of credit in the marketplace?," New York Real Estate Journal (October 2013)