We acted as bond counsel for Bethesda Associates, a Colorado based national senior living provider. This transaction contained (i) restructuring an existing $23 million tax exempt bond to take advantage of new, more advantageous repayment terms and (ii) financing the acquisition of two new assisted living facilities through a second cross–collateralized $24 million tax exempt bond. Both bonds were purchased by a single bank.

We created a new Master Trust Indenture as part of our engagement which permitted Bethesda to treat the 2014 Bonds on a parity basis and also gave it the ability to enter into new financings in the future on a parity basis with the 2014 Bonds. The bank, which owned the old bonds, offered new, advantageous loan terms to our client. However, it was critical to avoid a reissuance of the old bonds for tax purposes when implementing the changes, because public hearings would have been required under the Internal Revenue Code in Arizona, Indiana, Missouri, Texas, and two locations in Nebraska.

We worked with the bank purchaser to extend the bank holding period for the old bonds but without extending the bond maturity. We were able to lower the interest rate within IRS guidelines avoiding the reissuance. We also advised the bank relative to its written commitments to purchase the bonds in order to keep the two bond issues separate for tax purposes, as well as making sure the existing swap agreements were integrated into the new bond issue.

Alternative Delivery providers (community health centers, mental health centers and critical access hospitals) provide innovative ways of delivering services to medically underserved and indigent populations, as compared to traditional delivery systems.

Finding optimal ways to deliver health care services is a challenge in any market and new approaches have been developed to care for people in rural areas, people with low-incomes, and people from various ethnic backgrounds. Our clients finance capital facilities with tax-exempt bonds, sometimes combined with federal grant monies for capital improvements, primarily to construct outpatient clinics for medical, dental and mental health services.

Critical access hospitals such as Family Health West provide short-term hospitalization and emergency care to people in rural areas so patients do not have to travel long distances to obtain basic services. Most bonds associated with these transactions are purchased by commercial banks. Our extensive experience in municipal finance bank transactions (we were ranked number six nationally in 2014 by Thompson Reuters for bank-qualified transactions) helps us create financing documents that are tailored to the business models represented by these alternative providers.

We have helped these organizations finance numerous projects across the State of Colorado, including acting as bond counsel for the issuance of $9.1 million of tax-exempt bonds for the acquisition of an acute care hospital building by Peak Vista Health Services in Colorado Springs. Our client then renovated the building into an outpatient clinic and administrative offices with part of the bond proceeds. Portions of the building were leased to allied service providers, creating greater efficiencies, but also requiring us to do a more in depth tax analysis.

Our other alternative delivery clients include Plan de Salud del Valle, Metro Community Provider Network, Aurora Mental Health, Arapahoe Douglas Mental Health Center and Family Health West, all in Colorado.

We were bond counsel for the issuance of $54.6 million bonds through the Public Finance Authority for the refunding and consolidation of debt for a non-profit radio broadcast organization. The California-based broadcaster, which has stations throughout the country, specializes in contemporary religious-themed music and non-sectarian educational programming. Our client sought to refinance the costs of the acquisition of 17 FCC licenses for stations located in thirteen states through the issuance of tax-exempt bonds, so we worked to consolidate its debt into one loan, which was privately placed with a consortium of banks. Initially, we closed the loan with a split between tax-exempt and taxable bonds. Over the nine months after closing, we set up local governmental hearings that are federally required in order for the taxable bonds to be converted to tax-exempt and were successful in converting about 65%. Our work enabled the client to successfully consolidate its debt and substantially reduce interest costs.

Ottawa County, Ohio $3,140,000 Various Purpose Refunding Bonds, dated 10/3/13

Apollo Joint Vocational School District $30,000,000 Various Purpose School Improvement Bonds, Series 2013, dated 9/12/13

We served as counsel to the Franklin County Convention Facilities Authority in a transaction by which the Authority became the owner of Nationwide Arena with financing provided by the City of Columbus, Franklin County, State of Ohio and Nationwide Insurance based on casino tax revenue.

We were intimately involved in all aspects of the transaction and took primary responsibility for drafting and negotiating the $42.5 million purchase agreement providing for the sale and restructuring of the existing arena ownership. Further, we negotiated and prepared the other major agreements between the Blue Jackets, Nationwide and OSU that provided, amongst other items (i) the team’s continued use of the arena as its “home ice” through 2039, and (ii) the shared management and allocation of expenses for the arena.

The transaction marked one of the largest ventures between the private and public sectors in recent history in Central Ohio and made a significant statement within the Columbus community.

$1,503,460,000 Railsplitter Tobacco Settlement Authority, Tobacco Settlement Revenue Bonds, Series 2010 (Special Counsel)

$10,000,000 Variable Rate Demand Conduit Multifamily Mortgage Revenue Bonds, 2008 Series A (Overlook Terraces Apartments Project) and $890,000 Taxable Variable Rate Demand Conduit Multifamily Mortgage Revenue Bonds, 2008 Series B (Overlook Terraces Apartments Project) (Fannie Mae Credit Enhanced)