The International Law Firm of Fulbright & Jaworski – Public Finance
November 2011
- Recent Rankings
- In the News
- Client Briefings and Web Seminars
- Speeches and Presentations
- Spotlight Practice: Health Care Tax-Exempt Financing
Recent Rankings
Third Quarter Thomson Reuters Rankings
According to rankings announced by Thomson Reuters for third quarter 2011, Fulbright ranked 6th in the nation as bond counsel overall, helping to issue $5.15 billion par amount of bonds in 225 issues. Fulbright ranked 2nd in the nation as underwriter's counsel, helping to market $7.22 billion par amount of bonds in 180 issues. Fulbright also ranked in the top 10 in the nation as disclosure counsel.
In the News
Fulbright Releases Summary of Texas 82nd Legislative Session
Fulbright & Jaworski's Public Finance attorneys prepared a comprehensive summary of the bills passed by the 82nd Texas Legislature and signed by the Governor. This summary highlights the public finance bills thought to be the most important to Fulbright clients. A legislative calendar, a list of useful terms, and explanations of certain legislative procedures are also included.
Access your complimentary copy of Texas Public Finance Legislative Review.
Fulbright Partner Elected as Fellow of the American College of Bond Counsel
Fulbright partner, Kathleen Ellison has been elected as a Fellow of the American College of Bond Counsel (ACBC), marking the first time a female Fulbright lawyer has been inducted into the ACBC.
Ellison is joining Rick Weber, who has served on the board of directors since he was elected in 2006, long-time fellows Dick Kornblith and Bob Ferdon, and four other Fulbright partners who were inducted as fellows in September of 2010.
ACBC was formed for the purpose of recognizing lawyers who have established reputations among their peers for their skill, experience and high standards of professional and ethical conduct in the practice of bond law.
Practicing out of Fulbright's Houston office, Ellison acts primarily as bond counsel, underwriter's counsel, disclosure counsel and trustee counsel in local government and structured financings.
Fulbright Nominee Named Finalist for 2011 Magna Stella Awards
Dona Cornell, Vice Chancellor/Vice President for Legal Affairs and General Counsel for the University of Houston and the UH System, is a finalist for the Magna Stella Award for in-house excellence in leadership and management in the category of non-profits and government agencies. The Magna Stella Awards are sponsored each year by the General Counsel Forum. Cornell was nominated for the award by Fulbright's Public Finance Section. As stated in Fulbright's letter of nomination, Cornell cares about people and strives to go the extra mile to get the job done.
Client Briefings and Web Seminars
Fulbright Hosts Municipal Bankruptcy Web Seminar - "Modification or Discharge of Debt in a Chapter 9 Case"
On Thursday, October 20, Fulbright & Jaworski hosted a web seminar discussing eligibility of local governments to file for bankruptcy under Chapter 9 of the U.S. Bankruptcy Code and their rights under Chapter 9. Fulbright attorneys organized this seminar around a debate between advocates for municipalities and advocates for bondholders and other creditors concerning the extent of the powers available in a Chapter 9 case.
Key topics discussed include:
- What is a "municipality" that can file a Chapter 9 case?
- What standards must a municipality meet to file a Chapter 9 case? (What legal and political authority is required; what does "insolvency" mean for a municipality?)
- What general standards must be met to confirm a Chapter 9 plan?
- What is fair and equitable treatment for a secured claim?
- What is fair and equitable treatment for unsecured claims?
Kathleen Ellison, public finance partner in Houston participated as a presenter. Clay Binford, public finance partner in San Antonio, assisted in developing the seminar and subject matter. To view this web seminar, please click here.
Fulbright Alert: S&P Downgrade of U.S. Credit Rating
As a result of Standard & Poor's downgrade of the United States government's long-term credit rating from "AAA" to "AA+", issuers of municipal securities and conduit borrowers may need to file notice of a change to the credit rating of their securities to comply with their contractual continuing disclosure undertakings, if their securities are also downgraded. Municipal securities that may have been downgraded include defeased securities, securities secured by financial obligations guaranteed by a federal agency, and securities issued by state and local governments that are dependent on revenue from the federal government and its employees and vendors. A municipal issuer or conduit borrower may not be notified by S&P of any downgrade, so may need to take affirmative steps to determine if any of its municipal securities were downgraded. If downgraded, the continuing disclosure undertakings should be reviewed to determine whether a filing is required to comply with the undertaking.
If the undertaking complies with Securities and Exchange Commission Rule 15c2-12, the municipal securities issuer (or conduit borrower) must provide notice of certain rating changes to the Municipal Securities Rulemaking Board ("MSRB") via its Electronic Municipal Market Access ("EMMA") system. If the securities were issued before December 1, 2010, the undertaking likely requires that the issuer or borrower provide timely notice only if the change is material to an investment in the securities. If the securities were issued on or after December 1, 2010, the undertaking likely requires notice to be provided within 10 business days after the rating change, whether or not the change is material. Notice could be required even if the rating was assigned at the request of an investor rather than the issuer (e.g., for defeased securities).
Defeased downgraded securities involve other considerations. If the related continuing disclosure undertaking terminated when the securities were defeased, no action is required. If, on the other hand, the undertaking states that it remains in force for so long as the issuer (or conduit borrower) is an "obligated person," the notice requirement would persist unless such person no longer remains obligated to pay the defeased bonds. Whether the issuer or borrower remains an obligated person may depend on whether the escrow deposit releases it from liability on the defeased securities and whether the escrow agreement obligates it to fund escrow shortfalls.
Any failure to comply with a continuing disclosure undertaking could require disclosure of the failure in the issuer's (or conduit borrower's) offering documents for the next five years. An issuer or borrower may give notice of a downgrade even if it is not contractually obligated to do so.
Speeches and Presentations
Fulbright Lawyers Give Presentation at TACA's Annual Fall Conference
Fulbright attorneys Neil Thomas, Peter Smith and Mike Swartz presented at the Texas Association of County Auditors (TACA) 66th Annual Fall Conference on Wednesday, October 19, 2011 in College Station, Texas. The presentation titled, "What You Need to Know Before and After Issuing County Bonds," informed participants of the latest developments in post issuance compliance matters.
Fulbright Attorneys Speak at TML Annual Conference
A panel of three Fulbright attorneys spoke at the Texas Municipal League (TML) Annual Conference on Wednesday, October 12, 2011 in Houston, Texas. Kathleen Ellison and Peter Smith addressed tax issues and Adrian Patterson spoke on issues that arise when governments issue bonds.
Spotlight Practice: Health Care Tax-Exempt Financing
Health care providers continue to face ripple effects created by the global economic crisis of the past few years. Amid lingering concerns about the stability of the municipal market, hospital systems and other health care providers must strive to maintain strong credit ratings and be prepared to respond to changing risks to their strategic initiatives, operations and capital structure.
Fulbright's Health Care Tax-Exempt Finance Practice Group marshals a broad range of resources and experience to help clients of all sizes raise capital and mitigate financing risks in this unpredictable environment. Fulbright offers a complete range of health care financing services. These services extend beyond the traditional roles of bond counsel and underwriter's counsel. As borrower's counsel, Fulbright lawyers often assist clients with products and transactions in addition to bonds. Representative transactions include:
- bond issuances, including multi-modal products
- open market tenders
- private placements
- liquidity products
- swap transactions
- covenant analysis
- lines of credit and revolving loan agreements
- taxable and tax-exempt lease financing
- HUD financing
Over the past decade, Fulbright & Jaworski has acted as bond counsel, issuer's counsel, underwriter's counsel, disclosure counsel or special tax counsel in more than 175 health care debt offerings, raising more than $15 billion for numerous health systems, hospitals, medical schools, nursing homes, continuous care retirement communities, special purpose entities, state agencies and other health care organizations across the U.S.
Please contact any of the lawyers below for more information about our tax-exempt financing capabilities for the health care industry:
Austin
Joy R. Bode, tax
512 536 4511
Jerry A. Bell
512 536 4596
Dallas
Scott M. Kortmeyer
214 855 7459
Houston
Fredric A. Weber
713 651 3628
San Antonio
George W. Scofield
210 270 7189
Los Angeles
Donald L. Hunt
213 892 9316
Minneapolis
John F. Kapacinskas
612 321 2205
New York
Stanford G. Ladner
212 318 3212
St. Louis
James G. Wiehl
314 505 8820
Washington, D.C.
Rick Robinson
202 662 4534
