Public Finance

Nationally Recognized Bond Counsel

We regularly serve as bond counsel, disclosure counsel, and underwriter’s counsel on publicly offered bond issues, and as bond counsel and bank and liquidity provider counsel in direct placements.

More than 200 public finance clients & billions of dollars in municipal bonds

Pope Flynn’s attorneys have participated in the issuance of several billion dollars of municipal bonds in the past five years in our work with more than 200 public finance clients. During this time one of our members has served as President of the American College of Bond Counsel and we have accomplished exceedingly complex, first-of-their-kind transactions. We have assisted in drafting numerous pieces of legislation and we are regularly consulted on matters of public finance by governmental bodies, support organizations for governmental bodies, financial advisors, lenders and underwriters. Our broad client base provides exposure to many structures and financing needs and keeps our practitioners current with market expectations and practices in the field of public finance.

Solving complex financing problems through traditional & first-of-their-kind transactions

Our governmental clients face challenges in providing funding for capital facilities. While traditional practices may be sufficient for many needs, our experience suggests that some problems can be solved with better outcomes using new practices and different methods of obtaining the use of capital. Individually and collectively, we have established a record for devising and successfully implementing plans to deal with problems that could not be solved by conventional, tried and true means. And we have extensive and very recent experience in public-private partnership transactions and other new methods of solving the ever-present problem of capital funding.

Pope Flynn Public Finance Experience

Airports and Ports

Our attorneys have worked as bond and underwriters’ counsel on public and private financings at each of the major airports in South Carolina and several in North Carolina over the course of their careers and have significant experience with enterprise revenue bond financings serving both airport and port facilities. These transactions require particular attention to private use and associated tax issues, and present unique issues in terms of revenue sources.

From determining which portion of the bonds should be issued as qualified private activity bonds subject to AMT, to ensuring appropriate disclosure for these unique facilities, our team stands ready to assist these critical institutions as they facilitate commerce.

Counties

Counties are faced with the challenge of financing projects to provide a diverse range of facilities and services, but are afforded a wide range of tools with which to finance these needs. Perhaps the common thread is that county needs rarely come with a small price tag.

To finance these needs, counties must make use of traditional public finance tools, as well as sales tax programs for capital and transportation projects, which are often the only tools powerful enough to effectively address large infrastructure needs. Of course, counties also encompass a diversity of rural and urban communities where more tailored solutions are required.

Special tax districts frequently represent the most targeted and efficient method of solving localized issues, whether for the purpose of providing fire service or restoring dams destroyed during a 1000-year flood.

Pope Flynn attorneys have worked with counties throughout South Carolina with each of the tools below:

  • Capital Project Sales Tax
  • Transportation Sales Tax
  • Installment Purchase Transactions
  • General Obligations Bonds
  • Public-Private Partnerships (P3)
  • Special Tax District Financing
  • Hospitality Fee Revenue Bonds
  • Utility Revenue Bonds
    • Water & Sewer
    • Stormwater
    • Electric

Counties also serve as the primary unit of local government for coordinating economic development projects with the South Carolina Department of Commerce and have taken a leadership role in developing tax incentive structures to provide a welcoming environment for industry. Counties must walk a fine line of incentivizing economic development while making certain that they do not over-extend themselves in the interest of attracting industry.

We have worked with counties across South Carolina to address the challenge of financing infrastructure to meet the needs of economic development and also to develop documents and programs to balance incentives and the public interest. We have extensive experience with the tools of economic development incentives and finance, including the typical building blocks listed below.

  • Multi-County Industrial and Business Parks
  • Fee in Lieu of Tax Incentives
  • Special Source Revenue Bonds
  • Special Source Revenue Credit Transactions

Healthcare

We have served as bond counsel, corporate counsel, bank counsel, and underwriter’s counsel on public and private financings for governmental and non-profit hospitals, senior living centers, and related healthcare facilities. Our services have included the preparation and review of new master indentures, bond indentures, offering documents, loan and credit agreements and other financing documents.

Due diligence for these transactions and an understanding of providers’ businesses and objectives are critically important. Our practitioners work with healthcare providers and their strategic
consultants and financial advisors on an everyday basis to ensure they have the correct financing tools and that the client’s business model drives the financing and not the other way around.

Higher Education

We have extensive experience as bond counsel, disclosure counsel and underwriter’s counsel in financings for athletic and institutional facilities, as well as student housing for institutions of higher learning. In the past 5 years our bond lawyers have represented 6 of the 10 state-supported institutions of higher learning in South Carolina in traditional as well as first of their kind projects.

University of South Carolina School of Law Front Exterior
The University of South Carolina – School of Law

General and educational financings have included new schools of law, business, and communications; academic buildings to house research facilities, labs and classrooms; libraries; new campus electrical grids; and student health centers. Supporting facilities financings have included thousands of student housing beds, parking facilities, dining halls, bookstores, and related infrastructure.

Athletic financings have benefited football and baseball stadiums, basketball coliseums, practice and operational spaces. We also have significant experience working with support foundations to finance projects that aid in the mission of higher education institutions. Recent transactions have involved the following types of transactions:

  • Athletic Facilities Revenue Bonds
  • General Obligation State Institution Bonds
  • Higher Education Revenue Bonds
  • Public-Private Partnerships (P3)
  • Revenue Bonds
  • South Carolina Jobs-Economic Development Authority Conduit Financings

Municipalities

Municipalities present a funding puzzle. With a diversity of revenue streams, higher density of population, significant restrictions on taxation, and the ever-present demand to replace existing infrastructure and provide for growth, it takes a comprehensive and thoughtful plan to make the most of scarce resources.

Aerial shot of Riverside Village at night
City of North Augusta – Riverside Village

Engaging bond counsel that has recent and first-hand experience with every financing mechanism available to municipalities is often a good start. We are most valuable to clients when we are consulted at the conception of a plan, frequently with the municipal advisor to the municipality.

Our firm also has significant experience with redevelopment financing for some of the most significant redevelopment projects in the Carolinas, particularly using tax-increment financing districts, special assessment improvement districts and public-private partnerships.

While municipalities have much to gain from partnering with private developers in projects of this kind, it is imperative that they have experienced legal counsel protecting their interests. We have defended redevelopment financings from challenge and prevailed in the Supreme Court of South Carolina. While these projects are often among the most challenging we undertake, the transformational nature of such projects provides benefits to the community in a way few projects can.

We have significant experience with all types of municipal financings in the Carolinas, including:

  • Accommodation and Hospitality Fee Revenue Bonds
  • Installment Purchase Transactions
  • General Obligations Bonds
  • Municipal Improvement District (MID) Financings
  • Public-Private Partnerships (P3)
  • Special Assessment Improvement Districts
  • Special Source Revenue Bonds
  • Tax Increment Financing (TIF) Transactions

Municipalities often serve as the primary water and sewer provider, and may have established electrical and stormwater utilities. We work with issuers every day to develop financing structures and access capital for this critical infrastructure from the South Carolina commercial bank market, the public capital markets, the State Revolving Fund Loan Authority, and the United States Department of Agriculture, Rural Development. This area has been a particular strength of our firm and a particular focus of our Founder, Margaret Pope. We have extensive experience with the following types of bond issues:

  • Utility Revenue Bonds
    • Combined System Revenue Bonds
    • Stormwater System Revenue Bonds
    • Water & Sewer System Revenue Bonds

Public Schools – K-12

We regularly serve as bond counsel to public schools issuing general obligation bonds, participating in lease and installment purchase financings, and effecting refundings. We have also completed a wide range of tax-credit and federally tax-advantaged transactions for public schools issuing Qualified School Construction Bonds, Qualified Zone Academy Bonds, Build America Bonds, tax anticipation notes, and bond anticipation notes. School district financings take on each of the following approaches and we have recent, relevant experience with each.

  • General Obligation Bonds
  • Installment Purchase Transactions
  • Public-Private Partnerships (P3)

Special Purpose Districts

Public sector service delivery undergirds modern society and South Carolina could never have progressed to its present day success without the contribution of Special Purpose Districts. SPDs face many challenging issues and we have been fortunate to face these issues together with our SPD clients.

Lady’s Island-St Helena Fire District – Headquarters

Developing capital plans, legislation, and relationships with abutting local governments are each critical to the success of the SPD in today’s world. Through our extensive work with SPDs we are cognizant that an SPD’s paramount concern will always be the provision of services to its constituents. We regularly advise SPDs in financings for apparatus and fire stations, water and sewer systems, and natural gas transmission. These financings have taken the form of:

  • Lease-Purchase Transactions
  • General Obligation Bonds
  • Utility System Revenue Bonds

States and State Agencies

We frequently serve as bond counsel to the State of South Carolina and our attorneys have served as bond counsel to the State of North Carolina. We also have extensive experience in developing financing structures to allow state agencies to finance new facilities through leases using existing statutory authorization and are frequently called on to provide technical assistance in the development of new or revised public finance legislation. We have served as counsel to states and their agencies in each of the following types of transactions:

  • Conduit Bonds
  • General Obligation Bonds
  • Lease Revenue Bonds
  • Tobacco Settlement Revenue Authority Revenue Bonds

Tax Counsel

Advising on transaction structures to assist clients in obtaining the cost savings available to issuers borrowing on a tax-exempt basis is at the heart of what we do. Public resources are scarce and any opportunity to save on borrowing costs is another dollar for essential services. Our attorneys have served as bond counsel and special tax counsel to a wide variety of governmental, qualified private activity, and 501(c)(3) borrowers financing the full spectrum of governmental, healthcare, and educational facilities, among others. Should the IRS audit your issue or should circumstances require remedial action, our attorneys have extensive experience advising issuers in connection with these circumstances.

Underwriter’s Counsel and Bank Counsel

We frequently represent banks, underwriters, and other lending institutions in municipal bond transactions across the country. In our role as bank counsel, underwriter’s counsel, trustee’s counsel, placement agent counsel and otherwise, we bring to bear decades of public finance experience spanning hundreds of transactions totaling billions of dollars. We are sensitive to business conflicts, issuer relationships, and the financing calendar. Above all, we believe that we make your life easier as you work towards closing.

A Focused Law Firm

Pope Flynn is a boutique law firm regularly providing counsel from the procurement and financing of a project through construction.

Read More