Holley & Pearson-Farrer LLP served as co-bond counsel to the State of Illinois in the establishment of the state’s Railsplitter Tobacco Settlement Authority, a special purpose corporation created to sell revenue bonds, and in connection with the Railsplitter Tobacco Settlement Authority’s sale of approximately $1.6 billion in revenue bonds.

In 1998, 46 states, the District of Columbia, and five U.S. territories which had sued major tobacco product manufacturers for recovery of tobacco-related healthcare costs reached a $206 billion settlement with the tobacco companies. This bond issuance securitized a portion of the approximately $3.3 billion that the State of Illinois received pursuant to the master settlement agreement (MSA).

This fast-paced transaction, which closed less than 10 weeks from the initial kickoff meeting, generated more than $1.2 billion in needed cashflow for the state’s budget prior to the end of the calendar year. Notably, this was the only tobacco securitization transaction in the country in which a minority-owned law firm served as bond counsel.

In our role as co-bond counsel, we drafted the authorizing documents establishing the Railsplitter Tobacco Settlement Authority, analyzed and advised regarding the trust indenture and purchase and sale agreements in connection with the MSA, drafted all closing documents and certificates, and negotiated with the Illinois Office of the Attorney General to craft a form of opinion that the Attorney General would be comfortable delivering and that would be acceptable to the underwriters and their counsel.

H|PF Role
  • Securitized federal funds due to the State of Illinois pursuant to an unprecedented tobacco litigation settlement agreement
  • The only tobacco securitization transaction in the country in which a minority-owned firm served as bond counsel
$1.6 billion
State of Illinois / Railsplitter Tobacco Settlement Authority
Closing Date
December 2010
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