Challenging, novel, and unique public finance transactions necessitate experienced legal counsel. At Holley & Pearson-Farrer LLP, we pride ourselves on providing personalized service that is responsive to changes in law, regulations and practice, the needs of our clients, and the timing and structure of the deal. We strive to provide not just the proper documentation, but also leadership in strategizing creative solutions, financing techniques, disclosure, and structuring of the issuance, while maintaining the necessary timing and efficiency to cost-effectively meet our clients’ goals. Furthermore, our team remains accessible after the deal is closed to problem solve and troubleshoot any issues that may arise.

Complex Transactions

The attorneys at Holley & Pearson-Farrer have served as bond counsel and disclosure counsel with regard to the issuance of variable rate bonds, tender option bonds, forward delivery issuances, cross-credit refundings, and credit-enhanced obligations (insured or letter of credit backed). We assist in structuring and negotiating credit enhancement documents (including letters of credit, standby bond purchase agreements, reimbursement agreements, and security documents) and ensuring proper incorporation in the transaction documents. Our attorneys have extensive experience representing municipalities coping with severe financial and economic challenges.

Post-Issuance Representation

We have particular experience in post-issuance compliance, advising issuers and borrowers on Internal Revenue Service rules on the use of tax-exempt bond-financed property. We assist our clients in complying with their continuing disclosure undertakings and preparing annual and event-based continuing disclosure filings. We also help issuers craft written disclosure controls, policies, and procedures. H|PF routinely advises on reofferings and refundings, changes in ownership, changes in credit providers, downgrades to the credit provider, conversions upon the expiration of previously issued credit facilities or to substitute a credit facility, changes in the interest rate mode, removals of credit providers, defaults, and a variety of other issues wherein bond counsel or issuer’s counsel intervention is necessary. Additionally, issuers have engaged our firm to help avoid or respond to potential Securities and Exchange Commission enforcement actions and Internal Revenue Service audits or inquiries.

Our Experience

Our experience in complex transactions and post-issuance compliance includes the following:

  • When a major municipal client suffered numerous credit downgrades, the firm was retained as co-disclosure counsel to materially expand the financial discussion, budget disclosure, and investment risks in the client’s general obligation official statements.
  • Holley & Pearson-Farrer served as co-bond counsel to the City of Chicago in connection with the issuance of $33.4 million in tax increment allocation revenue refunding bonds. The transaction involved the refunding of an outstanding series of tax-exempt bonds issued in 2004, along with a promissory note between the City of Chicago and Chicago Public Schools, to finance project costs in a defined redevelopment area. As bond counsel, we reviewed the 2004 bond documents and the intergovernmental agreement between the two entities with respect to the note, providing analysis to the City of Chicago regarding the retirement of the note and favorably determining that the bonds would be limited obligations of the issuer payable solely from pledged revenues of all available incremental taxes, collected within the redevelopment area but excluding taxes from another contiguous redevelopment area.
  • The firm also served as bond counsel to the City of Chicago on the reissuance of $115 million in sales tax bonds. The downgrading of the original municipal bond insurer necessitated the reissuance. In addition to customary bond counsel services, we also handled the conversion and notice process for the City of Chicago. Our work has been used as a template by the City for its current refunding transactions in which the City seeks to replace the bond insurer.

Inquiries and Additional Information

Please reach out to us through the online contact page to discuss how we can assist with your public finance legal needs. Holley & Pearson-Farrer LLP is based in Chicago, with additional offices in Atlanta, New York, and Savannah, Georgia.


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