Bond issuers of public debt typically retain a firm as disclosure counsel on transactions, particularly on large, complex, or otherwise unique bond issuances. Holley & Pearson-Farrer LLP has a wealth of experience serving as disclosure counsel for sophisticated municipal issuers across the country.

Disclosure counsel are responsible for ensuring that the bond issuer’s official statements, offering memoranda, and other public documents comply with federal securities laws and provide accurate and complete information to the public, allowing investors to make an informed decision to invest in the bonds. Disclosure counsels’ responsibilities often extend beyond the closing of the deal; following the issuance of the bonds, disclosure counsel may assist the issuer in satisfying its post-issuance compliance responsibilities.

Our Distinguished Credentials

Holley & Pearson-Farrer is the first minority-and woman-owned (MWBE) firm to be engaged as sole or lead disclosure counsel to the City of Chicago and the City of Chicago’s Sales Tax Securitization Corporation. The firm has served as disclosure counsel on successive transactions for the Sales Tax Securitization Corporation, including the $740.5 financing selected by The Bond Buyer as the 2023 Deal of the Year.

Moreover, H|PF is the first MWBE firm to be engaged as disclosure counsel to the City of Savannah, Georgia and Chatham County, Georgia. The firm had the opportunity to represent the City of Savannah and Chatham County and to support the redevelopment and revitalization of downtown Savannah through multiple creative, interesting bond-financed large infrastructure projects, including the financing of Enmarket Arena, a multipurpose complex in downtown Savannah, the construction of a new judicial complex in downtown Savannah, and extensions of the Savannah riverfront and riverwalk, streetscape improvements, and new pedestrian access points for the riverwalk and River Street, multiple parking garage projects, and improvements to the Veterans Parkway freeway connecting greater Chatham County to downtown Savannah.

Our Disclosure Counsel Services

The firm’s standard disclosure counsel services include the following:

  • preparing preliminary and final official statements and providing negative assurance that the information provided is accurate and complete and contains no material misstatements or omissions
  • performing a comprehensive due diligence analysis of the issuer’s financial statements, budgets, operations and management, rating agency reports, website, social media, press releases and other public materials, financial obligations from short- and long-term bank loans, leases and other commitments, and past compliance with continuing disclosure obligations to ensure that the information offered to the market is accurate, complete, and appropriate
  • drafting or reviewing the bond purchase agreement or contract of purchase
  • preparing the continuing disclosure agreement and assisting in reviewing and maintaining Securities and Exchange Commission Rule 15c2-12 compliance
  • assisting with investor roadshow presentations and participating in rating agency calls, if requested
  • conducting a broad market assessment of offering documents of comparable municipal issuers to ascertain disclosure trends
  • examining enforcement actions, regulatory updates, and white papers from the Securities and Exchange Commission (SEC), the Municipal Securities Rulemaking Board (MSRB), the Government Finance Officers Association (GFOA), and the National Federation of Municipal Analysts (NFMA) that are relevant to a particular bond structure
  • delivering customary legal opinions as disclosure counsel
  • advising on disclosure policy and practices, including use of a disclosure committee or internal review procedures
  • providing ongoing general disclosure and securities law advice, as part of the overall engagement

Considering recent trends, we also, as a matter of course, have discussions with our clients about cybersecurity, climate change, demographics, and the continuing impact and lingering effects of the COVID-19 pandemic on the issuer’s (and borrower’s, if applicable) finances and operations. For major municipal issues, we often recommend that our clients consider expanding the financial disclosures to include a trend analysis of all component taxes, fee revenues and expenditures, comprehensive discussions of budgets and projections (with detailed assumptions), historical and forecasted budget gaps and structural deficits, and the potential effects, if any, of nontraditional revenue sources.

Inquiries and Additional Information

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


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