Adam Gordon

My focus

Economic Development

I have significant experience representing industrial development agencies and local development corporations in New York State, including the New York City Economic Development Corporation. In my economic development practice, I draft and negotiate leases, loan agreements, mortgages, bond indentures, PILOT documentation, escrow agreements, guaranties, and offering documents in connection with tax benefit transactions and conduit financings. My knowledge of the New York State Industrial Development Agency statutory framework has allowed me to assist with the development and implementation of new programs while helping my clients find solutions. I have often served as bond counsel and underwriters’ counsel on financings undertaken by the Dormitory Authority of the State of New York and the Empire State Development Corporation for New York State economic development programs.

Transportation/Infrastructure

Much of my practice is devoted to transportation finance. As bond counsel to the New York Metropolitan Transportation Authority (MTA) and the Triborough Bridge and Tunnel Authority, I draft and review financing documents and manage and execute complex transactions. These include new money issuances, refundings, direct purchases, and remarketings. I have also served as special disclosure counsel to MTA and have experience coordinating the preparation and dissemination of disclosure materials in accordance with federal securities laws. In addition, I serve as bond counsel to New York City Municipal Water Finance Authority and have served as underwriters’ counsel for securities issued by The Port Authority of New York and New Jersey.

Bank Counsel

In my bank counsel practice, I often represent financial institutions issuing standby bond purchase agreements to support tax-exempt bonds in various sectors. I also have experience negotiating credit facilities and representing lenders in the direct purchase of privately placed debt.

Project Finance

I have worked on several high profile project financings in the capacity of bond counsel, underwriters’ counsel and borrowers’ counsel.

Representative experience

• Co-bond counsel to the Metropolitan Transportation Authority in connection with the issuance of Transportation Revenue Bonds and bond anticipation notes, including the second transaction purchased by Municipal Liquidity Facility LLC
• Co-bond counsel to Empire State Development Corporation in connection with over $6 billion of state sales tax and personal income tax revenue bonds
• Project counsel to New York City Industrial Development Agency in connection with the acquisition, renovation, and equipping of facilities for life sciences, manufacturing, and commercial use
• Underwriter’s counsel in connection with a taxable bond financing for a 501(c)(3) corporation
• Bank counsel to numerous lenders in connection with the restructuring of a major health system’s variable rate debt
• Borrower’s counsel in connection with a project financing for a proton cancer treatment facility
• Represented a major financial institution in connection with a portfolio purchase of tax-exempt bonds
• Represents conduit issuers and borrowers across the country in taxable and tax-exempt financings
• Serves as a volunteer attorney for the Harlem Youth Court

Looking ahead

The COVID-19 pandemic has brought challenges that require creative and pragmatic solutions for our clients. I am closely following legislative efforts to provide new and expanded financing tools for state and local governments to help our clients navigate the pandemic. In addition, the pandemic has caused issuers of municipal securities to reevaluate disclosure practices, and I am actively monitoring guidance from the Securities and Exchange Commission.

I am also following developments with respect to the expected phase-out of LIBOR, which will impact trillions of dollars in outstanding loans and financial contracts.

Insights

• Panelist, “LIBOR is ending - Are you prepared for the transition?” NP Webinar, June 24, 2020
• “Suggested Best Practices for Municipal Issuers in Light of Recent Enforcement Trends,” Journal of Taxation and Regulation of Financial Institutions, Volume 24, Number 5, May/June 2011