John W. Hutchinson

My focus

I focus my practice on tax-advantaged state and local debt of all types, including governmental financings, financings for 501(c)(3) organizations, and other private activity bond financings such as solid waste disposal facility and sewage facility financings for large utilities and industrial operations.

I am recognized as a “go-to” lawyer in the area of tax-advantaged airport bond financings. For example, I served as bond counsel to Empire State Development (ESD) (through the New York Transportation Development Corporation (an ESD-related entity)) in the approximately $2.4 billion P3 bond financing for the redevelopment of Terminal B at LaGuardia Airport in New York City, which was awarded The Bond Buyer’s Regional Deal of the Year award in 2016 . I then served as lead tax counsel on the two subsequent bond issuances to transform the other two main passenger terminals at LaGuardia, totaling over $3 billion. Likewise, I have been heavily involved in the comparable efforts to redevelop John F. Kennedy International Airport, serving as lead tax counsel on billions of dollars of new money and refunding bonds. I also provided lead tax advice to the Pittsburgh International Airport on their Terminal Modernization Program, involving multiple financings totaling over $1 billion. I have also served as lead tax lawyer to the airport bond issuers responsible for San Francisco International Airport, Cincinnati/Northern Kentucky International Airport, Ronald Reagan National Airport, Dulles International Airport, and Fort Lauderdale International Airport.

I also have significant experience in other transportation financings. For example, I served as first-chair tax lawyer for the over $1 billion taxable and tax-exempt (under Section 142(m) of the Internal Revenue Code) bond financing for the northern extension of the I-495 Express Lanes  in the Washington D.C. metro area, which is owned and operated by Transurban Group, an international operator of toll road facilities.

In addition to helping clients structure and close deals, I also help clients who have already issued their bonds with “post-issuance” tax concerns. I frequently defend issuers and borrowers of tax-advantaged debt from Internal Revenue Service audits, and I have significant experience with the IRS Voluntary Closing Agreement Program and other post-issuance resolution tools.

Finally, I help investment bankers as they structure and present tax-exempt transactions to potential issuer and borrower clients to ensure that the proposed project fits within federal guidelines.

Representative experience

• Served as lead tax counsel for the tax-exempt bond issue and public-private partnership (P3) and subsequent additional bond issues, totaling over $5 billion, to transform LaGuardia International Airport.
• Served as lead tax counsel on over $7 billion in bonds for other airports around the country.
• Served as lead tax counsel for a series of tax-exempt sewage and solid waste disposal facility PAB financings for a major international manufacturer of semiconductors.
• Defeated the IRS after the issuance of a Notice of Proposed Issue in an examination of a bond issue that financed a jail facility housing a significant number of federal detainees.
• Provided lead tax counsel in 2022 on a combined >$1B tax-exempt PAB (under section 142(m)) and TIFIA financing for a major toll road project in the DC metro area.

Looking ahead

As prevailing interest rates continue to climb, clients will need creative and knowledgeable counsel to help them control borrowing costs while complying with the federal tax rules. In addition, as state and local governments continue to examine ways to provide infrastructure and services to their constituents more efficiently, they may increasingly turn to public-private partnerships to help provide these things. These arrangements create challenges for federally tax-advantaged financings, requiring sophisticated expertise. Finally, countless debt instruments and derivatives in the global financial markets are entangled with LIBOR-based interest rates. As we count down to the end of LIBOR, parties in the U.S. municipal bond industry will need to continue to grapple with the best way to transition their existing instruments away from LIBOR to minimize disruptions.

Insights

• “Bond Market Structure - Municipal Markets,” Bond Dealers of America, March 2023
• “Tax-Exempt Financing Committee Meeting,” American Bar Association Section of Taxation's Midyear Tax Meeting, February 2023
• “Tax Hot Topics,” NABL U Presents – The Workshop, Chicago, IL, October 12, 2022
• “Practice Note: Stadium Financing: Issues and Considerations,” Thomson Reuters Practical Law, 2020
• “Practice Note: Stadium Financing: Payments in Lieu of Taxes (PILOTs),” Thomson Reuters Practical Law, 2020
• “A Tax-Exempt Bond Primer for 501(c)(3) Organizations,” Business Law News, California Lawyers Association, November 2019