More stringent reporting requirements are the “new normal.”
The Securities Exchange Commission (“SEC”) has increased its attention on the municipal bond industry over the past 15 years. Issuers need a partner with a strong grounding in federal securities laws and SEC and the Municipal Securities Rulemaking Board requirements as they affect municipal transactions.
Too much disclosure in municipal markets has become about populating forms. We believe in engaging in a process and discipline of caution and focusing on the big picture that keeps clients ahead of the game. We approach disclosure counsel representations in a distinct fashion, focusing on two aspects of an issuer’s involvement in preparing a disclosure document:
First, we ensure you develop a careful and reasonable process for preparing and reviewing your documents.
Second, we help you tell the big-picture credit story that investors will base their investment decisions on.
We serve as disclosure counsel (often together as bond counsel) for some of the largest issuers of municipal debt throughout the United States. Our attorneys have broad experience in addressing securities issues in municipal financings, particularly in the areas that the SEC has focused its regulatory and enforcement divisions.
Who we work with
- State and local governments
- Corporate and nonprofit obligors
- State and local issuing agencies
- Trade associations
- Metropolitan Transportation Authority (“MTA”): As an example of our depth of capabilities, the firm has been actively engaged in authoring and reviewing the annual disclosure document of the MTA, which covers all of the MTA’s bond credits since 1997. Members of the firm, first as disclosure counsel and currently as bond counsel, assisted in the initial creation of the document and have reviewed it annually ever since. Last year’s filing included over 150 pages of 10-year historical statistical and narrative disclosure and over 100 pages of series-by-series data on outstanding bonds. Included with the filing are the audited financial statements and annual feasibility study for the bridges and tunnels. The document is circulated to substantially all of the major institutional investors in CD-ROM and/or printed format and is available in print or online at the MTA’s website.
- Power Authority of the State of New York (“NYPA”): The firm has been actively engaged in reviewing the disclosure documents of the NYPA since 1998. Our first NYPA transaction involved the issuance of four series of bonds totaling almost $1.4 billion, the firm helped NYPA develop an approach that cast the disclosure in the context of the changing national market for electricity services and NYPA’s multi-pronged efforts to respond to this challenge. Since then, NYPA decided to restructure its disclosure documents and provide the information in a format so that new disclosure documents could be efficiently prepared and function for multiple simultaneous transactions and that the investors would find easier to read. In all of these efforts, we worked closely with NYPA’s staff and outside consultants and attorneys.
- Counsel to leading California issuers: We serve or have served as disclosure counsel or as a combination bond and disclosure counsel for a number of issuers in California, including, among others, the City of Los Angeles, the Public Works Board of the State of California, the City of San Diego, the Airport Commission of the City and County of San Francisco, the Port of Oakland, the Los Angeles County Metropolitan Transportation Authority and the Department of Airports of the City of Los Angeles.
- Training and staff policy advice: Members of the Public Finance group have prepared disclosure manuals for several governmental entities in California, including the County of San Diego, the County of Santa Clara and the County of Santa Barbara and have developed training programs for personnel involved in the disclosure process.
- State of California Public Works Board: The firm currently serves, and has served since fall 2011, as disclosure counsel to the State of California Public Works Board. The proceeds of the bond issues are spent on improvements to a wide variety of State of California properties, including prisons, hospitals, office buildings and various university facilities. Each transaction involves multiple disclosure issues where we work alongside bond counsel to the Public Works Board on many issues to properly address the concerns of many of the underwriters and their various counsel. Since our initial engagement, we have served as disclosure counsel on 10 transactions, totaling over $3 billion dollars.
- San Francisco International Airport: We have served as disclosure counsel to the Airport Commission of the City and County of San Francisco since fall 2010. We took the primary lead in evaluating and revising the Airport Commission’s disclosure approach and form and advising the Airport Commission regarding its disclosure. Our responsibilities include the preparation and management of all of the Airport’s numerous disclosure documents in connection with its bond issuances, remarketings of bonds and issuances of commercial paper and assisting the Commission in meeting its ongoing continuing disclosure obligations. Most recently, we served as disclosure counsel for the Commission’s issuance of approximately $461 million of fixed rate revenue bonds (AMT, non-AMT and taxable) in August 2013. We also served as disclosure counsel for the expansion of the Commission’s commercial paper program in June 2013, the remarketing of approximately $100 million of the Commission’s variable rate revenue refunding bonds in April 2013, the remarketing of $85 million of the Commission’s revenue bonds as fixed rate bonds in November 2012 and numerous other transactions.
- Metropolitan Washington Airports Authority (“MWAA”)—Dulles Toll Road: Firm attorneys have represented MWAA as bond counsel and as disclosure counsel in connection with its Dulles Toll Road credit, using the tolls collected on that road to fund an extension of the DC Metrorail system to Dulles Airport. The unique challenge of this issuer was to present disclosure as to the Airports Authority and this new project to differentiate it from its airports operations. The project is an approximately $6.5 billion project that is currently in Phase 1. In connection with the first financing, litigation challenging MWAA legal authority to operate and set tolls on the toll road and undertake the project was initiated after the execution of the purchase contract, but prior to the closing. We worked closely with the issuer, the underwriters and the bond insurer to revise the disclosure to reflect the challenge as well as to assist the MWAA General Counsel in connection with a legal opinion addressing the substance of the litigation.
- Tobacco Securitizations: Nixon Peabody has played a major role in shaping the disclosure employed in tobacco securitization transactions. In our capacity as special disclosure counsel or underwriters’ counsel for tobacco settlement securitizations throughout the country, the firm was primarily responsible for preparing the necessary offering/disclosure documents. Nixon Peabody also performed the diligence review of the information contained in such documents concerning major public tobacco companies and the status of pending individual litigations and class actions, the outcomes of which could adversely affect the security for the bonds.