Overview

Dykema is recognized as a leading municipal bond firm. For decades we have represented state and local issuers of municipal bonds, as well as underwriters, purchasers, obligors, credit enhancers and trustees in all types of public finance bond and note transactions. Our experience encompasses tax-exempt and taxable issues, fixed-rate and variable-rate transactions, fixed‑maturity and commercial-paper issues, transactions involving derivative products, and publicly-sold and privately-negotiated issues.

Experience Matters

Each year we serve as bond counsel, note counsel, underwriter’s counsel, letter of credit bank counsel, or company counsel for many municipal bond transactions. In the last ten years, our team of public finance lawyers has worked on bond transactions with an aggregate value in excess of $35 billion. We are frequently requested to work on the most innovative and complex transactions. For example, we were primarily responsible for drafting the disclosure documents for the Michigan Finance Authority’s $2.9 billion Unemployment Obligation Assessment Revenue Bonds, which was named The Bond Buyer’s deal of the year in 2012. In 2014 and 2015, as bond counsel to the Detroit Water and Sewerage Department, we guided the Department through tender and refunding transactions in excess of $2.1 billion while the City of Detroit was under Bankruptcy Court supervision and then immediately following the City’s exit from bankruptcy. We also have served as bond counsel on over $3.0 billion of bonds issued by the Michigan State Building Authority over the last seven years to finance and re-finance the construction, renovation and equipping of state, university and community college buildings.

In addition to high profile transactions like the ones described above, the Firm regularly serves as bond counsel to a large number of counties, cities, villages, townships, schools and public authorities to finance such diverse local governmental projects as roads and streets, storm and sanitary sewer systems, wastewater treatment plants, water systems, public buildings (including jails, libraries and governmental office buildings of various kinds), public health care facilities and municipal equipment purchases (such as computers and police, fire, sanitation and other public vehicles), as well as cash flow borrowings.

Conduit, Health Care, Education and 501(c)(3) Bond Issues

Our involvement in private activity bond financings through governmental conduit issuers for qualified charitable, educational and cultural organizations (501(c)(3) organizations) and qualified industrial companies is extensive. We have experience with private activity bond financings for these types of transactions throughout the country and we have worked with all of the national underwriting firms.

Section 103 Expertise

Our Section 103 expertise is well recognized and our public finance clients seek our advice for not only structuring their bond issues, but also in connection with arbitrage calculations, post‑issuance tax compliance issues and closing agreements with the IRS. Gina Torielli leads our work in this area and is assisted by Matt Shell who is a CPA and previously worked for one of the “Big Four” accounting firms.

Municipal Bond Disclosure Expertise

Clients often seek our services with respect to complex disclosure issues associated with their bond issues. We have assisted clients in structuring enhanced due diligence protocols, we have drafted first of their kind disclosure documents and we regularly interface with municipal finance regulators at the SEC, the MSRB, the IRS and Treasury.

Troubled Municipal Credits

Our public finance lawyers have extensive experience in dealing with troubled municipal credits. We worked on a number of bond issues in connection with the City of Detroit’s widely publicized bankruptcy, including serving as bond counsel to the Detroit Water and Sewerage Department in connection with a series of tender transactions and bond offerings in excess of $2.1 billion. These transactions allowed the bondholders and the City to reach a compromise acceptable to the bondholders, the bond insurers, the City and the Bankruptcy Court, instead of litigating the proposal from the Emergency Manager to treat the outstanding revenue bonds as unsecured obligations of the debtor. Additionally, we have been bond counsel on transactions that have provided cash flow relief to governmental issuers, we have assisted clients with purchasing bonds at a discount to reduce outstanding debt, and we have assisted clients in restructuring interest rate swap agreements and failed auction rate bond products.

Thought Leadership

Our lawyers have been active in providing nationwide thought leadership on a wide variety of public finance issues. Ann Fillingham has served as Chair of the National Association of Bond Lawyers Bond Attorneys’ Workshop and currently serves as an officer of the Board of Directors of the National Association of Bond Lawyers. Gina Torielli is the author of the “Interest on State and Local Bonds” chapter of Merten’s Law of Federal Income Taxation, one of the most‑used legal treatises on federal income tax matters in the country. She also published “Opining On The 501(c)(3) Tax-Free Bond Transaction: Avoiding Common Borrower’s Counsel Misconceptions,” 31 William Mitchell Law Review 147. Other Dykema lawyers have been panel leaders at the Bond Attorneys' Workshop and have been speakers on various public finance topics.

Representative Transactions

For a printable copy of our Public Finance Representative Transactions, click here.

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