Cozen O’Connor: Public & Project Finance

Public & Project Finance

Featured Publication:

IRS Updates, Modernizes and Simplifies TEFRA Public Notice and Approval Regulations [Alert]

Jerry Spector outlines the major improvements and changes to the Temporary TEFRA regulations.

More

The public and project finance team at Cozen O’Connor is a recognized leader in the field. Our attorneys negotiate financings and refinancings on behalf of government, nonprofit sector, and private sector entities in order to fund major infrastructure, education, housing, senior living, health care, energy, and economic development projects. We have experience serving as bond counsel, underwriter's counsel and borrower's counsel in all manner of transactions, including tax-exempt and taxable bonds, debt restructuring, off-balance sheet financings, securitizations and derivatives. Over the past decade, attorneys from our group have participated in transactions that exceed $74 billion in aggregate principal amount. In addition, we represent public finance industry participants in related compliance and regulatory matters. 

Cozen O’Connor has a team of partners dedicated to this practice. Few large firms have committed to public and project finance law to nearly the same extent. At Cozen O’Connor, we don’t do this work part time or juggle a multimillion-dollar bond issue with an initial public offering. Our public and project finance attorneys do public and project finance deals. Period.

That single-minded focus directly benefits clients. For one thing, it means that the practice operates with optimal efficiency. It also means that our attorneys are fully versed in current legal and regulatory trends and steeped in the particulars of public and project finance law. They have command of the relevant state and federal statutes and a thorough knowledge of how tax and securities law will impact financings. In many ways, public and project finance is an insiders’ game. Cozen O’Connor attorneys are fluent in the vernacular and can serve clients both as interpreter and guide.

Through years of dedicated practice, the firm’s public and project finance team has developed exceptionally strong relationships with government officials, leaders of public and private institutions, financial advisers, and underwriters. We also enjoy tremendous credibility with other working group members, which enables us to move big deals along expeditiously.

 

SERVICES

  • Facilitate tax-exempt and taxable financings (general obligation bonds, revenue bonds and short-term notes)
  • Assist with debt restructurings and conversions
  • Draft operative legal documents and offering documents
  • Conduct due diligence
  • Prepare blue sky memoranda
  • Design bond pool programs
  • Advise clients on municipal swaps and other derivative products
  • Draft disclosure agreements and counsel on continuing disclosure obligations
  • Address Municipal Securities Rulemaking Board questions and issues

 

CLIENTS

We represent issuers, underwriters, and borrowers involved in financing the development, construction and operation of capital projects. Our diverse pool of clients includes:

  • States, counties, cities, school districts, authorities, and other governmental and quasi-governmental entities
  • Educational institutions, including colleges, universities, secondary and charter schools
  • Entrepreneurial companies conducting urban economic development projects
  • Health care entities, including hospitals, continuing care retirement communities, nursing homes and assisted living facilities
  • Sports facility and sports team stakeholders
  • Underwriters and lenders to major capital projects
  • Other nonprofits
  • Developers
  • Trustees
  • Swap counterparties

 

TEAM

The public and project finance team at Cozen O’Connor has been ranked among the top state bond and underwriters’ counsel by independent rating institutions. Underlying this success is our attorneys’ experience in the legal and public sectors. Our attorneys have served on high-profile government advisory panels, boards of regional finance authorities, and are members of the National Association of Bond Lawyers and the Pennsylvania Association of Bond Lawyers. They also lead efforts for greater diversity in the legal profession. The group's chair is a founding member of a nonprofit that provides educational and networking opportunities for female public finance professionals. 

In public and project finance, timing is critical. We are accustomed to working on deals with numerous players and competing deadlines, and we understand the importance of moving quickly to capture the benefits of a favorable rate environment. As part of our commitment to keeping pace with clients’ business needs, attorneys make themselves available around the clock. In addition, the public and project finance attorneys cultivate strong working relationships with members of the firm’s tax, health care, real estate and bankruptcy groups so that they are always able to provide comprehensive counsel. At Cozen O’Connor, we strive to balance speed and prudence for the clients’ benefit.

Experience

Publications

IRS Updates, Modernizes and Simplifies TEFRA Public Notice and Approval Regulations [Alert]

January 08, 2019

Jerry Spector outlines the major improvements and changes to the Temporary TEFRA regulations.

The SEC Adopts Rule 15c2-12 Amendments Regarding Material Financial Obligations: Some Initial Q&A [Public & Project Finance Alert]

August 27, 2018

Mark Vacha, Jon Ballan, and Suzanne Mayes discuss the two new categories of listed events that require continuing disclosure material event notice filings by issuers or obligated persons.

The Bond Buyer Podcast: Ballan: Bonds and Beyond

May 29, 2018

Jonathan Ballan, co-chair of Cozen O'Connor's Public & Project Finance Practice Group, was featured on The Bond Buyer podcast.

Cues Municipal Markets Can Take from Corporate DRIP Investing Programs [The Ledger]

July 12, 2017

Mark Vacha discusses potential DRIP benefits for municipal markets in The Ledger.

Municipal Bond Offering Disclosures After a Chapter 9 Filing—A Few Reflections on Orange County and the City of Detroit

December 23, 2016

Mark Vacha discusses the post Chapter 9 filing bond disclosures of Orange County, Calif., and the City of Detroit.

7 Ways the Trump Administration Will Affect Businesses

November 18, 2016

This analysis provides insight into some of the most pertinent business issues President-elect Trump will likely address during his term, and what the election could mean for your industry and your business.

A Perspective on Crowdfunding in the Realm of Municipal Finance

October 01, 2016

Mark Vacha discusses crowdfunding in the Government Finance Officers Association of Pennsylvania’s The Ledger.

Can the Crowd Vote with Its Dollars in the Public Sector?

April 11, 2016

A view as to whether crowdfunding may have a place in municipal finance.

Is Cincinnati 10 Years Ahead in Addressing Public Sector Pension and OPEB Challenges?

February 12, 2016

In this podcast, Mark Vacha discusses: Is Cincinnati 10 Years Ahead in Addressing Public Sector Pension and OPEB Challenges? A Summary and Analysis of the 2015 Cincinnati Retirement System Multi-party Collaborative Settlement Agreement.

Pension Funding in New Jersey: Whose Problem is It?

October 20, 2015

In this podcast, Mark Vacha discusses: Pension Funding in New Jersey: Whose Problem is It? …The Political Branches: A Summary and Analysis of the New Jersey Supreme Court’s Ruling in Burgos v. State of New Jersey

The City of San Bernardino Proposed Bankruptcy Plan [Cozen O'Connor Podcast]

August 07, 2015

Mark Vacha, Public & Project Finance, summarizes and highlights some of the significant points of the City of San Bernardino's proposed plan for the adjustment of its debts (as proposed and filed on May 29, 2015 in bankruptcy court). Mark also discusses the public finance concern of how different types of bondholders, creditors and other stakeholders are treated and the take-aways from this case for general governmental credits.

A Fall (or Stumble) for Illinois Pension Reform [Cozen O'Connor Podcast]

July 22, 2015

In a summary analysis of the Illinois Supreme Court’s ruling invalidating Public Act 98-599, Mark Vacha (Public & Project Finance) summarizes and highlights some of the significant points of the Supreme Court of Illinois' decision filed on May 8, 2015 which struck down pension reform legislation for certain state level plans in Illinois.

Quarterly News From the Government Finance Officers Association of Pennsylvania - July 2015 [The Ledger]

July 01, 2015

Mark Vacha discusses how state and local government officials have enjoyed qualified immunity from civil liability and how this may be affected from recent municipal securities litigation in an article titled "Qualified Immunity Defense May Protect Municipal Officials from Securities Litigation by Private Investors But Not The Securities and Exchange Commission."

Bonds 101 [Pa. Township News]

November 01, 2014

Mark Vacha discusses bond requirements that can help your township communicate more effectively with counsel and enhance compliance after bonds to finance an upcoming project are issued.

SEC, FINRA and the MSRB Announce Compliance Outreach Program for Municipal Advisors [Public & Project Finance Alert]

October 01, 2014

The Securities and Exchange Commission (the SEC), the Financial Industry Regulatory Authority (FINRA), and the Municipal Securities Rulemaking Board (the MSRB) announced today the opening of registration for the first Compliance Outreach Program for Municipal Advisors (the Compliance Outreach Program) that will take place in Chicago on November 3, 2014.

SEC Regulatory Update: Final Municipal Advisor Rule: Considerations Related to Activities of Underwriters and Exemptions [Cozen O'Connor Podcast]

May 09, 2014

This podcast will address the U.S. Securities and Exchange Commission’s final municipal advisor rule issued in fall of 2013 with a particular focus upon their impact with respect to underwriters and the ability of underwriters to provide information and ideas for financings to issuers and obligated persons.

MSRB Regulatory Update: Proposed Municipal Advisor Rule G-42 (Winter 2014 Update) [Cozen O'Connor Podcast]

March 06, 2014

This podcast will provide an overview of the major provisions within the Municipal Securities Rulemaking Board’s proposed Rule G-42. Also highlighted are certain provisions that the MSRB is seeking comments upon.

The Securities and Exchange Commission Issues Municipal Advisor Final Rule [The Authority]

February 28, 2014

The Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") was signed into law on July 21, 2010 in response to the financial crisis that occurred in 2008.

Quarterly News From the Government Finance Officers Association of Pennsylvania [The Ledger]

January 24, 2014

Mark Vacha discusses how November 5, 2013 marked the first time the Securities and Exchange Commission (the “SEC”) assessed a financial penalty against a municipal issuer. The SEC charged The Greater Wenatchee Regional Events Center Public Facilities District (the “District”), a municipal corporation located within Washington state, with misleading investors in an offering of bond anticipation notes (the “2008 BANs”) issued to finance an arena for ice hockey and other uses (the “Regional Center”).

SEC Enforcement Actions in Public Finance (Fall 2013 Update): Public Health Trust: A View Toward Disclosure in the Hospital Sector [Cozen O'Connor Podcast]

December 19, 2013

This podcast will focus on a recent SEC public finance enforcement action that concern misstatements made in an official statement with respect to municipal securities offered for a south Florida health care system.

SEC Enforcement Actions in Public Finance (Fall 2013 Update): Disclosing Continuing Disclosure History [Cozen O'Connor Podcast]

October 17, 2013

This podcast will focus on two recent inter-related SEC public finance enforcement actions that concern misstatements made in an official statement about an issuer’s continuing disclosure history.

Significant Restrictions on Local Government Debt and Swaps Introduced in the Pennsylvania General Assembly [Public Finance Alert]

September 06, 2013

Legislation (Senate Bills No. 901, 902, 903 and 904 (SB 901, SB 902, SB 903 and SB 904)) has been introduced in the Pennsylvania General Assembly that, if passed, in whole or in part, could significantly affect certain types of municipal finance transactions involving municipal authorities and other local governments.

SEC Enforcement Actions in Public Finance (Spring 2013 Update) [Cozen O'Connor Podcast]

July 03, 2013

This podcast will focus on two recent SEC public finance enforcement actions that reflect a common theme - issuers are liable under the securities laws for material misstatements or omissions made outside of an official statement or other offering document.

Recent Municipal Securities Rulemaking Board Developments [Cozen O'Connor Podcast]

November 01, 2012

This Podcast will review select highlights from the Municipal Securities Rulemaking Board from 2012. Throughout this Podcast we will refer to the Municipal Securities Rulemaking Board as the “MSRB”. Discussion is intended to put these developments into the context of the MSRB’s larger mission and goals. This Podcast is intended for issuers, borrowers and other market professionals.

SEC Recommends Major Changes in Municipal Securities Market [Public & Project Finance Alert]

October 01, 2012

SEC Recommends Major Changes in Municipal Securities Market - Public & Project Finance Alert - The Securities and Exchange Commission (the SEC) on July 31, 2012 issued a comprehensive report with recommendations to improve the municipal securities market and enhance disclosure provided to investors.

Summer 2012 [Business Law Observer]

July 01, 2012

This issue of the Business Law Observer covers several areas of business activity, anticipating problems, and how to deal with them before they become insurmountable, including: Venture Capital, Intellectual Property, Governmental Risks, China Practice and Public and Project Finance.

Public Finance: A Survey of Recent Developments [The Authority: Pennsylvania Municipal Authorities Association]

June 01, 2012

Public Finance: A Survey of Recent Developments - The Authority: Pennsylvania Municipal Authorities Association - Over the last year and several recent months various regulatory and other developments have occurred with respect to the municipal bond markets and municipal finance. The purpose of this article is to briefly highlight a number of these developments and point out certain related issues. This is not intended to be exhaustive. Pursuant to the Dodd-Frank financial reform legislation ("Dodd-Frank"), the SEC conducted field hearings on the municipal markets in 2010 and 2011. SEC Commissioner

Recent SEC Enforcement/Investigation Developments in Public Finance [Cozen O'Connor Podcast]

May 08, 2012

Recent SEC Enforcement/Investigation Developments in Public Finance - Cozen O'Connor Podcast - Click on the link to listen to the podcast.

It’s the Issuer’s Prerogative MSRB Proposes Rule Amendments for Retail Order Periods for Bond Offerings [Government Finance Officers Association of Pennsylvania Newsletter]

April 01, 2012

It’s the Issuer’s Prerogative MSRB Proposes Rule Amendments for Retail Order Periods for Bond Offerings - Government Finance Officers Association of Pennsylvania Newsletter - For various types of municipal bonds or notes that are publicly offered, the marketing process may often involve a retail order period that is for a day or so prior to pricing the bonds with institutional investors. Retail order periods are meant to gain access to individual investors who typically purchase bonds in smaller lots than institutional investors. A significant percentage of municipal securities is held by individual...

Public Pension Disclosure — Recent Developments and Emerging Ideas About Best Practices [Cozen O'Connor Podcast]

December 16, 2011

Public Pension Disclosure — Recent Developments and Emerging Ideas About Best Practices - Cozen O'Connor Podcast - Click on a link below to listen to the segment.

Cozen O’Connor Ranked No. 2 Bond Counsel in PA; No. 1 Underwriter’s Counsel in NJ [JD Journal]

March 15, 2010

Cozen O’Connor Ranked No. 2 Bond Counsel in PA; No. 1 Underwriter’s Counsel in NJ - JD Journal - Thomson Reuters recently listed Cozen O’Connor as the number two bond counsel firm in Pennsylvania for 2009. To date, this is the firm’s highest bond counsel ranking. For the second year in a row, the firm was also ranked as the number one underwriter’s counsel in New Jersey.

Events & Seminars

Past Events

Bond Buyer Mid-Atlantic Municipal Conference

October 24, 2018 - Philadelphia, PA

GFOA of PA - Eastern Chapter Meeting

February 15, 2018 - West Chester, PA

The Power Behind Effective Relationship Management

October 11, 2017 - Philadelphia, PA

PBI Public Utility Law Conference

May 31, 2017 - Harrisburg, PA

Recent Tax and Securities Law Developments

April 28, 2017 - Richmond, VA

P3 Summit Puerto Rico

April 20, 2017 - San Juan, Puerto Rico

Women (And Women Lawyers) In the Boardroom

March 23, 2016 - Philadelphia, PA

Driving Your Business: Women at the Wheel

January 21, 2016 - Philadelphia, PA

Municipal Bond Women's Forum

October 22, 2015 - Philadelphia, PA

The Bond Buyer's Mid-Atlantic Municipal Market Conference

September 21, 2015 - Philadelphia, PA

2014 PMAA Board Member Training

March 13, 2014 - Allentown, PA

11th Annual Nonprofit Institute

May 22, 2013 - Philadelphia, PA

GFOA Public Finance and Debt Update

February 08, 2013 - Plymouth Meeting, PA

Securities Law Developments in Public Finance

February 16, 2012 - Webinar

In The News

Scott R. Mehok, One of Pennsylvania’s Leading Public Finance Attorneys, Joins Cozen O’Connor’s Corporate Practice Group

January 07, 2019

Mehok Played a Key Role in Establishing Pennsylvania’s First County-Wide Infrastructure Bank to Help Municipalities Fund Critical Transportation Projects

The 2018 Women in Law Roundtable Discussion

October 19, 2018

Suzanne Mayes participated in The Legal Intelligencer’s “Women in Law Roundtable Discussion.” Suzanne was one of 10 panelists who discussed solutions to challenges facing female attorneys and ways to advance the role of women in law.

Suzanne Mayes and Camille Miller Named Among “Best of the Bar” by the Philadelphia Business Journal

October 09, 2018

Suzanne S. Mayes, co-chair of Cozen O'Connor’s Public & Project Finance Practice, and Camille M. Miller, co-chair of the firm’s Intellectual Property Department, were named to the Philadelphia Business Journal’s 2018 “Best of the Bar.”

Suzanne Mayes Recognized for Contributing to Philadelphia’s Growth by Commercial Real Estate Women

September 12, 2018

Suzanne S. Mayes, co-chair of Cozen O'Connor’s Public & Project Finance Practice and vice chair of the Business Law Department, has been recognized for significantly contributing to the growth of the Philadelphia landscape by Commercial Real Estate Women Philadelphia (CREW).

126 Cozen O’Connor Attorneys Named to the Best Lawyers in America

August 22, 2018

One hundred twenty-six Cozen O’Connor lawyers from 20 of the firm’s national offices have been selected for inclusion in the 2018 edition of The Best Lawyers in America.

Jonathan A. Ballan Joins Cozen O’Connor as Co-Chair of Public & Project Finance Practice Group

April 24, 2018

Ballan Combines a Strong Background in Project Finance with Decades of Government Service

Public & Project Finance Expands Practice with Nationally Recognized Tax Attorney

January 02, 2018

Jeremy “Jerry” A. Spector, nationally recognized for his work in public finance tax law and a former member with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., has joined the Philadelphia office of Cozen O’Connor in the firm’s Public and Project Finance practice.

Cozen O’Connor Names Six New Shareholders

September 07, 2017

Cozen O’Connor is proud to announce the promotion of six members to shareholders of the firm: David Brisco (San Diego), Michael de Leeuw (New York), John Dickenson (West Palm Beach), Jonathan Lichtenstein (Philadelphia), William Walsh (Seattle), and Ingrid Welch (Philadelphia).

100 Cozen O’Connor Lawyers Named to the Best Lawyers in America

August 23, 2017

Lawyers were selected for inclusion in the 2018 edition based on a rigorous peer-review that has been developed and defined for more than 30 years.

Cozen O’Connor Welcomes Real Estate Member to Pittsburgh Office

July 18, 2017

Jeffrey A. Mills is a member of the Real Estate and Public & Project Finance practice groups.

More Companies Are on Board with Women on Their Boards

October 26, 2016

Suzanne Mayes discusses the growing numbers of women in corporate leadership positions in the Greater Philadelphia region.

Innovation in Bond Transactions

February 16, 2016

Jonathan Ballan, co-chair of Cozen O'Connor's Public & Project Finance Practice Group, was featured on The Bond Buyer podcast.

Suzanne S. Mayes Discusses Women in Corporate Leadership in The Philadelphia Inquirer

October 14, 2015

Suzanne S. Mayes is quoted in The Philadelphia Inquirer on the progress women are making in corporate leadership positions.

The Forum of Executive Women Elects Suzanne S. Mayes as President

July 14, 2015

The Forum of Executive Women, a membership organization of more than 450 influential women representing diverse businesses in the Greater Philadelphia region, announced that Suzanne S. Mayes has been elected President for a two-year term, beginning July 2015.

Suzanne Mayes Quoted in the Philadelphia Business Journal on Gender Equality in the Workplace

July 10, 2015

Suzanne Mayes, a member of Cozen O’Connor and president of the Forum for Executive Women, is quoted in an article addressing the shortage of women leadership and the need for a cultural change in order to create equal opportunities for women. Suzanne discusses the need for organizations to rethink how work gets done in order to provide women with a work-life balance and prevent the career interruption phenomenon.

Suzanne Mayes Discusses the Future of Females in Corporate Leadership

July 03, 2015

Suzanne Mayes talks about barriers that have prevented more women from being appointed to senior leadership roles in corporations and the opportunity for Philadelphia to be a thought leader on the issue. This article in the Philadelphia Business Journal also explores challenges women executives have faced, the opportunities presented by corporations and the tricks of advancement.

Suzanne Mayes Appointed to PIDC Board

February 28, 2014

Public & Project Finance Chair, Suzanne Mayes, was recently appointed to the Board of Directors of the Philadelphia Industrial Development Corporation (PIDC). PIDC is a non-profit, joint venture between the city of Philadelphia and the Greater Philadelphia Chamber of Commerce that plans and implements real estate and financing transactions that attract investment jobs and tax ratables to the City of Philadelphia.