Public Finance

Our national team of public finance leaders – including lawyers recognized by The Best Lawyers in America, Chambers USA, The Bond Buyer and Women in Public Finance – designs financings that meet your current objectives while accounting for long-term uncertainty. 

Bond Counsel

Our public finance lawyers serve as bond counsel in connection with every form of traditional municipal debt, including general obligation bonds and tax, revenue, grant and bond anticipation notes. We also participate in private activity financings, including qualified 501(c)(3) bonds and exempt facility bonds, supporting projects across a broad range of industries and initiatives. 

Our experience includes: 

• Public infrastructure and essential services – Transportation infrastructure, including highways, roads, bridges, airports and ports; water, sewer and utility systems; solid waste, resource recovery and pollution control facilities; public power and energy-related projects; and police and fire stations.
• Healthcare, housing and community facilities – Hospitals and healthcare facilities; continuing care retirement communities; multifamily and single-family housing; military housing; cultural and sports facilities; correctional facilities; and libraries. 
• Education and institutional projects – Public colleges and universities; private and nonprofit educational institutions; charter, secondary and elementary schools; and student housing and student loan bonds. 
• Economic development and specialized financings – Industrial development projects; tax increment and special assessment financings; public-private partnership (P3) transactions; green and sustainability-focused financings; and tribal finance projects. 

Across these transactions, we handle tax-exempt and taxable financings, new-money issues, refinancings, interest-rate mode conversions and tender offers. 

Our team is consistently ranked as a top public finance bond counsel firm by The Bond Buyer’s Municipal Marketplace (known as The Red Book).  

Underwriter's Counsel

Barnes & Thornburg has extensive experience as underwriter's counsel to local, regional and national investment banks for fixed and variable rate bond financings, lease financings, pooled financings and investment and hedging products. In serving as underwriter's counsel, we advise underwriters on every aspect of bond financings, whether public offerings or private placements.  

We also assist underwriters in their due diligence obligation and their review of offering documents involved in the bond financing. Our attorneys also counsel underwriters during the negotiations involving the bond purchase agreements, continuing disclosure agreements and other related concerns. 

Tax Counsel and Special Tax Counsel

The firm’s public finance tax lawyers have served as tax counsel or special tax counsel for clients across the country on nearly every type of bond issue, including general obligation bonds, short-term notes, bonds issued for public power, solid waste, higher education, airports, docks and wharves, hospitals and other non-profit facilities, residential rental housing, sewage facilities and student loans. 

We provide tax analysis, structuring and documentation on bond issues and regularly represent clients in matters before the IRS, including ruling requests, audits and voluntary closing agreements, as well as matters involving arbitrage compliance, private-use restrictions and post-issuance tax risk. We also represent issuers, borrowers, and other participants in tax controversies arising from tax-exempt financings.  

We assist clients with private use analysis, assessment of management contracts, arbitrage rebate and yield-restriction obligations, and the drafting of post-issuance compliance procedures. Our experience with arbitrage analysis and remediation allows clients to address these complexities proactively and, when necessary, in response to regulatory scrutiny. 

Our tax lawyers also advise on financings that incorporate tax credit structures or nonprofit borrower considerations, including issues related to Section 501(c)(3) status, tax-credit-supported projects, and complex ownership or operational agreements that intersect with public finance transactions. 

Issuer's Counsel

Barnes & Thornburg has been special counsel to issuers in connection with fixed and variable rate bond financings, lease financing, pooled financings and investment products. 

Barnes & Thornburg also represents governmental entities in connection with arbitrage rebate determinations, remedial actions to preserve tax-exempt status, IRS examinations of bond issues and matters related to the SEC’s Municipalities Continuing Disclosure Cooperation Initiative (MCDC).  

Borrower's Counsel

Private businesses turn to Barnes & Thornburg for counsel in their use of tax-exempt bonds to finance certain qualifying projects that reduce borrowing costs. These projects span economic development and redevelopment initiatives, manufacturing facilities, healthcare facilities, retirement communities, education facilities, airports, utilities and housing. 

Our clients range from first-time borrowers to sophisticated institutions that regularly access the capital markets. We understand the challenges private businesses face when financing projects and apply effective, tailored solutions supported by a broad array of options and services. 

Bond Banks

Barnes & Thornburg's government services and finance lawyers have deep experience in serving as bond counsel and issuer's counsel to various local and statewide bond banks. These transactions include both stand-alone and pooled financings involving one or more governmental entities.

Our lawyers also frequently serve as counsel to local governmental entities or to underwriters and purchasers in bond bank transactions. 

Disclosure Counsel

As regulatory scrutiny has increased in the public finance market, Barnes & Thornburg has been at the forefront of serving as disclosure counsel to public and private institutions. We advise on disclosure obligations in financings involving public buildings, transportation infrastructure, utilities, economic development and redevelopment projects, manufacturing facilities, healthcare facilities, retirement communities, educational facilities and housing projects. 

Bank Counsel

Barnes & Thornburg advises local, regional and national banks in public finance transactions, including fixed and variable rate bond financings, lease financings, pooled financings, and investment and hedging products. We counsel banks on due diligence, review of offering and bond documents and related transactional matters, providing insight informed by our broad public finance experience. 

Trustee's Counsel

Our lawyers represent trustees in a wide range of matters involving government project financings, multifamily housing transactions, asset-based securities, mergers and acquisitions, and asset safekeeping. We also help trustees develop and evaluate operational processes, controls and documentation, and regularly represent trustees in difficult situations, including defaults and workouts. 

Derivatives and Other Financial Products 

We advise public and private market participants on the use of interest rate swaps and other derivative products in public finance transactions, including floating-to-fixed and fixed-to-floating interest rate swaps, swaptions, basis swaps, and interest rate caps, collars and floors. 

We help clients evaluate and implement these products and advise on the tax integration aspects of these transactions. 

 

Municipal Financings and Market Volatility 

Municipal public finance transactions increasingly occur in environments shaped by market volatility, constrained revenues, rising labor and pension costs, regulatory scrutiny and heightened disclosure obligations. Barnes & Thornburg counsels clients on issues that occur after initial issuance, among them refinancings, restructurings, interest-rate mode changes, tender offers and general problem-solving. 

We regularly help public and private participants address interest rate and credit considerations, evaluate risk management strategies and respond to changing economic or regulatory conditions. Our experience also includes counseling issuers, borrowers, and other stakeholders in distressed or constrained situations, including workouts, defaults, and recovery-related financings, and efforts to regain or maintain access to the capital markets on sustainable terms. 

When these matters involve labor or pension obligations, real estate redevelopment, or broader fiscal restructuring, we coordinate closely with attorneys across the firm to deliver comprehensive, practical solutions.