Omni Dallas Convention Center Hotel
Clients such as cities, counties, school districts and community college districts fall within the General Government practice area. General Government clients issue obligations supported by ad valorem taxes, from revenues generated by enterprises operations, or a combination of both ad valorem taxes and revenues. General Government clients finance public infrastructure improvements such as streets, public buildings, parks, school buildings, water and wastewater improvements, and jails.
Obligations supported by ad valorem taxes generally require that an election be held to authorize the issuance of such obligations. Attorneys working within this area assist clients in the preparation of proceedings calling bond elections, administer the various state law requirements relating to a bond election, make filings with the U.S. Department of Justice under the federal Voting Rights Act, and prepare documents necessary to canvass bond election results. If the election carries, attorneys proceed with preparing the orders and ordinances necessary to authorize the issuance of the obligations and the levy of ad valorem taxes in support of the obligations.
Revenue generating activities, such as the operation of water and wastewater facilities by a city, or tuition and fee based services provided by community college districts, can be financed through the issuance of revenue bonds. Attorneys in the firm assist in drafting the financing documents necessary to authorize the issuance of revenue bonds, as well as prepare financial and other covenants relating to the activities that generate the revenues to support the bonded indebtedness. Attorneys drafting the documents will work with the client, the client’s financial advisors, representatives of rating agencies, credit providers such as banks or municipal bond insurance companies, and investment banking firms in determining the most economic and efficient financial structure to achieve the financing of revenue generating infrastructure improvements.
The firm assists entities as diverse as hospital districts, hospital authorities, non-profit 501(c)(3) hospitals and organizations and for-profit corporations and partnerships in the financing of facilities and equipment used in the areas of healthcare, hospital and senior living (senior care) facilities. Attorneys in the firm work extensively with health care providers, financial analysts and investment banking firms in structuring financing structures to support revenue bond indebtedness. Federal legislation and the aggressive attitude of the U.S. Treasury Department toward public securities and nonprofit organizations impose a tremendous burden on entities such as hospital districts and nonprofit 501(c)(3) organizations and their ability to borrow in the tax-exempt market. The experience that attorneys in the firm possess in structuring health care financings provides our clients with the maximum flexibility with respect to financial covenants while structuring the most economically efficient financing possible in the public securities market.
The firm serves as Bond Counsel and Underwriter’s Counsel on large system-wide financings for hospitals such as Children’s Medical Center of Dallas, Baylor Health Care System in Dallas and Texas Children's Hospital in Houston. The firm is also involved in financings for community hospital systems in cities such as Tyler, Wichita Falls, Kerrville, Mission and Longview.
The firm has also been involved as Bond Counsel for projects at The University of Texas Southwestern Medical School in Dallas, and as Underwriter’s Counsel for projects for Baylor College of Medicine in Houston.
The firm is also very active in transactions in the senior living area. The firm has served as Bond Counsel and Underwriter’s Counsel in numerous financing for the continuing care retirement communities, residential retirement facilities, skilled nursing facilities and Alzheimer care facilities.
The firm assists both public and private institutions of higher education in the financing of buildings, equipment and other infrastructure to enable these entities to provide learning opportunities to students throughout the State of Texas. Public institutions of higher education may issue bonds pursuant to state constitutional provisions that enable special funds to provide the security supporting the issued bonds. Public institutions of higher education also may issue revenue bonds supported by the tuition, fees and other revenues generated by the institutions of higher education.
The firm has been a leader in drafting legislation and developing innovative financing techniques regarding matters related to institutions of higher education in the State. The firm played an instrumental role in the development of a financial pledge of "all lawfully available funds" securing revenue bonds issued by The University of Texas System and The Texas A&M University System in the early 1990s. The firm assisted in the preparation of the legislation enacted in the mid-1990s that recognized the "all lawfully available funds" pledge, which is now utilized by almost all of the public institutions of higher education in the State. The firm played a leading role in working with the Texas Bond Review Board on rule changes that exempt certain state agencies and institutions of higher education from the detailed review process for submission of applications to issue public securities.
The firm has worked with private 501(c)(3) institutions of higher education in financing buildings, equipment and other campus infrastructure improvements. Federal legislation and the aggressive attitude of the U.S. Treasury Department toward public securities and nonprofit organizations impose a tremendous burden on entities such as nonprofit 501(c)(3) institutions of higher education and their ability to borrow in the tax-exempt market. The experience that attorneys in the firm possess in structuring higher education financings provides our clients with the maximum flexibility with respect to financial covenants while structuring the most economically efficient financing possible in the public securities market.
Economic Development and Private Activity Bonds
The Dell Diamond
The firm has been involved in some of the major public-private economic development initiatives in Texas. From the Sematech incubator in Austin, to Alliance Airport in Fort Worth, and the successful financing of a convention center hotel in San Antonio, the firm has developed innovative solutions that have led to the financing of facilities that have bolstered the Texas economy and the creation of thousands of jobs in the State. Utilizing such tools as tax increment financing, municipal management districts and local government corporations, as well as traditional public finance approaches, the firm has been and is involved in such projects as the Round Rock convention center and baseball stadium, the redevelopment of old downtown Frisco, including the financing of the training facility of the Dallas Stars and the Seven-Up/Dr. Pepper baseball park, the redevelopment of the Mueller Airport property in Austin into a mixed-use development, the development of the West Village in Dallas, the construction of multi-use arenas in Laredo and Corpus Christi, and the construction of Texas Motor Speedway in Fort Worth.
The firm played a leading role in developing the allocation statute that authorizes the reservation of Texas volume cap to enable private activity housing, solid waste, student loan, small issue and other private activity bonds to be eligible for tax-exempt treatment. The firm was an active participant in helping draft the rules that govern the issuance of small issue manufacturing bonds in Texas. The firm has worked closely with investment bankers and issuers both in and outside of Texas in analyzing and structuring single family and multi-family housing, pollution control, solid waste and student loan bond issues. The firm has served as bond counsel on numerous private activity bonds benefiting such companies and TXU Electric, Reliant Energy, Exxon/Mobil, BP/Amoco and Dow Chemical Company.
The firm has played a leading role in the development of financing tools for the conservation and development of the water resources of the State of Texas. The firm is bond counsel to the major river authorities of Texas, including the Brazos River Authority, the Lower Colorado River Authority and the Trinity River Authority. The firm has assisted in the preparation of constitutional amendments that affect the operations of river authorities, water conservation and improvement districts, municipal utility districts, port authorities and other entities in the State of Texas whose purpose is to promote the conservation and development of the water resources of the State. The firm drafted the constitutional amendment that authorized the creation of the Texas Water Development Board, and continues to serve as bond counsel to the Texas Water Development Board and the Texas Water Resources Finance Authority. The firm also has played a leading role in the drafting of legislation governing the creation of multi-city water districts, such as the North Texas Municipal Water District, the Colorado Municipal Water District, and the West Central Texas Municipal Water District. The firm also assisted in drafting the legislation that permitted the establishment of water compacts (e.g., the Red River Compact) which facilitated EPA participation in funding water treatment plant construction for local users. No other law firm in the State of Texas has the history and depth of background in the conservation and development of the water resources of the State that is possessed by our firm.
The use of water districts as a catalyst for development occurs throughout Texas, and the firm has been actively involved in such efforts both as bond counsel and underwriters‛ counsel, particularly in the Austin, Houston and North Texas regions of Texas. The firm has represented numerous clients in the procedures with the Texas Commission on Environmental Quality necessary for bonds to be issued for water and wastewater projects. Through its representation of the Texas Water Development Board, the firm has been involved in numerous water planning efforts for the State of Texas.
The firm was a leader in the development of toll road financing in the State of Texas, initially with the Dallas-Fort Worth Turnpike and the North Dallas Tollway. The firm served as bond counsel for the $2.2 billion in debt issued by the Texas Turnpike Authority to finance a new turnpike system in Central Texas. The bond issue also saw the first use of federal transportation funds to secure a state highway financing in Texas. The TIFIA loan in Texas marks a breakthrough for the program because the loan was being used primarily to enhance the credit quality of the bonds. This financing was named the Southwest Region "Deal of the Year" in 2002 by The Bond Buyer, one of four regional transactions in the country so named, and was a finalist for recognition as the national "Deal of the Year".
Crystal Mountain and Concession Center
The firm served as bond counsel with respect to the establishment of a new financing program for the Texas Transportation Commission and the Texas Department of Transportation through the initial issuance of $ 1 billion in bonds for the Texas Mobility Fund, which closed June 8, 2005. The Texas Mobility Fund is a dedicated fund created pursuant to Article III, Section 49-k of the Texas Constitution and Subchapter M of the Texas Transportation Code that is funded from various drivers’ license/record and motor vehicle fees, some of which are to be re-directed from the State’s general revenue fund.
The firm has been bond counsel since the inception of the Dallas/Fort Worth International Airport. D/FW Airport has been the major catalyst for economic development in the Dallas-Fort Worth Metroplex region. The Airport is the 4th largest in the nation in terms of air passenger traffic. The firm has also represented other cities in Texas in the financing of airport facilities, including facilities at Alliance Airport in Fort Worth, and the international airports of San Antonio, Austin and Corpus Christi.
Special Representation and Counsel
The firm has advised Governor Rick Perry’s Office of Tourism and Economic Development on a variety of economic development projects throughout Texas. The firm has advised the Texas Education Agency on matters related to its "Permanent School Fund Guarantee" of bonds issued by school districts throughout Texas. The firm has worked on a number of international toll bridge financings involving Texas cities and the Republic of Mexico. Following the Orange County, California bankruptcy, the firm advised investment bankers on the issues related to the bankruptcy filing, as well as, upon the request of Lieutenant Governor Bob Bullock’s office, drafted legislation that led to public funds investment training and the development of public fund investment policies and strategies for all political subdivisions in Texas. The firm worked closely with legislative leaders in preparing the codification of sixty years of public finance statutes into the Public Securities Title of the Texas Government Code. The firm’s expert testimony is sought by legislative committees on numerous legislative initiatives affecting Texas public finance laws.
Post-Issuance Tax Compliance And Tax Controversy
The Tax-Exempt Bond office at the Internal Revenue Service (IRS) has developed formal and informal programs which seek to determine the level of continuing compliance with the federal tax laws. As part of their programs, the IRS has adopted many new methods of information gathering, including the distribution of questionnaires which monitor internal compliance policies, procedures and recordkeeping. These programs, in turn, have resulted in significant increases in the number of formal audits of bond issues by the IRS. McCall, Parkhurst & Horton L.L.P. represents clients in all aspects of continuing compliance, including federal tax dispute resolution with the IRS. We have extensive experience in helping issuers implement effective compliance policies and procedures, in responding to questionnaires and in defending audits which challenge the tax-exempt status of debt obligations. We handle audits, voluntary closing agreements and administrative appeals. The firm also assists clients in complying with the federal tax restrictions on dispositions of bond-financed property and other changes of use of such property. The firm neither represent clients in civil or criminal tax cases in federal or state courts nor performs tax accounting or financial advisory services, although it is available to assist clients in connection with the handling of such cases or the obtaining of such services.