Recent experience of Eichner Norris & Neumann PLLC
Our firm specializes in serving as Underwriter’s, Placement Agent’s Special Tax and Borrower’s Special Bond Matters Counsel in tax-exempt bond financings, primarily tax-exempt multifamily housing bonds and other types of affordable housing bond financings. While our firm is not nearly as large as many law firms, because our practice is so specifically focused in this area, we believe we have more experience serving as counsel on these types of financings in the recent past than any other law firm in the United States. As stated in our resume, our lawyers have served in this capacity on literally thousands of these types of financings over the past three decades. In the past four years alone, we believe we have served as Underwriter’s Counsel, Special Tax Counsel or Borrower’s Special Bond Matters Counsel on over 300 tax-exempt and taxable multifamily housing bond financings aggregating almost $6.0 billion in principal amount.
According to rankings in the American Lawyer magazine, over the past five years, our firm served as Underwriter’s Counsel on almost 500 transactions and ranked well within the top 10 law firms in the United States among all law firms in the number of tax-exempt bonds issues in which we served as Underwriter’s Counsel. However, these rankings take into account all types of municipal bond financings. Because our firm concentrates in the area of tax-exempt housing bond financing, we believe our ranking as Underwriter’s Counsel in tax-exempt multifamily housing bond transactions would be number one in the country for the past five years. In fact, we believe that we serve as Underwriter’s Counsel on perhaps two to three times the number of tax-exempt multifamily housing bond financings in a given year as any other law firm in the United States. We have served as Underwriter’s Counsel or Purchaser’s Counsel to a number of major banks and their broker-dealer affiliates, including Bank of America, Bank of Hawaii, Bank of the West, Capital One, Citigroup, JPMorgan Chase, RBC Capital Markets, Union Bank, U.S. Bank and Wells Fargo Bank, as well as to a number of other broker-dealer firms, including Hutchinson Shockey Erley & Co., Loop Capital, Merchant Capital, Morgan Keegan, M.R. Beal & Company, Raymond James, Red Capital Markets, LLC and Wedbush Securities, Inc.
Over the past five years, in addition to the above publicly offered bond issues, our firm has served as Placement Agent’s or Purchaser’s Counsel or in a similar capacity in over 200 private placements of unrated, non-credit enhanced multifamily, as well as credit-enhanced and/or rated, housing bonds or tax-exempt loans with an aggregate principal amount of over $1.5 billion. We played a leading role in the development of one of the country’s leading tax-exempt multifamily housing bond conduit structures, and we have substantial experience in the warehousing, long-term securitization and derivatives aspects of these tax-exempt assets as well. We have also served as Special Tax-exempt Bond Matters Counsel to a number of the country’s largest apartment development firms, including AIMCO, Archstone, Legacy Partners and a number of other real estate development firms active in affordable housing.
As is discussed further in our resume, a valuable, unique service we offer to our Underwriter clients, where needed, is preparing or verifying the cash flow analyses required by the rating agencies for these and other fixed rate housing bond and healthcare transactions. Our cash flow analyses and verifications have been accepted for years by all the major rating agencies and all of the major credit enhancement providers for housing and related bond issues. We also serve as arbitrage rebate analyst for a wide range of tax-exempt housing bond financings, and Special Bankruptcy Counsel in certain defeasance transactions. We normally serve in these capacities on 40 to 50 or more transactions per year.
With respect to Section 501(c)(3) financings, we have served as Underwriter’s Counsel or as Special Tax Counsel on over 30 different housing and healthcare financings with an aggregate dollar volume of tax-exempt and taxable in excess of $300 million over the past four years. These include pooled bond issues in which we helped to develop highly innovative structures to close the “equity gap” in these financings, such as combining variable rate tax-exempt AAA/A-1+ rated senior bonds with subordinated debt.
We are also very experienced in all aspects of bond financings involving various HUD programs, including Section 8 and other subsidies, FHA insurance, GNMA wraps, Section 236 interest reduction payment (“IRP”) decouplings, Section 202 prepayments and other HUD programs. Our lawyers have worked actively in this area on well over 1,000 of these financings dating back to the late 1970’s. Eichner Norris & Neumann’s predecessor firm, Hayes & Miller, closed hundreds of bond issues secured by FHA insured mortgage loans in the early 1980’s (145 in 1982 alone). From 1983-1986, we worked with several investment banking clients to pioneer wrapping FHA insured loans with GNMA securities to achieve an efficient AAA rating in several hundred bond financings. We pioneered FHA default refundings in the mid-1980s, worked with HUD to structure a program in the early 1990s which refunded over 650 high rate section 8 subsidized, FHA insured loans originated during the early 1980s. We believe our firm is held in extraordinarily high regard by HUD and GNMA in all matters relating to bond financings. In fact, in the mid 1990’s, we were hired by HUD to rewrite its policies and procedures relating to the use of various HUD programs in connection with tax-exempt bond financings, which was published as HUD Notice H-95-7 in early 1995. Since 1998, we have helped to develop optimal bond financing structures in Section 236 decoupling transactions and more recently in bond financings involving Section 202 loan prepayments. Over the past five years alone, we have closed 150 financings aggregating over $1.0 billion in principal amount of housing and healthcare financings using FHA and/or GNMA credit enhancement. We have recently begun to serve as Special Counsel to the Lender or Borrower on both tax-exempt and taxable FHA/GNMA financings.
Over the past five years, we also pioneered the use of short-term cash backed tax-exempt multifamily housing bond transactions to satisfy the requirement that projects seeking 4% low income housing tax credits be at least 50% tax-exempt bond financed, while allowing borrowers to dramatically lower their end loan rates and eliminate construction period negative arbitrage by pricing the long-term debt in the presently more efficient taxable markets for GNMA Securities and the taxable markets certain other affordable multifamily housing loans.
We have a similarly strong track record in transactions involving credit enhancement by Fannie Mae since the inception of their bond credit enhancement program in the early 1980’s and by Freddie Mac, since they entered this market in the late 1990’s. We have been actively involved in the development and closing of financings incorporating virtually all of the bond financing structures used under these programs, including fixed-rate (fixed to maturity and fixed to mandatory tender), and variable rate (interest rate capped as well as spot and forward-starting swapped) transactions. Our experience covers numerous “forwards” type financings for new construction and substantial rehab as well as “immediate delivery” structures for stabilized project financings and refinancings. Over the past five years alone, we have closed over 70 financings aggregating over $1.5 billion in principal amount using Fannie Mae or Freddie Mac credit enhancement devices. Being located in Washington, D.C. and given our extraordinarily high level of activity in these programs, we often confer with Fannie Mae and Freddie Mac about various aspects of their bond financing programs, and we believe we have especially close relationships with both of these institutions.
As indicated above, our firm has now developed a substantial practice in healthcare financings. This practice includes financings for hospitals, acute care facilities, nursing homes, congregate care and elderly assisted and independent living facilities utilizing FHA Section 242, 232, 221(d)(4) and 223(f) credit enhancement and a wide range of noncredit-enhanced, rated and unrated tax-exempt and taxable financing structures. Over the past five years we have been engaged or are presently engaged in over 15 of such financings across 12 states.
Recent examples of our emphasis on working with our clients to create innovative financing structures to respond to changing market conditions include our role in Build America Bond (“BAB’s”) in 2009 and 2010 financing and the U.S. Treasury’s New Issue Bond Purchase (“NIBP”) Program in 2010 and 2011. After the American Recovery and Reinvestment Act of 2009 (“ARRA”) became effective on February 17, 2009, we were extensively active in hospital, housing and other types Build America Bond of financings for public borrowers. We closed the first FHA-backed BAB’s financing for an acute care facility using GNMA Securities as credit enhancement for the bonds and a number of similar BAB’s financings, as well as one of the country’s most innovative BAB’s financings for publicly-owned affordable housing. We also were instrumental in assisting major affordable housing bond issues in California, the District of Columbia, Ohio, Georgia, Florida and several other states in utilizing the U.S. Treasury’s NIBP program for well over $1.0 billion of below market rate financings for over 50 multifamily affordable rental projects while the program was active in 2010 and 2011.
In addition to the foregoing, we have been extremely active in financings involving various other types of credit enhancement and liquidity facilities (e.g., bank letters of credit, bond insurance, surety bonds, various forms of guarantees) and in a wide range of noncredit-enhanced, rated and unrated bond financing structures. We have also been active in areas of tax-exempt housing finance other than traditional multifamily, including single family mortgage revenue bonds, student housing bond financings and other higher and lower educational bond financings and financings for nursing homes, congregate care and elderly assisted and independent living facilities.
We regularly work on financings throughout the United States, and typically close transactions in 25 to 30 different states per year. We therefore have an extensive knowledge of the California and other major affordable housing bond and healthcare markets and what we believe are superb relationships with bond counsel and all of the other major financing participants throughout the United States who are involved in a tax-exempt affordable housing and healthcare financing.
More information about our firm and our practice can be found on our firm website at http://www.ennbonds.com.