For more than 50 years, Bricker & Eckler has been recognized by the state and its various political subdivisions and by the national underwriting community as a law firm qualified to render approving opinions for bonds and notes issued by public bodies and not-for-profit entities. We have notable experience in this specialized area and are well qualified to take on even the most complex financing project. Our lawyers' achievements have been widely recognized, as ten are currently listed in the "red book" of bond counsel, the standard reference source used by underwriters and purchasers of bond issues.

In addition, we routinely work on many other types of structured finance transactions. In the past several years, the structured finance market has expanded rapidly. For example, there is currently outstanding in excess of $1.8 trillion in municipal debt, comprising obligations of approximately 50,000 issuers around the nation. There is also currently around $4 trillion of corporate debt outstanding.* At Bricker & Eckler, our lawyers are experienced in documenting and structuring financings in both the municipal and corporate finance areas.

* Statistical Source: The Bond Market Association web site, 2003

Bond, Structured and Public Finance Transactions

As bond counsel and underwriter's counsel, we are involved each year in scores of tax-exempt and structured financings, ranging from very small issues on behalf of villages and townships to major financings in excess of $100 million for the city of Columbus, The Ohio State University, the state of Ohio and other large public and private borrowers. We also provide advice on issues such as structuring transactions, the current market landscape, preparing for debt issuance, securitization and its alternatives, investor concerns, legal requirements, tax issues and the role of various deal participants.

When retained as bond counsel to a public body, our services begin with the preliminary planning stage, continue through the process of committee meetings, board meetings and council meetings, and culminate at the closing of the bond or note issue. We supervise all proceedings and coordinate activities involving the bank, underwriter, bond printer, trustee, and other parties.

Over the years, we have participated in many novel and highly sophisticated financings. For example, Bricker & Eckler served as bond counsel on the first issue of general obligation, tax-exempt, commercial paper in the country. This technique, a milestone in the Columbus, Ohio debt program, allowed the city to save millions of dollars in interest.

Similarly, we have structured and opined on multi-modal "lower floater" revenue bonds for large and small companies, secured by letters of credit issued by national and foreign banks. We have also been involved in the development of variable rate demand taxable notes as an alternative financing technique. In addition, we have helped to develop certificate of participation (COP) and so-called "moral obligation bonds" issued by Ohio state agencies.

On a day-to-day basis, we aid states, cities, villages, townships, counties, school districts, libraries, and universities and colleges seeking the most economical and efficient ways to finance their capital programs. Examples of typical financings include tax anticipation notes, issued to alleviate cash flow problems encountered by school districts or other bodies, voted general obligation bonds issued by school districts to finance new school buildings, unvoted special assessment bonds issued by cities to finance parking facilities and street improvements, and tax-exempt leases and mortgage revenue bonds issued by cities to finance water and sewage treatment plants.

Today, many of our clients are interested in economic development bond issues that help finance public infrastructure affiliated with new development. Tax increment financings (TIFs) and similar vehicles are becoming more commonplace, as are more complex structures, including cooperative arrangements among political subdivisions and public-private partnerships. We have worked on many of the biggest projects in the state, including the Polaris and Easton developments in Columbus and University Square in Cleveland. Our expertise can also help smaller communities and developers alike as they deal with these issues and structure their financing arrangements. Case Study: Innovative Use By a Developer of a TIF Structure.

In addition to bond issues for governmental entities, we have an extensive practice in private purpose bond financings, such as industrial development bonds, hospital bonds, 501(c)(3) university bonds, and solid waste disposal bonds. Case Study: Industrial Development Bond Financing for a Manufacturing Company. Case Study: Master Indenture Tax-Exempt Bond Financing for a Health Care Provider.

Our bond lawyers, teamed with our banking and corporate attorneys, have developed and actively participate in a variety of complex structured finance transactions. Recently completed transactions include securitization of tax-exempt bonds and receivables, off-balance sheet leases, tax-advantaged leases, sale-leaseback transactions and special purpose debt (bonds, notes, COPs, etc.) issued by or on behalf of private companies performing services for states or local governments. Case Study: Complex Floating Rate, Letter of Credit Enhanced Energy Company Securitization.

Representative Matters

Other representative matters from our practice in this area include:

• Represent all major Ohio and regional investment bankers-and many Wall Street firms-in public finance (bond, note and tax-exempt lease) placement and underwriting transactions, including disclosure document preparation, purchase/placement agreement preparation, due diligence, documentation, continuing disclosure and regulatory matters.

• Exclusive underwriter's counsel for Toledo-Lucas County Port Authority financings and exclusive disclosure counsel for Cleveland-Cuyahoga County Port Authority financings, including bond, note, economic development, off-balance sheet real estate and synthetic lease financings.

• Underwriter's counsel for many state bond issue programs, including bonds issued by the Treasurer of the state of Ohio, the Ohio Building Authority, and the Ohio Water Development Authority.

• Act as credit enhancement counsel, including for letters of credit and standby bond purchase agreements, at the request of a wide variety of issuers and bankers.

• Act as structuring and documentation counsel, and deliver substantive non-consolidation, true-sale and disclosure opinions accepted by all major rating agencies (S&P, Moody's, Fitch), in a wide variety of securitizations, representing both taxable and tax-exempt revenue streams.

• Developed the first investment-grade rated (S&P) secondary market securitization of distressed tax-exempt bonds working with Crown Northcorp, as sponsor and special servicer for the offering.

• Developed innovative, tax-exempt COPs (certificate of participation) program designed to convert empty downtown retail space into State of Ohio offices.

• Represented Glimcher Realty Trust in the largest Project Finance borrowing in the commercial sector in 1998, developing a $350,000,000 super regional mall (Jersey Gardens) financed with tax-exempt and taxable double-barreled TIF and special assessment bonds and a complex structured bank loan.

• Represented the Lorain Public Library as bond counsel on the first publicly offered, LLGSF-backed note issue in Ohio.

• Act as bond counsel for the only commercial paper program undertaken by an Ohio college or university.

Related Areas

Our lawyers also have thorough knowledge of a wide variety of related areas. We are knowledgeable in the areas of distressed loans (taxable and tax-exempt), financial covenants, liquidity, credit enhancement requirements, collection procedures, off-balance sheet tax treatment, corporate disclosure, workouts and SEC reporting. Case Study: The First Rated Securitization of Distressed Tax-Exempt Bonds.

The practice of bond law is not limited to work related to the issuance of opinions relating to the bonds or notes themselves; it necessarily includes our involvement in all phases of public law. For example, we are frequently called upon to work with city law directors and village solicitors who run into unusual problems relating to such areas as passage of ordinances, adoption of charters, statutory interpretation, special assessment and election proceedings, and constitutional issues. In addition, we attend council meetings and board meetings whenever and wherever necessary to meet the public's legal needs.

Frequently, our involvement extends to legislative matters as well. By maintaining close ties with legislative officials at the state level, we are able to draft legislation, monitor the progress of pending legislation, and effectively present the position of clients interested in the passage of that legislation.

At Bricker & Eckler, we offer decades of experience and a sterling reputation in the market. We would be pleased to undertake virtually any assignment involving bond issuance and structured finance transactions, including the issuance of tax-exempt or taxable securities.