Public Finance

Experience

Represented a Nonprofit in its Acquisition of Multiple Properties

Client: American Eagle LifeCare Corporation

We represented American Eagle LifeCare Corporation, a nonprofit corporation that previously owned and operated several senior living facilities, in connection with the acquisition of 17 facilities in eight states. The acquisition was financed from the proceeds of several series of tax-exempt and taxable bonds issued by the Capital Trust Agency, a Florida issuer with the authority to issue bonds to finance projects in multiple jurisdictions. The acquisition presented numerous complicated issues that needed to be addressed, including regulatory, real estate, and business negotiation matters, along with the complexity of completing the acquisition across eight jurisdictions. The financing itself was highly-structured and sophisticated, comprising of 18 borrowing entities organized as an obligated group under a master trust indenture. The acquisition was the largest transaction completed by this client and positions American Eagle LifeCare Corporation to be a significant provider of senior living services in the future.

$10,250,000 City of Cincinnati, Ohio Economic Development Revenue Bonds

  1. $6,000,000 Economic Development Revenue Bonds, Series 2018A (OTR Arts Permanent Improvements Project)
  2. $2,500,000 Economic Development Revenue Bonds, Series 2018B (Industrial Site Redevelopment Project) (Federally Taxable)
  3. $1,000,000 Economic Development Revenue Bonds, Series 2018C (Hudepohl Brewery Remediation Project) (Federally Taxable) 
  4. $750,000 Economic Development Revenue Bonds, Series 2018D (East Price Hill Revitalization Project) (Disclosure Counsel)

$110,855,000 Kentucky Bond Development Corporation Convention Facilities Revenue Bonds, Series 2018 (Lexington Center Corporation Project

$110,855,000 Kentucky Bond Development Corporation Convention Facilities Revenue Bonds, Series 2018 (Lexington Center Corporation Project) (Disclosure Counsel)

$16,430,000 City of Dayton, Ohio Water System

$16,430,000 Water System Revenue Bonds, Series 2018 (Bond and Disclosure Counsel)

$3,700,000 City of Dayton, Ohio Economic Development Revenue Bonds

$3,700,000 City of Dayton, Ohio Special Obligations (Nontax Revenue) Economic Development Revenue Bonds, Series 2018 (Oregon District Parking Garage Project) (Bond and Disclosure Counsel)

$8,305,000 Certificates of Participation (Richmond Heights Local School District, Cuyahoga County, Ohio, School Facilities Project), Series 2018

$8,305,000 Certificates of Participation (Richmond Heights Local School District, Cuyahoga County, Ohio, School Facilities Project), Series 2018 (KeyBanc Capital Markets – Underwriter’s Counsel)

$9,255,000 County of Lucas, Ohio Capital Facilities Improvement Bonds, Series 2018

$9,255,000 County of Lucas, Ohio Capital Facilities Improvement Bonds, Series 2018 (Stifel, Nicolaus & Company – Underwriter’s Counsel)

$97,065,000 Kentucky Bond Development Corporation Transient Room Tax Revenue Bonds

  1. $83,605,000 Kentucky Bond Development Corporation Transient Room Tax Revenue Bonds, Series 2018A (Lexington Center Corporation)
  2. $13,460,000 Kentucky Bond Development Corporation Transient Room Tax Revenue Bonds, Subordinate Series 2018B (Lexington Center Corporation), (Disclosure Counsel)

Master Lease Purchase Agreement

Master Lease Purchase Agreement, dated as of July 15, 2018 by and between Banc of America Public Capital Corp and the City of Cincinnati, Ohio and Schedule of Payments Number 1 thereto, dated July 31, 2018, with respect to lease obligations in the amount of $4,607,500.00 (Bond Counsel)

Master Lease Purchase and Sublease Purchase Agreement, Licking Memorial Hospital

Master Lease Purchase and Sublease Purchase Agreement, dated as of October 1, 2018, by and among Park National Bank, the Heath-Newark-Licking County Port Authority and Licking Memorial Hospital and Schedule of Payments Number 1 thereto, dated October 11, 2018, with respect to lease obligations in the amount of $10,000,000 (Special Counsel)

Bond Counsel to Kentucky's Gateway

Client: Blue Grass Airport

As gateway to the Horse Capital of the World, Lexington’s Blue Grass Airport is the primary air transportation provider for central Kentucky. The facility supports commercial flights, private aviation, cargo and, of course, horse transportation. Committed to a quality traveler experience, the airport continually updates amenities and facilities to provide passengers with the most modern and convenient services possible.

For nearly a decade, Dinsmore has served as the airport’s bond counsel, helping them secure low interest financing for growth and improvements such as runways, hangars, parking facilities, baggage belt system, car rental maintenance facility and more. 

“Dinsmore works extremely well with our financial analyst and underwriter and is now helping us with compliance/reporting issues,” said Don Sever, Director of Finance and Administration for the airport. “I really have nothing but good things to say about Dinsmore.”

The airport, which is a catalyst for economic growth in the region, is owned and operated by the Lexington-Fayette Urban County Airport Board and celebrated its 70 year anniversary in 2016.  Since 1946, the airport has grown to serving over 1.2 million passengers annually.

“I have full confidence in the firm,” Sever said.  “They are technically sound and provide great customer service.”

United by a passion for customer service, Dinsmore looks forward to the opportunity for a continued relationship with Blue Grass Airport as they grow and service passengers from all over the world.

Understand Every Side of the Deal

Client: Colorado State Bank & Trust

For more than a decade, Dinsmore has counseled Colorado State Bank and Trust in public finance transactions. When the bank is considering a new deal, they rely on Dinsmore to help identify and minimize potential risks.

“They work to understand the transaction, including all the business points,” said Senior Vice President Kristen Sundin. “(Dinsmore) also works to understand their clients and our needs and viewpoints.”


Sundin said her company maintains their working relationship with Dinsmore because the firm’s attorneys examine business deals from multiple sides. Counsel never tells Sundin to do business a certain way without explanation. Instead, Dinsmore’s attorneys provide background and context on how similar deals have progressed and then discuss whether or not the bank wants to proceed a similar way.

“They’re down to earth, they are easy to communicate with and help facilitate the back-and-forth process of documentation in an efficient manner,” Sundin said.

Successfully Defended the Kentucky Local Government General Obligation Bond Laws Adopted After an Amendment of the Kentucky Constitution, Chandler v. City of Winchester

$47,610,000 Western Kentucky University General Receipts Bonds, 2009 Series A

Higher education capital improvement bonds

$174,335,000 The Turnpike Authority of Kentucky Economic Development (Revitalization Projects) 2017 Series A

  1. $27,415,000 The Turnpike Authority of Kentucky Economic Development Road Revenue Bonds (Revitalization Projects), 2017 Series A
  2. $146,920,000 The Turnpike Authority of Kentucky Economic Development Road Revenue Refunding Bonds (Revitalization Projects), 2017 Series B (Bond Counsel)

$23,725,000 Cleveland-Cuyahoga County Port Authority Economic Development Facilities Revenue Improvement Bonds

  1. $17,255,000 Economic Development Facilities Revenue Improvement Bonds, Series 2017A (Centers For Dialysis Care Project)
  2. $6,470,000 Economic Development Facilities Revenue Improvement Bonds, Series 2017B (Federally Taxable) (Centers For Dialysis Care Project) (Bond Counsel)

$54,880,000 Lexington-Fayette Urban County Government General Obligation Bonds

  1. $32,435,000 Lexington-Fayette Urban County Government Various Purpose General Obligation Bonds, Series 2017A
  2. $22,445,000 Lexington-Fayette Urban County Government Taxable General Obligation Pension Funding Refunding Bonds, Series 2017B (Bond Counsel)

$75,595,000 City of Cincinnati, Ohio Water System

$75,595,000 Water System Refunding Revenue Bonds, Series 2017A (Bond and Disclosure Counsel)

$82,905,000 City of Cincinnati, Ohio General Obligation Bonds

  1. $82,200,000 City of Cincinnati, Ohio Unlimited Tax Various Purpose General Obligation Improvement and Refunding Bonds, Series 2017A
  2. $705,000 City of Cincinnati, Ohio Unlimited Tax Various Purpose General Obligation Refunding Bonds, Series 2017B (Federally Taxable) (Bond and Disclosure Counsel)

$85,150,000 Village of Bluffton, Ohio (Blanchard Valley Regional Health System)

$85,150,000 Village of Bluffton, Ohio Hospital Facilities Revenue Refunding Bonds, Series 2017 (Blanchard Valley Health System) (Bond and System Counsel)

$119,575,000 City of Cincinnati, Ohio Water System

  1. $25,000,000 Water System Revenue Bonds, Series 2016A
  2. $29,745,000 Water System Refunding Revenue Bonds, Series 2016B
  3. $64,830,000 Water System Refunding Revenue Bonds, Series 2016C (2019 Crossover) (Bond and Disclosure Counsel)

$15,410,000 Greater Cleveland Regional Transit Authority

$15,410,000 Greater Cleveland Regional Transit Authority Sales Tax Supported Capital Improvement Refunding Bonds, Series 2016 (Bond Counsel)

$35,920,000 County of Franklin, Ohio, Series 2016 Bonds

  1. $22,430,000 County of Franklin, Ohio Various Purpose Improvement and Refunding General Obligation Bonds, Series 2016 (Limited Tax) (Tax-Exempt)
  2. $6,990,000 County of Franklin, Ohio Taxable Special Obligation Refunding Bonds, Series 2016 (Stadium Facility Project)
  3. $6,500,000.00 County of Franklin, Ohio Sewer Improvement Notes, Series 2016 (General Obligation – Limited Tax) (Tax-Exempt) (Loop Capital Markets LLC – Underwriter’s Counsel)

$42,590,000 Lexington-Fayette Urban County Government Public Facilities Corporation Mortgage Revenue Refunding Bonds

$42,590,000 Lexington-Fayette Urban County Government Public Facilities Corporation Mortgage Revenue Refunding Bonds (Court Facilities Project) Series 2016 (Disclosure Counsel)

$58,410,000 Lexington-Fayette Urban County Airport Board General Airport Revenue Bonds

  1. $4,840,000 Lexington-Fayette Urban County Airport Board General Airport Revenue Bonds, 2016 Series A (Lexington-Fayette Urban County Government General Obligation) (Non-AMT)
  2. $4,880,000 Lexington-Fayette Urban County Airport Board General Airport Revenue Bonds, 2016 Series B (Lexington-Fayette Urban County Government General Obligation) (AMT)
  3. $39,095,000 Lexington-Fayette Urban County Airport Board General Airport Revenue and Revenue Refunding Bonds, 2016 Series C (Lexington-Fayette Urban County Government General Obligation) (Federally Taxable)
  4. $5,345,000 Lexington-Fayette Urban County Airport Board General Airport Revenue Bonds, 2016 Series D (Lexington-Fayette Urban County Government General Obligation) (Non-AMT)
  5. $4,250,000 Lexington-Fayette Urban County Airport Board General Airport Revenue Refunding Bonds, 2016 Series E (Lexington-Fayette Urban County Government General Obligation) (Non-AMT)) (Bond and Disclosure Counsel)

Our Smaller Municipal Clients Highly Valued – Bond Counsel and Construction Counsel

A small, rural school district unfortunately experienced a failing HVAC system in the middle of a cold, Ohio winter. With our assistance, they developed a project delivery method for a new system complying with the myriad of Ohio construction laws applying to political subdivisions and the project was financed, delivered and completed all within a budget acceptable to our client.

IRS Letter Ruling gives school district extra time to spend bond proceeds

We obtained an IRS Private Letter Ruling to allow a public school district an extension to spend qualified school construction bond proceeds. The school would have had to spend the tax advantaged bond proceeds within three years, but the Letter Ruling allowed the district additional time to spend the bond proceeds due to unforeseen circumstances outside of the school district’s control.

$8,815,000 Various Purpose Limited Tax General Obligation Refunding Bonds, dated 10/14/15

$8,580,000 School Improvement Refunding Bonds, dated 9/3/15