Roles / Our Areas Of Experience

Gilmore Bell has served as bond counsel to transactions of municipal issuers for over three decades. As bond counsel, Gilmore Bell structures all types of public finance transactions from concept to completion including general municipal improvements, schools and other public buildings, electric, water and sewer utilities, highways, streets and bridges, fire protection facilities, hospitals, long-term care facilities, airports, parks and recreational facilities, colleges and universities, industrial, manufacturing and commercial projects, pollution control and solid waste and sewage disposal facilities, convention centers, sports facilities and single and multi-family housing projects. At the culmination of each public finance transaction, we deliver an opinion regarding the validity and, if applicable, the tax-exempt status of the financing. Bond counsel services typically include preparing or reviewing all legal documents and proceedings relating to a financing, examining the applicable law necessary to render our opinion, attending related meetings and conferences, coordinating the closing, providing all parties to the transaction a complete transcript of the financing and various other related services, including handling matters before the IRS, if necessary. We recognize that the role of bond counsel has evolved significantly since its inception, and we strive to be leaders in its ongoing evolution as we continue to provide quality, cost-efficient and timely bond counsel services to our clients.

Gilmore Bell’s direct lending attorneys utilize the firm’s broad public finance expertise to benefit our lender clients in a wide variety of public finance transactions. Our attorneys represent national lenders in transactions benefitting borrowers across the country. We understand the unique concerns and perspectives of our lender clients as they strive to meet the goals of borrowers. Our financing experience in this area includes direct placement leases, certificates, bonds, notes, and a variety of master financing agreements for governmental, 501(c)(3), economic development and housing projects.

Gilmore Bell attorneys have considerable experience providing disclosure counsel services on virtually all types of public finance transactions, both as an additional component to our bond counsel services and in specific disclosure counsel engagements with issuers and borrowers. Disclosure counsel services typically consist of preparing an official statement or other offering document, participating in due diligence necessary to deliver a standard “negative assurance” letter, if requested, and providing in-depth analysis and advice directly to our clients regarding specific disclosure issues. Gilmore Bell attorneys and staff have extensive experience analyzing past continuing disclosure compliance and preparing appropriate disclosure of any compliance deficiencies for inclusion in official statements.

Our tax attorneys regularly advise and represent Gilmore Bell clients before the Internal Revenue Service (the “IRS”) in audits and examinations of tax-advantaged bond issues. Our role includes gathering information and preparing responses to information document requests from IRS agents, participating in site visits with IRS agents, responding to notices of proposed issue, and assisting clients through the appeals process, if necessary. Gilmore Bell’s tax attorneys have favorably resolved over 100 audit examinations.

After a tax-advantaged obligation is issued, there are restrictions and limitations placed on the assets financed with proceeds of the obligation. If an asset is later sold or used in contravention of these requirements and limitations, it may be necessary for an issuer or borrower to take remedial action to prevent the sale or improper use of the asset from causing the interest on its outstanding obligation to lose its tax-advantaged status. Our tax attorneys guide clients through the remedial action process by providing advice and analysis in these situations. Gilmore Bell tax attorneys have extensive experience in drafting remedial action certificates and related exhibits and establishing irrevocable defeasance escrows to redeem nonqualified bonds, if necessary.

Occasionally through annual compliance checks or other diligence, an issuer or borrower may discover a violation of certain tax covenants that apply to their outstanding tax-advantaged bonds that cannot be resolved under the Internal Revenue Code and related Treasury Regulations. Gilmore Bell’s tax attorneys diligently assist clients in resolving these violations through the IRS’s Voluntary Closing Agreement Program (VCAP).  Because of the sensitive nature of submitting an issue to VCAP, it is crucial that the facts and the analysis are properly framed before being presented to the IRS for consideration. We consult and advise issuers throughout the VCAP process to ensure that any violations are conclusively resolved by entering into a closing agreement with the IRS. Additionally, our tax attorneys have submitted written requests and obtained letter rulings from the IRS that provide an interpretation and application of certain tax laws based on our client’s specific fact scenario.

Gilmore Bell’s post-issuance tax compliance services are designed to help municipal issuers, other borrowers and trustees comply with the federal income tax laws that apply after tax-advantaged bonds are issued. Gilmore Bell has established a separate post-issuance tax compliance group staffed with legal assistants, tax analysts and administrators. These paraprofessionals, under the direction of Gilmore Bell’s tax attorneys, assist governmental issuers and conduit borrowers in complying with federal income tax requirements after the financing closes. Our ultimate goal is to educate issuers and borrowers regarding the requirements imposed on them in order to ease the burdens associated with compliance for their tax-advantaged financings.

The Compliance Services Group’s tax practice focuses on: (1) arbitrage rebate and investment compliance, (2) use of proceeds and use of financed assets, and (3) recordkeeping and ongoing monitoring. Gilmore Bell has performed arbitrage rebate computations since 1987 and regularly advises municipal issuers and borrowers on ways they can best comply with arbitrage investment restrictions, arbitrage rebate payment requirements, tax restrictions on the use of bond proceeds and bond-financed facilities, recordkeeping and retention rules, and other related federal income tax compliance issues. In addition, the Firm regularly assists issuers in preparing final written allocations of bond proceeds, calculation of private business use, structuring arrangements in management and service agreements to avoid private business use, complying with the change in use rules in cases where it becomes necessary to sell or dispose of bond-financed property and generally establishing procedures and policies to substantiate ongoing tax compliance.

Gilmore Bell’s team of real estate attorneys provides advice and guidance to our clients and supports our attorneys in other practice areas in a variety of contexts that involve real property. In project finance, public finance, local government bond work, direct lending, economic development, community development, special improvement districts, or affordable housing matters, our real estate team works alongside the client, other Gilmore Bell attorneys, title companies, and the larger working group on a wide variety of matters where real property is the subject or the security, or is otherwise affected, as in various types of benefit districts. Our real estate counsel often includes assistance with structuring a transaction, drafting and reviewing real estate related documents such as mortgages, leases, and purchase agreements, identifying the physical property by description, obtaining and negotiating title insurance coverage, reviewing title for potential issues, and working to resolve those issues to achieve a timely and satisfactory closing for our client.