PUBLIC FINANCE

Our Firm has broad experience and expertise in the area municipal finance, and our pedigree of work in the public finance area surpasses most law firms in this region. We have advised our clients on all aspects of tax-exempt and taxable financings, and have worked with regional and national banks and underwriters in our public finance practice. Our Firm's experience relevant experience in this area includes:

  • Serving as Bond Counsel for general obligation bond issues for various municipal capital improvement projects;

  • Serving as Bond Counsel and/or Disclosure Counsel and Underwriters’’ Counsel on utilities financings;

  • Serving as Bond Counsel and/or Disclosure Counsel and Underwriters’ Counsel on airport financings;

  • Serving as Issuer's Counsel and Bond Counsel on multifamily housing financings;

  • Serving as Underwriters’ Counsel and Disclosure Counsel on financing involving the pre-purchase of electricity and natural gas and many other revenue based bond transactions;

  • Advising clients as to the various laws relating to public finance;

  • Advising clients on financing structures; and

  • Serving as Underwriter's Counsel and Disclosure Counsel on the financing and refinancing of the FedExForum, home to the NBA Memphis Grizzlies, AutoZone Park, home to the Memphis Redbirds, Nissan Stadium—home to the NFL Tennessee Titans and other sports stadium/arena revenue based bond transactions.

A few historic public bond financings our Firm participated in are:

 

In 2003, our Firm served as Counsel to the Underwriters’ in the $1392,170,000 City of Memphis, Tennessee Memphis, Light, Gas & Water Division (“MLGW”) Electric System Subordinate Revenue Bonds Series 2003A ($1,292,170,000) and Series 2003B ($100,000,000) (the “Bonds”). The Bonds were issued to prepay for capacity costs of electricity that MLGW acquired from the Tennessee Valley Authority for a period of fifteen years.  This was one of the first electric prepay transactions in the United States.

 

In the Fall of 2005, the FedExForum, home of the NBA Grizzlies Basketball Team was opened. Our Firm served in various capacities with the development of the FedExForum.. We initially served as Counsel to Underwriters’ to issue the tax-exempt bonds where we represented Goldman Sachs & Co. and other investment banking firms. Thereafter, our Firm served as Special Counsel to the Shelby County Tennessee government regarding contentious issues surrounding the lack of minority and women business enterprise (“M/WBE”) participation, and later as General Counsel to the New Memphis Arena Public Building Authority ("PBA"). Following the unexpected death of David Bennett, PBA Executive Director, Attorney Charles E. Carpenter served as Acting Executive Director of the PBA interfacing with elected officials at the State, County and City levels and managed the finalization and winding up of construction claims and lawsuits through the PBA’s owner controlled insurance program. The over $206 Million construction budget for the FedExForum was the largest public project ever undertaken by the City of Memphis and Shelby County governments and was concluded on-time and within budget while achieving an historic twenty-five percent (25%) M/WBE participation and over sixty percent (60%) local participation, a historic first for such a large local public project.

 

In 2006, our Firm served as Counsel to the Underwriters’ in the $1,060,220,000 Tennessee Energy Acquisition Corporation (“TEAC”) Gas Project Revenue Bonds, Series 2006C, for a 20-year prepaid natural gas acquisition.  The Bonds were issued to finance the costs of acquisition of the gas project, which consists of a prepayment for a 20-year supply of natural gas under the pre-paid gas purchase agreement between TEAC and J. Aron & Company.

CORPORATE LAW 

Since our inception, we have worked with non-profit and business corporations and their governing boards. Our Firm has served as special counsel to the City of Memphis, Shelby County, Tennessee and other municipalities on various redevelopment projects focused on affordable multifamily housing, solid waste, recycling, airport noise study and master plan update. We represent and counsel clients in establishing, structuring, and ensuring legal compliance for all types of legal entities, such as governmental and quasi-governmental entities, business corporations, non-profit corporations, 501(c)(3) tax-exempt corporations, subchapter S corporations, limited liability companies and related business organizations, including partnerships and joint venture structures. We also focus on development and execution of all types of business contracts, review and negotiation of all aspects of business development, governance and growth, as well as, minority and women business enterprises participation issues.

M/WBE EXPERIENCE 

Our Firm has a long history of establishing, representing and counseling minority and women business enterprises (“M/WBE”) beginning in 1978 with our representation as General Counsel to the Tennessee Valley Center for Minority Economic Development, Inc.  Since that time, our Firm has successfully advocated on behalf of M/WBE firms in the public, quasi-public and private sectors.  We are certified as a minority business enterprise and disadvantaged business enterprise  by the Uniform Certification Agency and the Tennessee Uniform Certification Program, respectively; and as a Small, Minority and Women Business Enterprise by the Metropolitan Government of Nashville and Davidson County, Tennessee.

HEALTHCARE LAW

Our Firm has broad experience in the healthcare and behavioral care industry, having served as General Counsel and advised managed care organizations (MCOs), behavioral health organizations (BHOs), primary care and home health care facilities, in addition to individual physicians, dentists, and other health care professionals.

ENTERTAINMENT LAW

Our Firm has worked successfully in the area of sports and entertainment. We have represented NFL players, World Champion boxers and kick boxers, and international boxing promoters; as well as music artists, recording, production, and publishing companies. We also advise individuals on copyrights, publishing and merchandising businesses.

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