Public Finance

Market-Leading Public Finance Practice

Our nationally recognized public finance practice is one of the largest and most experienced in the United States. We provide advice on major public financings throughout Texas and across the nation. Year over year, we rank among the leading public finance practices based on the number of deals and their size. In its 2022 Municipal Market Analysis, Refinitiv nationally ranked us:

#13 Bond Counsel
#6 Disclosure Counsel
#11 Underwriter’s Counsel
#8 Special Tax Counsel

In addition, U.S. News – Best Lawyers^© has honored us as a national Tier 1 law firm for public finance law every year since 2013.

Such recognitions illustrate the depth of our experience, as well as the continued trust that our public finance clients put in us.

Our lawyers are highly adept in assisting clients with traditional and highly structured project finance conduit transactions involving airports, tollways, housing, industrial development, hospitals and healthcare facilities, retirement and nursing care facilities, higher education, private and public secondary schools, cultural and arts organizations, sports facilities, not-for-profit organizations, water and waste disposal facilities and state agencies.

We provide timely information on trends and challenges, in-depth understanding of state and federal laws, and insight into managing municipal challenges. We work with all types of public and private entities and understand the complexities inherent in providing bond, disclosure and tax counsel to issuers, underwriters, trustees, third-party credit providers and borrowers.

The diversity and depth of our team helps ensure that our clients receive the benefits of innovative best practices on every transaction. We structure finance options for our clients, such as traditional fixed rate new money transactions or complex project financings. We also help issuers take advantage of tax-exempt or tax-advantaged debt. We help configure tax-advantaged debt, address post-issuance compliance matters and Internal Revenue Service (IRS) examinations, secure IRS rulings, and advocate for regulatory and legislative rule changes.

Our lawyers hold leadership roles within the industry, including with the American College of Bond Counsel (ACBC), National Association of Bond Lawyers (NABL) and Women in Public Finance. In addition, 11 members of our public finance team are ACBC fellows.

Areas of Focus

Bond Counsel

Our team has a deep understanding of state and federal securities and tax laws, which we draw on to help bond issues achieve their financing objectives. We provide full-service bond counsel in all aspects of public and private oﬀerings of debt securities by state and local governments, non-proﬁts and for-proﬁt entities, and other public and quasi-public institutions.

We partner with clients on complex, conduit transactions involving housing, industrial development, hospitals and other healthcare facilities, higher education, not-for-profit organizations, waste disposal facilities, airports and state agencies. In 2020, for example, we served as bond counsel in the issuance of more than $1.363 billion in bonds for the Houston Airport System during the COVID-19 pandemic.

We represent issuers, underwriters, trustees, third-party credit providers and borrowers in the issuance of traditional fixed-rate bonds or variable rate debt and develop commercial paper programs. Our tax attorneys structure finance options for our clients and represent clients in post-issuance compliance matters and IRS examinations.

Our experience and size — combined with our innovative solutions and broad understanding of public finance law — provides a unique package that allows clients to receive a fully integrated, inventive solution for any transaction.

Meet the team

Disclosure Counsel

Obtaining effective and knowledgeable disclosure counsel is critical to issuers of municipal securities in the current regulatory environment, as the Securities and Exchange Commission (SEC) continues to expand its enforcement activity in the municipal bond market.

We provide clients with an in-depth understanding of federal securities laws’ application to both innovative and traditional public finance structures. Our lawyers are experienced in developing and enforcing SEC regulations, defending clients in disclosure-oriented government investigations and advising issuers and underwriters in securities transactions.

We help issuers create documents concerning continuing disclosure obligations and the filing of material event notices under SEC Rule 15c2-12, and provide disclosure and crisis advice to clients as needed.

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Economic Development

Bracewell is nationally ranked in Chambers USA for our work on public-private partnerships, or P3s. We have extensive experience at every stage of major public finance and economic development projects, including the development or redevelopment of transportation, hospitality, arts, sports venues, energy and various other projects, such as the Texas Ranger Stadium, North Texas Tollway and Texas Medical Center.

We provide governmental entity clients with a range of legal services, including public finance, real estate, transportation and construction law. We also provide advice on tax incentives, economic development and PPP matters, representing a complete spectrum of public, private, non-profit and for-profit entities. When necessary, we help draft legislation and ordinances that create or amend state and local economic development programs.

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Securities Enforcement

Market Leading SEC Enforcement Defense

Our public finance lawyers have been central in shaping the securities laws that affect public finance. The team includes former members of the US Securities and Exchange Commission’s (SEC) Office of Municipal Securities, as well as former regulators and prosecutors in Dallas, New York, Seattle, and Washington, DC. This insider’s perspective gives us an advantage in defending clients in regulatory investigations and enforcement actions brought by federal and state agencies.

We defend state and local governments, financial firms, and municipal advisors as well as their officers, directors, and employees. We defend counsel and other municipal market participants in regulatory investigations and enforcement actions by the SEC, US Department of Justice, state attorneys general, and Financial Industry Regulatory Authority (FINRA). If you need assistance defending against SEC enforcement actions, contact us today!

Meet the team

Tax Counsel

Whether serving as bond counsel, underwriter’s counsel or as special tax counsel, we help clients identify relevant tax issues associated with structuring and designing tax-advantaged financing options, including compliance with arbitrage regulations, private business use rules and other tax law requirements imposed on tax-advantaged debt. We also advise clients in post-issuance compliance matters and Internal Revenue Service (IRS) examinations, securing advance rulings from the IRS and seeking regulatory and legislative rule changes.

Our attorneys regularly advise large charitable organizations regarding applicable tax rules and represent charitable organizations in all aspects of tax compliance, from initial organization and recognition under Section 501(c)(3) of the United States Internal Revenue Code to ongoing compliance and transaction structuring to IRS examinations.

Meet the team

Underwriter’s Counsel

Our understanding of the bond issuance process, on top of our innovations in tax and securities law, makes us a natural fit for the role of underwriter’s counsel to leading national and regional investment banking firms.

We bring a multi-faceted and cross-disciplinary approach to representing the interests of underwriters in the purchase of a new issue of municipal securities. Not only do we review and draft documents, but we also pay special attention to ever-changing due diligence requirements, anti-fraud matters, Securities and Exchange Commission (SEC) and Municipal Securities Rulemaking Board (MSRB) regulations and decisions, and evolving disclosure matters to ensure that all requirements are met. Issuers also benefit from our broad knowledge of the tax regulations and implications, post issuance compliance and securities regulations.

Meet the team

Market Leading SEC Enforcement Defense

Meet the team

The Bracewell team is phenomenal. They look at the big picture and try and see all sides before providing a recommendation.

Chambers USA, 2023

Market-Leading Engagements

We have significant experience in all areas of public finance.

Baylor College of Medicine, as underwriter’s counsel to Barclays Capital Inc. and BofA Securities, Inc. in connection with the issuance of $208.020 million Harris County Cultural Education Facilities Finance Corporation Medical Facilities Mortgage Revenue Refunding Bonds (Baylor College of Medicine), Taxable Series 2020
Bexar County Housing Finance Corporation, as bond counsel and general partner counsel in connection with $31,421,222 Multifamily Revenue Note (Agave Apartments), Series 2021A and $3.5 million Multifamily Revenue Note (Agave Apartments), Series 2021B
Central Texas Regional Mobility Authority, as bond counsel and disclosure counsel in connection with $255.075 million Senior Lien Revenue Bonds, Series 2021B; $244.185 Subordinate Lien Revenue Bond Anticipation Notes, Series 2021C; and $50.265 million Senior Lien Revenue Bonds, Series 2020A
Cities of Dallas and Fort Worth, Texas and Dallas Fort Worth Airport Board, as disclosure counsel in connection with $1.2 billion taxable refinancing which won The Bond Buyer’s 2019 “Deal of the Year Award” in the Innovation category
City of Arlington, Texas, as bond counsel in connection with $321.717 million Rangers Ballpark Complex Admissions and Parking Taxes Revenue Bonds Taxable, Series 2020; $266.08 million Senior Lien Special Tax Revenue Bonds, Series 2018A; $28.25 million Subordinate Lien Special Tax Revenue Taxable Bonds, Series 2018B; and $171.095 million Subordinate Lien Special Tax Revenue Bonds, Series 2018C
City of Houston, Texas, as bond counsel in connection with the August 2021 financing of a multi-terminal baggage handling system at the Houston Airport System of approximately $289 million of airport special facilities debt secured by and payable from various leases with United Airlines, Inc.
City of Lewisville, Texas, as bond counsel, which included annexation and dissolution issues, in a $128 million general obligation refunding bond transaction

Cypress-Fairbanks Independent School District, as bond counsel in connection with $368.710 million Unlimited Tax School Building Bonds, Series 2023; $233.055 million Unlimited Tax School Building Bonds, Series 2022A; and $124.405 million Unlimited Tax Refunding Bonds, Series 2022
Grand Parkway Transportation Corporation, as disclosure counsel in connection with $220.415 million Grand Parkway System First Tier Toll Revenue Refunding Bonds, Taxable Series 2020A; $1.293 billion Grand Parkway System Subordinate Tier Toll Revenue Refunding Bonds, Taxable Series 2020B (TELA Supported); $793.385 million Grand Parkway System First Tier Toll Revenue Refunding Bonds, Series 2020C
Harris County Cultural Education Facilities Finance Corporation, as bond counsel and disclosure counsel to Texas Children’s Hospital in connection with $528.78 million of Hospital Revenue Bonds, Series 2021A, Series 2021B, Series 2021C, and Series 2021D, which will fund Phase 1 of a new children and women’s hospital in Austin, Texas
Fort Bend Independent School District, as bond counsel to issuer in connection with $45 million Variable Rate Unlimited Tax Refunding Bonds, Series 2017C (Green Bonds); $50 million Variable Rate Unlimited Tax Refunding Bonds, Series 2017D (Green Bonds); and $91.11 million Unlimited Tax Refunding Bonds, Series 2017E
Grand Parkway Transportation Corporation (GPTC), as disclosure counsel in connection with a refinancing of outstanding obligations to achieve present value debt service savings of $395 million with the issuance of $2.3 billion in taxable and tax-exempt refunding bonds to refinance a $944 million TIFIA loan (Transportation Infrastructure Financing and Innovation Act, a borrowing program administered by the US Department of Transportation), as well as other outstanding debt
Harris County Cultural Education Facilities Finance Corporation, as bond counsel in connection with the issuance of $52.39 million Revenue Refunding Bonds (Texas Medical Center) Series 2019A and $39.11 million Taxable Revenue Refunding Bonds (Texas Medical Center) Series 2019B
Hidalgo County Regional Mobility Authority, as bond counsel and general counsel in a $212 million transaction for the 365 Tollway, which is a critical public safety and economic investment along the Texas-Mexican border which the Anzalduas and Pharr International Bridges and provides access to the McAllen International Bridge
Lamar Consolidated Independent School District, as bond counsel in connection with $636.360 million Unlimited Tax Schoolhouse Bonds, Series 2023 and $410.955 million Unlimited Tax Schoolhouse Bonds, Series 2022
Las Varas Public Facility Corporation, as bond counsel and general partner counsel in connection with $47.090 million Multifamily Housing Revenue Bonds (1604 Lofts), Series 2020A and Series 2020B; $47.030 million Multifamily Housing Revenue Bonds (Trader Flats Apartments), Series 2020A and Series 2020B; $28 million Multifamily Housing Revenue Bonds (Mira Vista Apartments), Series 2020A; $23 million Governmental Notes (Tampico Apartments), Series 2020; and $2 million Multifamily Housing Revenue Bonds (Mira Vista Apartments), Series 2020B
Memorial Hermann Health System, as underwriter’s and dealer manager’s counsel to JP Morgan in a transaction for Memorial Hermann Health System which involved four series of bonds, for a total of approximately $270 million, including a tender and exchange offer and both taxable and tax-exempt debt
Mission Economic Development Corporation, as bond counsel in connection with $336.43 million Senior Lien Revenue Bonds (Natgasoline Project), the proceeds of which were used to finance a portion of the construction costs of a methanol production facility located in Beaumont, Texas that is owned by a petrochemical company
Museum of Fine Arts Houston, as counsel in connection with the approximately $325 million expansion and redevelopment of its current campus, including structuring an economic development agreement in connection with the project
Port of Houston Authority, as bond counsel in connection with $100 million Senior Lien Flexible Rate Revolving Note Program and $300 million of Senior Lien Flexible Rate Revolving Note Program
San Antonio Housing Trust Finance Corporation, as bond counsel and general partner counsel in connection with $19.840 million Social Multifamily Tax-Exempt Mortgage-Backed Bonds (SOCIAL M-TEBS) (Echo East Apartments), Series 2021 A-1 and Series 2021A-2; $39.350 million Multifamily Housing Revenue Bonds (Crosswinds Apartments), Series 2022; $25 million Multifamily Housing Revenue Bonds (The Arbors at West Avenue Apartments), Series 2022; and $20 million Multifamily Housing Governmental Note (Loma Vista Lofts Apartments), Series 2022
San Antonio Housing Trust Public Facility Corporation, as bond counsel and general partner counsel in connection with $60 million Multifamily Housing Revenue Senior Bonds, (Lofts at Creekview) Series 2022A and Series 2022B
Tarrant County Cultural Education Facilities Finance Corporation, as bond counsel to CHRISTUS in connection with $345.960 million Hospital Revenue Bonds, Series 2022A and 2022B
Texas Department of Housing and Community Affairs, as bond counsel in connection with $165.325 million Single Family Mortgage Revenue Bonds; $28.1 million Multifamily Note (Ventura at Hickory Tree Apartments) Series 2019; and $166.35 million 2019 Residential Mortgage Revenue Bonds, Series 2019A
Texas Department of Transportation, disclosure counsel in connection with $300 million State Highway Fund First Tier Revenue Bonds, Series 2014-B (March 2022 remarketing); $89.370 million State Highway Fund First Tier Revenue Bonds, Series 2016-B (October 2021 remarketing); $250 million State of Texas General Obligation Mobility Fund Put Bonds, Series 2014-B (October 2021 remarketing); $341.43 million State Highway Fund First Tier Revenue Refunding Bonds, Taxable Series 2020; $1.270 billion State of Texas General Obligation Mobility Fund Refunding Bonds, Taxable Series 2020
Texas Medical Center, as bond counsel and borrower’s counsel in connection with $66.190 million Harris County Cultural Education Facilities Finance Corporation Revenue Bonds (Texas Medical Center), Series 2020A and $79.440 million Harris County Cultural Education Facilities Finance Corporation Taxable Revenue Bonds (Texas Medical Center), Series 2020B
Texas Water Development Board, as disclosure counsel in connection with $1.672 billion State Water Implementation Revenue Fund for Texas Revenue Bonds, as well as nine additional transactions in the aggregate par amount of $2.383 billion
Travis County, Texas, as bond counsel and disclosure counsel in connection with $35.170 million Certificates of Obligation, Series 2021 (Limited Tax); $4.995 million Limited Tax Refunding Bonds, Series 2021; and $21.825 million Unlimited Tax Road Bonds, Series 2021
University of Houston System, as underwriter’s counsel in connection with $44.940 million Consolidated Revenue and Refunding Bonds, Series 2022B and $385.680 million Consolidated Revenue and Refunding Bonds, Series 2022A
University of Texas System Board of Regents, as bond counsel in connection with $375.270 million Permanent University Fund Bonds, Series 2023A; $372.915 million Permanent University Fund Bonds, Series 2022A; and establishment of Permanent University Fund Commercial Paper Notes Program and issuances aggregating over $1.5 billion (since 2009)
Upper Trinity Regional Water District, as bond counsel in connection with TWDB Board Participation for Lake Ralph Hall ($459.065 million Commitment Total, including $120 million funded in 2020, $135 million funded in 2021, $110 million funded in 2022 and $48 million to be funded in 2023)