Public Finance

Underwriter/Disclosure Counsel

Partners

Bettendorf, Henry A.

Bond, Christopher S.

Kotthoff, Sara E.

Lause, Michael F.

Lawton, Richard L.

Mitchell, Steven B.

Rush, Deborah K.

Thomas, Rhonda C.

Thorp, Lisa K.

Wild, Steven R.

Associates

Tilghman, Alexandra R.

Wilson, Brandi M.

Clients

• Brentwood School District
• Chicago Transit Authority
• City of Chicago
• City of St. Louis Land Clearance for Redevelopment Authority
• City of Washington, MO
• Francis Howell School District
• Land Clearance Redevelopment Authority of the City of St. Louis
• Mills Group
• Missouri Health and Educational Facilities Authority (MOHEFA)
• Missouri Higher Education Loan Authority (MOHELA)
• Missouri State Employees Retirement System (MERS)
• Pattonville School District
• Saint Louis Zoo
• St. Louis County
• St. Louis Regional Convention and Sports Complex Authority
• Southeast Missouri State University
• University City School District
• University of Missouri

Investment Bankers and Financial Institutions

• Bank of America
• Citibank, N.A.
• Edward Jones
• Fifth Third Bank
• George K. Baum & Company
• Great Southern Bank
• Piper Jaffray Inc.
• PNC Bank
• Stern Brothers & Company
• Stifel Nicolaus & Company, Inc.
• U.S. Bank
• Wells Fargo Advisors
• William Blair & Company

Underwriter’s/Disclosure Counsel

Since 1996 Thompson Coburn has represented the team of underwriters selected by The State Environmental Improvement and Energy Resources (SEIER) for its bond issues to finance loans through the Missouri State Revolving Funds Program (SRF). The SRF provides below-market loans to Missouri cities, counties, and water or sewer districts for construction of wastewater and drinking water projects. Our lawyers have counseled the underwriters in connection with the public offering and sale of bonds in more than 30 financings through the SRF Program. We have also advised the team of underwriters chosen by the SEIER for bonds issued through the Energy Program in three financings. In connection with each financing, our attorneys conducted due diligence on each of the borrowers, reviewed program documents, and drafted disclosure documents.

 Thompson Coburn advised a team of underwriters led by our client Banc of America Securities LLC and Citigroup in structuring and implementing a multi-lien financing plan to maximize the principal amount of debt that could be secured by Amendment 3, a constitutional amendment which earmarked a portion of existing tax revenues generated by cars and other motor vehicles to fund an approximately $1.8 billion “Smoother, Safer, Sooner” statewide road and bridge construction program. The availability of the Amendment 3 revenues was phased in over four years. The financing plan included refunding of existing debt with Senior Bonds secured pursuant to the provisions of the Constitution prior to Amendment 3 (necessary to accommodate the new financing structure), First Lien fixed rate Bonds, Second Lien fixed rate Bonds, and Third Lien variable rate Bonds.

Our lawyers served as underwriter’s counsel in connection with the construction of the Lake of the Ozarks Community Bridge. This matter involved the first issuance of Toll Revenue Bonds in the State of Missouri under the Transportation Corporation Act. As advisors to the underwriters, our lawyers played a pivotal role in structuring and implementing a financial plan to fund the required project costs and provide for construction reserves and interest on the bonds during the construction and start up of the Bridge operations. The firm served in a similar capacity in connection with the issuance of refunding bonds designed to restructure the financing after the Bridge project was completed.

Since 2005, Stifel, Nicolaus & Company has turned to our lawyers to help structure and implement innovative public finance transactions for Lewis and Clark Community College. The College's Series 2005A Bonds were issued using a unique structure often referred to as “Cinderella Bonds,” which are initially issued at a taxable interest rate, and then at a future date are converted to a tax-exempt interest rate at the election of the college. The College's Series 2007A Bonds restructured certain outstanding debt of the College to achieve interest cost savings. They also funded a portion of the costs of construction of the National Great Rivers Research and Education Center.

Thompson Coburn has been underwriter’s counsel for Piper Jaffray & Co. in multiple bond financings for Olathe Medical Center in Olathe, Kansas. In this role, we assisted the underwriter in both the structuring and documentation of fixed rate and variable rate bond financings, and negotiation of credit enhancement. The Medical Center has expanded in keeping with the needs of the community, and its financings have grown proportionally both in size and complexity.

Our attorneys recently served as counsel to Banc of America Securities as the underwriter of the bond issues that financed much of the construction costs of The Kauffman Center for the Performing Arts, a corporation that was formed to research, plan and design a world-class performing arts center for the Kansas City metropolitan area.

Thompson Coburn served as underwriter’s counsel in a matter involving the issuance of revenue bonds for a multi-family housing development in the City of St. Louis. The bonds were issued through the Missouri Housing Development Commission, and were enhanced with a Fannie Mae guaranty, resulting in cost savings to the borrower for much-needed affordable housing in a disadvantaged neighborhood.