Ballard's public finance expansion fueled by non-traditional deals

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Ballard Spahr’s public finance group is in expansion mode amid efforts to expand financing opportunities for its municipal clients.

Philadelphia-based Ballard has added 11 public finance attorneys the past two years across six offices in New York, Baltimore, Washington, D.C., Denver, Minneapolis and Atlanta. Emilie R. Ninan, chair of the firm's public finance department, said the group’s growth reflects shifts in the municipal bond market with issuers seeking more funding tools beyond traditional tax-exempt financing.

“It’s part of a larger growth phase we are in to try and expand our depth and capabilities,” Ninan said. “We are trying to expand our financing capabilities based on client demand.”

Ballard’s public finance expansion included eight senior level lawyers in Marybeth Orsini, a partner in Baltimore; Chuck Treece, of counsel in Washington, D.C.; Benjamin Johnson, partner in Minneapolis; David Fernandez, of counsel in New York; Mark Norrell, partner in New York; Vicky Tsilas, a partner in Washington; Kim Reed, a partner in Denver; and Hester Parrot, a partner in Denver. The Philadelphia-based firm has also added associates Ethan Anderson inDenver, Brandon Nguyen in New York and Sun Lee in Atlanta over the last two years to bring its public finance group up to 60 attorneys.

Ninan is setting sights on further growth for a public finance practice that has already participated in more than $1 trillion of tax-exempt obligations. Ballard has more than 650 total attorneys across the country.

Ballard ranked 11th nationally in the first half of 2019 for lead bond counsel work, with Refinitiv crediting the firm with 48 transactions valued at $3.1 billion. In addition to traditional financing deals, Ballard has also focused heavily on public-private partnerships and alternative delivery projects in recent years including a $260 million financing for the nation’s first commercial-scale plastics-to-fuel plant in Indiana. The firm was also P3 counsel to the Virginia Department of Transportation for the agency’s agreement with Australian toll road operator, Transurban, to help execute a $1 billion deal to extend high-occupancy toll lanes on Interstate 95.

“We’re looking at financing more broadly and that is contributing to our growth,” said Ninan, who was named chair of Ballard’s public finance department in January 2017 after five years as managing partner in the firm’s Delaware office. “That’s changed the perception of the types of deals we are doing and what we need to do to stay relevant.”

Ballard has closed more than 50 deals over the past year valued at more than $5 billion, which included the largest airport bond issuance in U.S. history from a $2.5 billion transaction for Denver International Airport. Orsini noted that part of what attracted her to Ballard was the firm’s versatility to work either as counsel to underwriters or issuers along with its heavy volume of project finance work for governmental entities.

“They have some exciting deals going on,” said Orsini, who prior to Ballard had a long career at Harris Beach and also worked as an attorney in the tax-exempt bond branch at the IRS Office of Associate Chief Counsel. “It is a very dynamic firm and growing.”

Orsini handles financings for government, solid waste, manufacturing, and industrial development projects, as well as for not-for-profits in the health care and education sectors. She also has experience with bond issues for multifamily housing projects and special districts.

Ninan noted that the Indiana fuel plant deal required a unique financing that included $185 million of tax-exempt, Indiana green bonds where Brightmark Energy became the controlling owner of RES Polyflow and developed the plastic-to-fuel conversion technology. The financing of a commercial-scale facility with a new technology platform presented challenges, but Ninan noted that having attorneys specialized in P3/infrastructure and alternative energy deals enabled a successful transaction. She said Ballard will focus more on the renewable energy sector in the future given that there is a $120 billion market in the U.S. and Canada for plastics and petrochemicals that could be met by recovering waste plastics like the feedstock used at the Indiana plant.

“Clients come to us with a problem that seems intractable and we find a way to make it happen,” Ninan said. “We work with clients of every size, across industry sectors and on every side of a financing.”

The Virginia DOT deal required months of negotiations with Transurban. Ballard completed agreements with the developer that covered construction, operation, maintenance and financing. Ballard also performed due diligence on comprehensive traffic studies along with drafting and negotiating tolling agreements that will be based on traffic speed and density. When it opens to traffic, the project will complete one of the longest express lanes system in the U.S. stretching around 50 miles from Washington to Fredericksburg.

Ballard has been expanding its project finance team in large measure to enhance its already vast experience on the buy-side for non-traditional financings that few other law firms process, according to Ninan. This strategy came into focus this past February during a $117 million P3 transaction in which the California Pollution Control Financing Authority issued $117 million of unrated, tax-exempt bonds to build a mixed-organic food waste and biosolids processing and gasification facility. The project, which is being built on land adjacent to an underused municipal solid waste treatment plant in Rialto, California, will once completed be the North America’s largest food waste diversion and energy recovery facility.

“Structuring a financing transaction for a commercial-scale project based on innovative, first-of-its-type technology is a significant challenge, but that’s our business and we love it,” Ninan said. “Only a small handful of law firms have the experience we do on the buy-side of these projects—one of many reasons why Ballard Spahr is expanding its project finance team and why the practice remains a strategic priority for the firm.”

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