NABL 28th Annual Fundamentals of Municipal Bond Law Seminar

Transcription

1 NABL 28th Annual Fundamentals of Municipal Bond Law Seminar April 18 20, 2007 Marriott Rivercenter San Antonio,Texas Personalize your learning experience through: Supplemental Sessions for previous or more experienced attendees covering practical aspects of document drafting and the underwriting process Primary Sessions for first-time attendees covering basic structure, finance, state, tax and securities law issues 14 Breakout Sessions including ethics Special program for paralegals Meet the top professionals in the field of municipal finance law Receive Lexis-Nexis Deskbook and CD of NABL Fundamentals of Municipal Bond Law Special rate for government employees

2 Fundamentals of Municipal Bond Law Seminar Who Should Attend NABL s Fundamentals of Municipal Bond Law Seminar is designed for attorneys, paralegals and other municipal finance professionals including representatives of and consultants to municipal issuers and corporate trustees seeking a basic knowledge of municipal bond law. New this year is a new series of Supplemental Sessions designed for more experienced finance professionals or those who have previously attended a Fundamentals Seminar. Attorneys who have practiced in the municipal bond area for more than three years should consider the basic nature of this seminar before attending. New This Year Supplemental Course Offerings To address the wide spectrum of training needs in the municipal finance community, NABL has added to the number of breakout session topics, increasing the ability of attendees to personalize their experience, and has also developed a new series of general sessions focusing on the more practical aspects of municipal finance. As a result, two tracks of general sessions are now offered on Wednesday and Thursday Primary and Supplemental. Firsttime attendees of NABL Fundamentals are encouraged to attend the Primary Sessions, while return-attendees and more experienced finance professionals will benefit from the Supplemental Sessions, which run concurrently with the Primary Sessions (see descriptions below). Seminar Highlights Learn the building blocks of municipal finance and gain basic knowledge of state, tax and securities law issues in municipal finance in Primary Sessions. On Wednesday, April 18, two Primary Sessions designed to provide a foundation of practical skills and techniques and an understanding of the basic structural elements and financial aspects of a municipal financing will be presented. These sessions will provide an important foundation for subsequent sessions. All firsttime attendees should plan to attend these sessions. On Thursday, April 20, the Seminar will offer four Primary Sessions, commencing with a two-part session on federal tax law issues geared to all attendees, followed by sessions addressing state law and roles of counsel, securities law and derivative transactions. Learn the practical aspects of document drafting and the underwriting process in Supplemental Sessions. On Wednesday, a two-part Supplemental Session will discuss the primary documents involved in a bond transaction, their purposes and significant terms and provisions. On Thursday, three Supplemental Sessions are offered addressing the due diligence process and drafting the disclosure document, a behind-the-scenes look at the underwriting process, and hot tax topics. Choose from 14 topics to personalize your learning experience. The Seminar also offers four one-hour breakout classes on Friday, April 20, including classes anticipated to qualify for ethics credit, as well as breakout classes conducted by and for paralegals. Be sure to indicate your topic preferences on the registration form so that the sessions can be scheduled to accommodate the level of interest. Meet the top professionals in the field of municipal finance law. The instructors are among the leaders in municipal finance law from throughout the United States. A reception on Wednesday evening, April 18 will be held for all attendees and the faculty. The reception will allow attendees an opportunity to meet and talk with the faculty and other professionals from around the country who are also involved in municipal finance. Receive outstanding resource material to use in your practice. All registrants will receive a spiral-bound book containing an outline for each seminar session, as well as a CD containing NABL s Fundamentals of Municipal Bond Law, containing valuable background material on tax, securities and other laws applicable to municipal finance. In addition, registrants will receive their choice of either the Lexis/Nexis Federal Taxation of Municipal Bonds Deskbook or the Federal Securities Laws of Municipal Bonds Deskbook. This $95 value is free to seminar attendees. CLE Credit The Seminar offers the opportunity to earn up to 14 hours of CLE credit, including up to 2 hours of ethics credit. Very few programs offer this much CLE credit through sessions geared specifically toward the municipal finance lawyer. NABL will apply CLE credits from those states that have mandatory CLE requirements. Be sure to include your CLE states and identifying numbers on the registration form. The necessary CLE forms will be available at the Seminar. General Conference Information The Seminar s schedule recognizes the many demands on attendees. The Seminar provides regularly scheduled breaks throughout the day so you can check voic and . The Seminar concludes at 1:10 p.m. Friday, allowing you to return home that day. Attire for the Seminar is business casual. Smoking will not be permitted during the Seminar or any NABL-sponsored social function.

3 Friday One-Hour Sessions 1. Qualified Private Activity Bonds This session will address certain aspects of qualified small issue bonds, exempt facility bonds, qualified 501(c)(3) bonds and housing bonds. An overview of the requirements of such financings imposed by the Internal Revenue Code and the transactional aspects of such financings will be provided. 2. Arbitrage This session will discuss general arbitrage concepts and avoidance of arbitrage rebate requirements through the use of the 6- month, 18-month, 2-year and small issuer exceptions. 3. Refunding / Reissuance This session will describe the basic legal and tax aspects of current and advance refundings. It also will discuss the basics of the tax concept of a reissuance. 4. Private Activity Bonds / Changes in Use This session will focus on the rules relating to (a) characterization of the use of bond proceeds and bond-financed property as "private business use" under the Code, including the private activity bond regulations under Section 141 of the Code and related revenue procedures, and (b) the consequences of a post-issuance change in use. The session also will briefly discuss the private payment or security test and the private loan financing test. 5. Letters of Credit & Bond Insurance This session will address (a) municipal bond insurance, including a description of policies, premiums, credit ratings and disclosure concerns, and (b) letters of credit, including types of letters of credit, reimbursement agreements, pricing, credit ratings and disclosure issues. 6. Underwriter s Counsel This session will address the responsibilities and role of underwriter s counsel. This session will also examine disclosure issues and recent SEC interpretive releases. 7. Engagement Letters & Opinions (Ethics Credit) This session will review current practice, NABL s existing guidance and Model Rules of Professional Conduct regarding engagement letters and bond opinions. The form, content and scope of opinions typically rendered by various counsel will be examined. This session is anticipated to qualify for ethics credit. 8. Authoritative Ghostwriting Can t find the relevant court case to cite? This session will use examples to illustrate how legislative and administrative guidance are used by practitioners and regulators to support conclusions, opinions, memoranda, and offering documents. 9. Hot Tax Topics This session will discuss areas of recent interest in the federal tax law arena, presently anticipated to include tribal obligations, issue price, tax issues in derivative transactions and mixed use and change in use matters in public/private partnerships. This material is offered as a Supplemental Session on Thursday and a breakout session on Friday. 10. Qualified 501(c)(3) Bonds This session will describe the basic rules applicable to the issuance of 501(c)(3) obligations, including ownership and use requirements and issues specific to hospital, residential housing and religiously-affiliated school financings, as well as commonly used financing structures. 11. Qualified Small Issue & Exempt Facilities This session will provide an overview of the rules applicable to qualified small issue obligations, including qualifying projects, prohibited and restricted uses and maximum amounts, and the rules relating to the 15 types of qualifying exempt facilities. 12. Conflicts of Interest and Ethical Issues (Ethics Credit) This session will address, in an interactive format, ethical and practice issues related to legal representations, delivery of opinions and termination of client engagements, including discussion of applicable model rules of professional conduct, in the context of municipal financings. This session is anticipated to qualify for ethics credit. 13. Practice Pointers for the New Bond Attorney This session, presented by members of the NABL Associates Network (NAN), will provide insights into the practical aspects of entering municipal finance law, including working with other associates and paralegals, what to do when you discover a mistake, and answers to common questions of new attorneys. 14. Post Closing Issues This session will identify matters to be addressed and issues that may arise after the closing, including 8038s, UCCs and other filings, spend-down and other tax compliance matters, termination of engagement and record retention. Special Program for Paralegals On Friday morning, the paralegal faculty will present a two-hour session covering the practical aspects of a bond financing. The paralegal faculty will also present the elements of a closing in a separate session. Sessions for Paralegals P1. Understanding a Bond Financing In a two-hour session suitable not only for paralegals but also for other finance professionals, the paralegal faculty examines the structure of a bond financing, from initiating proceedings through pre-closing. This session will provide organizational techniques and practical ideas as well as step-by-step instructions as to the structure and purpose of principal financing documents. A question and answer period following this session will provide a forum for attendees to clarify any outstanding questions that they have. P2.The Closing How can you help your bond attorneys manage a successful closing? The paralegal faculty will present a one-hour session, open to all attendees, on the logistics of the practical organization and step-by-step procedures necessary for the closing.

4 Agenda Wednesday, April 18, :00 1:35 PM Registration 1:35 1:50 PM Welcome and Introduction to NABL 2:00 3:30 PM Primary Session: Basic Structuring and Documentation 2:00 3:30 PM Supplemental Session: Nuts & Bolts of Documents Part I 3:30 3:45 PM Break with Snacks 3:45 5:15 PM Primary Session: Financial Aspects of a Bond Transaction 3:45 5:15 PM Supplemental Session: Nuts & Bolts of Documents Part II 5:30 7:30 PM Reception Thursday, April 19, :45 8:45 AM Continental Breakfast 8:45 10:15 AM General Tax Law Part I 10:15 10:30 AM Break with Snacks 10:30 12:00 PM General Tax Law Part II 12:00 12:45 PM Box lunches will be available for pick up 12:45 1:45 PM Primary Session: Derivatives 12:45 1:45 PM Supplemental Session: Hot Tax Topics 1:45 2:00 PM Break 2:00 3:30 PM Primary Session: General State Law or General Securities Law 2:00 3:30 PM Supplemental Session: Practical Due Diligence & Drafting the Disclosure Document 3:30 3:45 PM Break 3:45 5:15 PM Primary Session: General State Law or General Securities Law 3:45 5:15 PM Supplemental Session: Underwriting (Behind the Scenes) Friday, April 20, :30 8:30 AM Continental Breakfast 8:30-9:30 AM Breakout Session 1 9:40-12:00 PM Breakout Session 2 or Paralegals: Breakout Session for Understanding a Bond Financing (including Q&A time) 10:40-11:00 AM Break with Snacks 11:00 12:00 PM Breakout Session 3 12:10 1:10 PM Breakout Session 4 or Paralegals: The Closing

5 Registration Form Please print or type the information requested below. One form per person. Please photocopy if needed. Name: Law Firm, Company or Employer: Address: City: State: Zip: Telephone: List Your Continuing Legal Education State(s) and CLE Number(s): Indicate Special Dietary/Accessibility Needs: Check which category best describes you: Methods of Payment: Attorney Paralegal Accountant Other Enclosed is the registration fee of $695 per member, $745 per person for state and local government employees and $1,045 per non-member. NABL membership is by individual, not firm. New for 2007! Optional: $100 for hard-bound Fundamentals of Municipal Bond Law mailed to you prior to the seminar if registration is received by March 23. This hardbound book is normally $120 for members ($160 for non-members). Please make check payable to National Association of Bond Lawyers. Charge my: American Express Visa MasterCard Discover Credit Card Account Number: Exp. Date: Signature: Breakout Session Preferences: Listed below are the proposed one-hour breakout sessions to be offered on Friday. Please indicate your selections: First Choices (select 3) 1 Qualified Private Activity Bonds 2 Arbitrage 3 Refunding/Reissuance 4 Private Activity Bonds/Changes in Use 5 Letters of Credit & Bond Insurance 6 Underwriter s Counsel 7 Engagement Letters & Opinions (Ethics) 8 Authoritative Ghostwriting 9 Hot Tax Topics 10 Qualified 501(c)(3) Bonds 11 Qualified Small Issue & Exempt Facilities 12 Conflicts of Interest & Ethical Issues 13 Practice Pointers for the New Bond Attorney 14 Post Closing Issues Sessions for Paralegals P1 Understanding a Bond Financing (2 hours) P2 The Closing Deskbook Choice: Federal Taxation of Municipal Bonds Deskbook or Federal Securities Laws of Municipal Bonds Deskbook Cancellation Policy: Cancellations must be received in WRITING, via fax or mail, no later than April 4th at 5:00 PM (CDT), in order to qualify for a full refund, provided that if you included payment to receive the hard-bound book you will receive the book and your refund will be net of the standalone book purchase price of $120 for NABL members ($160 non-member). Cancellations received in WRITING, via fax or mail, after this date and time and up to April 11th at 5:00 PM (CDT) will qualify for an 80% refund, net of $120 for NABL members ($160 non-member) if your payment included the book fee. Cancellations in WRITING, via fax or mail, accompanied by a demonstration of good cause received after that date and time and prior to April 16th at 5:00 p.m. (CDT) will be permitted a 50% refund, net of $120 for NABL members ($160 non-member) if your payment included the book fee. Substitutions of attendees are permitted at any time up until the first day of the Seminar. Return this form by fax to: 312/ National Association of Bond Lawyers 230 W. Monroe, Suite 320 Chicago, IL Phone Number: 312/ Fax Number: 312/ nabl@nabl.org

6 Registration Information The registration fee is $695 per person for NABL member; $745 per person for state and local government employees, and $1,095 for all other attendees. All attendees receive a CD of NABL s Fundamentals of Municipal Bond Law at no charge. Responding to member requests, this year, we are making the purchase of the hard-bound Fundamentals book optional. The book is only $100 if ordered with registration. For your convenience, we will ship the book directly to your office in advance of the meeting provided we receive your registration by March 23. The registration fee also includes the Wednesday evening reception, continental breakfasts on Thursday and Friday, a box lunch on Thursday, and beverages and snacks during Seminar breaks. United Airlines Discount United Airlines is offering a 10% discount off the unrestricted mid-week coach fare or 5% discount off the lowest applicable fares, including first class, to all attendees of the Seminar. An additional 5% discount will apply when tickets are purchased at least 30 days in advance of travel. This special offer applies to travel on domestic segments of all United Airlines, United Express and Shuttle by United flights. United s schedule and discounted fares are available by calling United s Meeting Desk at 800/ and referencing Meeting ID Code 554SP. Hotel Reservations Registrants are responsible for securing their own hotel reservations directly with the Marriott Rivercenter, 101 Bowie Street, San Antonio, TX by calling 210/ or 800/ and asking for reservations. Identify yourself with the National Association of Bond Lawyers to receive NABL s room rate of $205. The cut-off date for NABL s block of rooms is March 27, You are encouraged to make reservations as soon as possible, as we expect rooms will fill up quickly. After March 27, 2007, rooms may not be available at the hotel or at the NABL rates, and reservations will be made on a space available basis only. Please note that NABL does not block rooms for the weekend. For more information Contact the national headquarters of NABL at: 230 W. Monroe, Suite 320 Chicago, IL Phone Number: 312/ Fax Number: 312/ nabl@nabl.org