Expansion of Qualified Private Activity Bond Categories Under the Infrastructure Act

Marybeth Orsini focuses on federal tax law with an emphasis on tax-exempt bonds and tax credit bonds. She has served as tax counsel, bond counsel, and borrower's counsel for tax-exempt bond financings undertaken by state and local issuers around the country. She handles financings for a variety of governmental projects, including special districts and tax increment financings, and privately-owned projects, including multifamily housing, solid waste disposal, manufacturing, and facilities for not-for-profit entities in the health care and education sectors. Marybeth has served as an attorney in the tax-exempt bond branch at the IRS Office of Associate Chief Counsel (Financial Institutions and Products), where she drafted published guidance, private letter rulings, and technical advice. She also served as the Chief Counsel's representative to the Tax-Exempt Bond Focus Group, providing assistance to IRS agents during audits of tax-favored bonds. Additionally, Marybeth has experience representing governmental entities, not-for-profit organizations and businesses in audits before the IRS and has assisted clients with voluntary closing agreement requests.

Charles S. Henck counsels clients on the tax attributes related to a variety of capital infrastructure projects, including a range of tax credits, energy credits, and Treasury grants. Charlie regularly advises on municipal and corporate financing for utility, industrial, and infrastructure facilities. He has served as bond counsel, underwriter's counsel, special tax counsel, and company counsel in revenue bond, private activity bond, general obligation bond, and leveraged lease financings. Charlie has extensive experience in the issuance and restructuring of project- and revenue-based tax-exempt financings for solid waste disposal and resource recovery facilities. He also has been involved as counsel to the borrower and the issuer in a number of IRS audits of bonds issued to finance utility, industrial, and infrastructure facilities, and is a frequent lecturer and panelist in national conferences on federal tax matters relating to financings of these facilities. Before joining Ballard Spahr, Charlie was an attorney in the Office of Chief Counsel of the IRS.

Jean Everett is an experienced finance attorney who focuses on tax and related aspects of public finance transactions involving tax-exempt and taxable bonds, tax credits, and other government subsidies for significant social infrastructure projects. She has decades of experience analyzing and advising on transactions in which bond interest is eligible to be excluded from income of the holders under Section 103 of the Tax Code. She assists issuers, 501(c)(3) borrowers, and other conduit borrowers with responses to IRS examinations of bond transactions. Jean has served as bond counsel, underwriter’s counsel, bank counsel, or developer’s counsel in numerous high-value projects over more than two decades, gaining insight into managing transactions, teams, and closings, including when parties are fully or partially remote. She has represented state finance authorities, for housing and higher education projects, as well as industrial development agencies, local development corporations, and municipal issuers of general obligation bonds in transactions that have produced major facilities for public benefit. Jean’s work with not-for-profit sponsors includes affordable housing developments that provide supportive services such as community centers, wellness facilities, and educational components, financed by tax-exempt bonds and low income housing tax credits (LIHTCs) and which frequently leverage other federal, state, and local government subsidies as well. Her experience includes lending transactions involving draw-down bonds and interest rate swaps. Jean has played a central role in a wide variety of construction, renovation, and refinancing projects in transactions valued up to hundreds of millions of dollars. Her work has encompassed a range of single- and multifamily housing developments, including public housing and other affordable housing projects, university dormitories, seniors housing, and continuing care retirement communities. She has handled transactions involving public and parochial school facilities, charter schools, hospitals, nursing homes, and environmental projects including water treatment and solid waste disposal facilities. Jean also advises developers on formation of Qualified Opportunity Funds and Qualified Opportunity Zone Businesses. She provides counsel to individually and family-owned business in sales, liquidation of equity interest, and other transactions. Through leadership positions at law firms throughout her career, Jean has focused on enhancing diversity, equity, and inclusion in the legal profession as well as in the finance industry. In addition to private practice, Jean has worked as in-house counsel at a government agency. She started her career in banking and served as a bank vice president before entering law school.

Sheila Kles’ areas of focus in public finance include functioning in the roles of bond counsel, borrower’s counsel, underwriter’s counsel, special disclosure counsel, and tax counsel on general obligation bonds, revenue bonds, tax and revenue anticipation notes, commercial paper, 501(c)(3) bonds, pooled bond programs, multi-family housing, student loan bonds, and various exempt facility bonds.. With an LL.M. in taxation from New York University, Sheila routinely structures both tax-exempt and taxable transactions that utilize hedging agreements including swaps, guaranteed investment contracts, and repurchase agreements, and EB-5 financing. She analyzes and performs allocations for current and advance refundings, as well as forward delivery bonds. She also advises clients on the calculation of arbitrage and rebate, and is versed in post-issuance compliance. Additionally, Sheila structured the original Florida Hurricane Catastrophe Fund.

Andrew Wang helps clients navigate tax issues as a member of our Public Finance Group. Prior to joining Ballard Spahr, he held an in-house counsel role at a global professional services firm. There, he focused on mergers and acquisitions tax matters, conducting domestic and cross-border tax due diligence and tax structuring for private equity and strategic clients. His background also includes serving as a legal extern for the Hearings Unit at the Equal Employment Opportunity Commission, where his work included drafting decisions that provided the basis for administrative judges’ summary judgments in age, race, gender, and disability discrimination cases.