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NABL U Presents: The Institute

New Name. Expanded Focus. Advanced Discussion.
When
3/7/2019 - 3/8/2019
Where
Hyatt Regency Coconut Point 5001 Coconut Road (239) 444-1234
To add CLE information click on the + symbol.

Program

   

A. General Session

 
Why Cryptocurrency and Blockchain Will Be Relevant to You

Although the fundamental characteristics of the municipal bond market have remained stable for more than a century, financial and technological innovation have been an important component for many years. As evolution continues, the market may soon feel the ripples and waves of the encrypted distributed transaction ledger system referred to as “blockchain.” First steps are being taken even in the municipal market to try to apply blockchain in bond financings, with the City of Berkeley, California being one of the first issuers actively discussing the issuance of bonds using the distributed ledger system. Please join us for a discussion by Stevie D. Conlon concerning this new technology and its potential impact on our public finance practice. Stevie Conlon is vice president and tax and regulatory counsel for Wolters Kluwer and leads the firm’s U.S. Advisory Services group which advises financial institutions concerning regulatory requirements and its Fintech Task Force. Prior to joining Wolters Kluwer, Ms. Conlon had many years of experience as a public finance and municipal derivatives attorney.
Track
A. General Session
Time
8:15 AM - 9:30 AM
3/7/2019 8:15 AM

B. Luncheon

 
At our luncheon presentation, you will learn what's new on Capitol Hill, including how NABL has enhanced its advocacy and educational efforts over the past year. We will talk about how you can play a bigger advocacy role through our Governmental Affairs Committee and how NABL is moving the needle when it comes to the issues most important to the municipal market and to NABL members.
Track
B. Luncheon
Time
12:30 PM - 2:30 PM
3/7/2019 12:30 PM

Breakout 1

 
Join this session for a discussion concerning advanced reissuance topics, including the consequences of the termination of LIBOR, considerations relating to Cinderella bonds and matters arising in direct placements. Panelists will also discuss the defeasance of BABs and reissuance and refunding concepts raised by Chief Counsel Advice 201843009 (Aug. 31, 2018).
Track
Breakout 1
Time
9:45 AM - 11:00 AM
3/7/2019 9:45 AM

This panel will review and discuss certain components of NABL's Model Letter of Underwriter's Counsel Second Edition, including the negative assurance and 15c2-12 opinion. The panel will examine how those components work with (or not) SIFMA's recently released Model Memo to Underwriter's Counsel and the recently adopted 15c2-12 amendments.
Track
Breakout 1
Time
9:45 AM - 11:00 AM
3/7/2019 9:45 AM

This panel will provide an overview of the project updating NABL's Form Indenture and Commentary. The panel will feature members of the project team and will discuss the process of updating the Form and explore the resulting revisions.
Track
Breakout 1
Time
9:45 AM - 11:00 AM
3/7/2019 9:45 AM

Breakout 2

 
Ethics Considerations in Public Finance; a Look at the Role of Bond Counsel, Opinions, and Confidentiality in the Digital Age

This ethics panel will take an in-depth look at the historical evolution of bond counsel, current practice, the ABA Model Rules of Professional Conduct and industry guidance with regard to bond counsel opinions and the role of bond counsel as gatekeeper to the transaction. The panel will also discuss ethical issues relating to client confidentiality and client communications, with an emphasis on the use of social media, blogs and technology.
Track
Breakout 2
Time
11:15 AM - 12:30 PM
3/7/2019 11:15 AM

Federal Guarantees, Hedge Bonds, Advance Refundings, Pooled Financing Bonds

Members of this panel will discuss hypotheticals to address advanced, yet broadly relevant, issues arising under I.R.C. § 149, including hedge bonds, pooled financing bonds, the federal guarantee limitation and advance refunding rules and alternatives (but not reissuance issues related to Cinderella structures, which will be discussed in the separate reissuance panel). This panel is intended to be an interactive dialog with the audience.
Track
Breakout 2
Time
11:15 AM - 12:30 PM
3/7/2019 11:15 AM

Attend one or both sessions to learn about the newest tax enforcement and VCAP efforts and processes. The first session will include one or more representatives of the Internal Revenue Service and address audit and VCAP trends and administrative developments. The second session will be for practitioners only for discussion of examination and VCAP experiences. Questions and participation by audience members is welcomed.
Track
Breakout 2
Time
11:15 AM - 12:30 PM
3/7/2019 11:15 AM

This panel will present specific issues as to practices and forms of disclosure counsel and division of responsibilities among other transaction participants. Interplay between underwriter's counsel and the growth of separate role of disclosure counsel will be explored, and the panel will include a discussion of NABL's Model Letter of Disclosure Counsel.
Track
Breakout 2
Time
11:15 AM - 12:30 PM
3/7/2019 11:15 AM

Breakout 3

 
Federal Guarantees, Hedge Bonds, Advance Refundings, Pooled Financing Bonds

Members of this panel will discuss hypotheticals to address advanced, yet broadly relevant, issues arising under I.R.C. § 149, including hedge bonds, pooled financing bonds, the federal guarantee limitation and advance refunding rules and alternatives (but not reissuance issues related to Cinderella structures, which will be discussed in the separate reissuance panel). This panel is intended to be an interactive dialog with the audience.
Track
Breakout 3
Time
3/7/2019 2:45 PM - 3/8/2019 4:00 PM
3/7/2019 2:45 PM

To be held only one week after recently adopted amendments to SEC Rule 15c2-12 take effect, this session will explore how municipal securities issuers, underwriters, and municipal advisors, and their counsel, can and should modify their practices to be able to live with the amendments. Based in part on experience with February 2019 securities offerings, the session will address a multitude of questions. Audience interaction will be encouraged.
Track
Breakout 3
Time
2:45 PM - 4:00 PM
3/7/2019 2:45 PM

This panel will present the basics of Opportunity Zones for bond lawyers, including the status of the market and ways in which in the incentive may be applicable and of interest to those in the public finance practice. Topics to be discussed include the significant tax benefits of investing in Opportunity Zones, how investments are structured, potential investments that work and don't work, pairing the tax benefits from Opportunity Zone investment with tax-exempt bonds and other tax credit programs and the role of state and local governments and municipal investment bankers in maximizing Opportunity Zone benefits.
Track
Breakout 3
Time
2:45 PM - 4:00 PM
3/7/2019 2:45 PM

Breakout 4

 
This panel will explore the evolution of practices in accounting and how they affect disclosure documents and operating covenant provisions. Specific changes resulting from recent decisions by the Governmental Accounting Standards Board (GASB) related to leases, conduit debt and P3s will be discussed. The reliance on financial statements and whether disclosure of "red flags" found in the accounting statements should be specifically disclosed in the body of an offering document, as well as AUP Letters and consents for inclusion of financial statements in offering documents.
Track
Breakout 4
Time
4:15 PM - 5:30 PM
3/7/2019 4:15 PM

Join this session for a discussion concerning advanced reissuance topics, including the consequences of the termination of LIBOR, considerations relating to Cinderella bonds and matters arising in direct placements. Panelists will also discuss the defeasance of BABs and reissuance and refunding concepts raised by Chief Counsel Advice 201843009 (Aug. 31, 2018).
Track
Breakout 4
Time
4:15 PM - 5:30 PM
3/7/2019 4:15 PM

Substantial User, Existing Property, Public Use and Other Advanced Section 142 and 147 Matters

Join panel members for a discussion of common tax issues that arise under the rules of I.R.C. §§ 142 and 147 including the substantial user limitation, limits on the acquisition of land and existing property, the public use requirement (including the impact of housing preferences) and special reimbursement and refunding rules under the provisions of Treas. Reg. § 1.103-8.
Track
Breakout 4
Time
4:15 PM - 5:30 PM
3/7/2019 4:15 PM

Attend one or both sessions to learn about the newest tax enforcement and VCAP efforts and processes. The first session will include one or more representatives of the Internal Revenue Service and address audit and VCAP trends and administrative developments. The second session will be for practitioners only for discussion of examination and VCAP experiences. Questions and participation by audience members is welcomed.
Track
Breakout 4
Time
4:15 PM - 5:30 PM
3/7/2019 4:15 PM

Breakout 5

 
Join a discussion of advanced qualified 501(c)(3) bond tax issues. Panelists will address issues relating to 501(c)(3) opinions and the role of bond counsel in the diligence and review of unrelated trade or business. The panel discussion will also address other aspects of I.R.C. § 145, including, for example, the use of qualified 501(c)(3) bonds to finance residential rental projects, application of the $150 million limitation, change in use rules specific to qualified 501(c)(3) bonds, and will also address new legislation affecting 501(c)(3) organizations or qualified 501(c)(3) bonds.
Track
Breakout 5
Time
8:45 AM - 10:00 AM
3/8/2019 8:45 AM

This panel will review and discuss certain components of NABL's Model Letter of Underwriter's Counsel Second Edition, including the negative assurance and 15c2-12 opinion. The panel will examine how those components work with (or not) SIFMA's recently released Model Memo to Underwriter's Counsel and the recently adopted 15c2-12 amendments.
Track
Breakout 5
Time
8:45 AM - 10:00 AM
3/8/2019 8:45 AM

This panel will provide an overview of the project updating NABL's Form Indenture and Commentary. The panel will feature members of the project team and will discuss the process of updating the Form and explore the resulting revisions.
Track
Breakout 5
Time
8:45 AM - 10:00 AM
3/8/2019 8:45 AM

This panel will discuss disaster recovery financing as a necessary tool to stabilize disaster stricken communities, accelerate recovery, encourage private capital investment and leverage state and federal resources. Following upon the recent NABL publication entitled "Disaster Recovery Bond Financing", there will be discussion of legislative responses to prior disasters and considerations of policy ideas supporting creation of comprehensive disaster recovery legislation. The panel will also review federal assistance which may provide credit enhancement to assist disaster stricken communities in obtaining low cost borrowings.
Track
Breakout 5
Time
8:45 AM - 10:00 AM
3/8/2019 8:45 AM

Breakout 6

 
This panel will explore the evolution of practices in accounting and how they affect disclosure documents and operating covenant provisions. Specific changes resulting from recent decisions by the Governmental Accounting Standards Board (GASB) related to leases, conduit debt and P3s will be discussed. The reliance on financial statements and whether disclosure of "red flags" found in the accounting statements should be specifically disclosed in the body of an offering document, as well as AUP Letters and consents for inclusion of financial statements in offering documents.
Track
Breakout 6
Time
10:15 AM - 11:30 AM
3/8/2019 10:15 AM

Join a discussion of advanced qualified 501(c)(3) bond tax issues. Panelists will address issues relating to 501(c)(3) opinions and the role of bond counsel in the diligence and review of unrelated trade or business. The panel discussion will also address other aspects of I.R.C. § 145, including, for example, the use of qualified 501(c)(3) bonds to finance residential rental projects, application of the $150 million limitation, change in use rules specific to qualified 501(c)(3) bonds, and will also address new legislation affecting 501(c)(3) organizations or qualified 501(c)(3) bonds.
Track
Breakout 6
Time
10:15 AM - 11:30 AM
3/8/2019 10:15 AM

To be held only one week after recently adopted amendments to SEC Rule 15c2-12 take effect, this session will explore how municipal securities issuers, underwriters, and municipal advisors, and their counsel, can and should modify their practices to be able to live with the amendments. Based in part on experience with February 2019 securities offerings, the session will address a multitude of questions. Audience interaction will be encouraged.
Track
Breakout 6
Time
10:15 AM - 11:30 AM
3/8/2019 10:15 AM

Discussions during this panel will focus on advanced arbitrage rebate mattes including calculation of yield on bonds and investments, making final allocations, and pledged fund matters. Panelists are experts at yield restriction and arbitrage rebate matters and will provide for a thought provoking and practical discussion of these often complex tax issues.
Track
Breakout 6
Time
10:15 AM - 11:30 AM
3/8/2019 10:15 AM

Breakout 7

 
Ethical Considerations in Public Finance; a Look at the Role of Bond Counsel, Opinions, and Confidentiality in the Digital Age

This ethics panel will take an in-depth look at the historical evolution of bond counsel, current practice, the ABA Model Rules of Professional Conduct and industry guidance with regard to bond counsel opinions and the role of bond counsel as gatekeeper to the transaction. The panel will also discuss ethical issues relating to client confidentiality and client communications, with an emphasis on the use of social media, blogs and technology.
Track
Breakout 7
Time
11:45 AM - 1:00 PM
3/8/2019 11:45 AM

This panel will present the basics of Opportunity Zones for bond lawyers, including the status of the market and ways in which in the incentive may be applicable and of interest to those in the public finance practice. Topics to be discussed include the significant tax benefits of investing in Opportunity Zones, how investments are structured, potential investments that work and don't work, pairing the tax benefits from Opportunity Zone investment with tax-exempt bonds and other tax credit programs and the role of state and local governments and municipal investment bankers in maximizing Opportunity Zone benefits.
Track
Breakout 7
Time
11:45 AM - 1:00 PM
3/8/2019 11:45 AM

Substantial User, Existing Property, Public Use and Other Advanced Section 142 and 147 Matters

Join panel members for a discussion of common tax issues that arise under the rules of I.R.C. §§ 142 and 147 including the substantial user limitation, limits on the acquisition of land and existing property, the public use requirement (including the impact of housing preferences) and special reimbursement and refunding rules under the provisions of Treas. Reg. § 1.103-8.
Track
Breakout 7
Time
11:45 AM - 1:00 PM
3/8/2019 11:45 AM

This panel will present specific issues as to practices and forms of disclosure counsel and division of responsibilities among other transaction participants. Interplay between underwriter's counsel and the growth of separate role of disclosure counsel will be explored, and the panel will include a discussion of NABL's Model Letter of Disclosure Counsel.
Track
Breakout 7
Time
11:45 AM - 1:00 PM
3/8/2019 11:45 AM

C. Welcome Reception

 
On Thursday evening, NABL will host a reception for all attendees. The Welcome Reception provides a great opportunity to visit and network with bond lawyers from across the country and to meet with governmental and industry representatives.
Track
C. Welcome Reception
Time
5:30 PM - 6:30 PM
3/7/2019 5:30 PM

Friday Breakfast

 
In this special Friday morning breakfast offering, members of the Municipal Securities Rulemaking Board will discuss the MSRB's 2019 initiatives. NABL members will have an opportunity to provide their perspective on challenges and concerns in the municipal market. This interactive breakfast session is an opportunity to increase engagement and communication between our two organizations.
Track
Friday Breakfast
Time
7:30 AM - 8:30 AM
3/8/2019 7:30 AM