Recent experience of Eichner & Norris PLLC

Our firm specializes in serving as Underwriter’s, Placement Agent’s Special Tax and Borrower’s Special Bond Matters Counsel in tax-exempt bond financings, primarily tax-exempt multifamily housing bonds and other types of affordable housing bond financings. While our firm is not nearly as large as many law firms, because our practice is so specifically focused in this area, we believe we have more experience serving as counsel on these types of financings in the recent past than any other law firm in the United States. As stated in our resume, our lawyers have served in this capacity on literally thousands of these types of financings over the past two decades. In the past four years alone, we believe we have served as Underwriter’s, Special Tax Counsel or Borrower’s Special Bond Matters Counsel on over 300 tax-exempt multifamily housing bond financings aggregating almost $5.0 billion in principal amount.

According to rankings in the American Lawyer magazine, over the past five years, our firm served as Underwriter’s Counsel on almost 500 transactions and ranked well within the top 10 law firms in the United States among all law firms in the number of tax-exempt bonds issues in which we served as Underwriter’s Counsel. However, these rankings take into account all types of municipal bond financings. Because our firm concentrates in the area of tax-exempt housing bond financing, we believe our ranking as Underwriter’s Counsel in tax-exempt multifamily housing bond transactions would be number one in the country for the past five years. In fact, we believe that we serve as Underwriter’s Counsel on perhaps two to three times the number of tax-exempt multifamily housing bond financings in a given year as any other law firm in the United States. Our underwriter clients include the municipal securities affiliates of Citigroup, Bank of America, Wells Fargo, SunTrust, PNC, National City Bank, Red Capital Group, RBC Dain Rauscher, as well as Merchant Capital, Hutchinson, Shockley, Erley & Co., Morgan Keegan and a number of other leading banks and securities firms.

Over the past five years, in addition to the above publicly offered bond issues, our firm has served as Placement Agent’s Counsel or in a similar capacity in over 150 private placements of unrated, non-credit enhanced multifamily housing bonds with an aggregate principal amount of over $1.5 billion. We played a leading role in the development of one of the country’s leading tax-exempt multifamily housing bond conduit structures, and we have substantial experience in the warehousing, long-term securitization and derivatives aspects of these tax-exempt assets as well. We also serve as Special Tax-exempt Bond Matters Counsel to a number of the country’s largest apartment development firms, including AIMCO, Archstone, Fairfield Residential, Legacy Partners and a number of other real estate development firms active in affordable housing.

As is discussed further in our resume, a valuable, unique service we offer to our Underwriter clients, where needed, is preparing or verifying the cash flow analyses required by the rating agencies for these and other fixed rate housing bond transactions. Our cash flow analyses and verifications have been accepted for years by all the major rating agencies and all of the major credit enhancement providers for housing and related bond issues. We also serve as arbitrage rebate analyst for a wide range of tax-exempt housing bond financings, and Special Bankruptcy Counsel in certain defeasance transactions. We normally serve in these capacities on 40 to 50 or more transactions per year.

With respect to Section 501(c)(3) financings, we have served as Underwriter’s Counsel or as Special Tax Counsel on over 30 different project financings with an aggregate dollar volume in excess of $300 million over the past four years. These include a number of pooled bond issues in which we helped to develop highly innovative structures to close the “equity gap” in these financings, such as combining variable rate tax-exempt AAA/A-1+ rated senior bonds with subordinated fixed-rate tax-exempt debt involving inverse lower floater components to enhance yield and marketability.

We are also very experienced in all aspects of bond financings involving various HUD programs, including Section 8 and other subsidies, FHA insurance, GNMA wraps, Section 236 interest reduction payment (“IRP”) decouplings, Section 202 prepayments and other HUD programs. Our lawyers have worked actively in this area on well over 1,000 of these financings dating back to the late 1970’s. Eichner & Norris’ predecessor firm, Hayes & Miller, closed hundreds of bond issues secured by FHA insured mortgage loans in the early 1980’s (145 in 1982 alone). From 1983-1986, we worked with several investment banking clients to pioneer wrapping FHA insured loans with GNMA securities to achieve an efficient AAA rating in several hundred bond financings. We pioneered FHA default refundings in the mid-1980s, worked with HUD to structure a program in the early 1990s which refunded over 650 high rate section 8 subsidized, FHA insured loans originated during the early 1980s. We believe our firm is held in extraordinarily high regard by HUD and GNMA in all matters relating to bond financings. In fact, in the mid 1990’s, we were hired by HUD to rewrite its policies and procedures relating to the use of various HUD programs in connection with tax-exempt bond financings, which was published as HUD Notice H-95-7 in early 1995. Since 1998, we have helped to develop optimal bond financing structures in Section 236 decoupling transactions and more recently in bond financings involving Section 202 loan prepayments. Over the past four years alone, we have closed 40 financings aggregating over $400 million in principal amount using FHA and/or GNMA credit enhancement. We have recently begun to serve as Special Counsel to the Borrower on both tax-exempt and taxable FHA/GNMA financings. [We are presently serving in this capacity on over $250 million of such financings, and have advised clients on the preliminary aspects of over $300 million of additional FHA/GNMA financings, most of which will be financed in the taxable FHA/GNMA markets.] The firm believes its understanding of these markets has already produced millions of dollars of savings for such clients.

We have a similarly strong track record in transactions involving credit enhancement by Fannie Mae since the inception of their bond credit enhancement program in the early 1980’s and by Freddie Mac, since they entered this market in the late 1990’s. We have been actively involved in the development and closing of financings incorporating virtually all of the bond financing structures used under these programs, including fixed-rate (fixed to maturity and fixed to mandatory tender), and variable rate (interest rate capped as well as spot and forward-starting swapped) transactions. Our experience covers numerous “forwards” type financings for new construction and substantial rehab as well as “immediate delivery” structures for stabilized project financings and refinancings. Over the past four years alone, we have closed over 50 financings aggregating over $1.5 billion in principal amount using Fannie Mae or Freddie Mac credit enhancement devices. Being located in Washington, D.C. and given our extraordinarily high level of activity in these programs, we often confer with Fannie Mae and Freddie Mac about various aspects of their bond financing programs, and we believe we have especially close relationships with both of these institutions.

Recently, we have been actively involved in financings for hospitals, acute care facilities, nursing homes, congregate care and elderly assisted and independent living facilities utilizing FHA Section 242, 232, 221(d)(4) and 223(f) credit enhancement and a wide range of noncredit-enhanced, rated and unrated financing structures. Over the past three years we have been engaged or are presently engaged in over 15 of such financings across 12 states.

Since the passage of the American Recovery and Reinvestment Act of 2009 (“ARRA”) adopted February 17, 2009, we have been extensively active in Build America Bonds (“BAB’s”) hospital, housing and other types of financings for public borrowers. We are currently closing the first FHA-backed BAB’s financing for an acute care facility using GNMA Securities as credit enhancement for the bonds.

In addition to the foregoing, we have been extremely active in financings involving various other types of credit enhancement and liquidity facilities (e.g., bank letters of credit, bond insurance, surety bonds, various forms of guarantees) and in a wide range of noncredit-enhanced, rated and unrated bond financing structures. We have also been active in areas of tax-exempt housing finance other than traditional multifamily, including single family mortgage revenue bonds, student housing bond financings and other higher and lower educational bond financings and financings for nursing homes, congregate care and elderly assisted and independent living facilities.

We regularly work on financings throughout the United States, and typically close transactions in 25 to 30 different states per year. California is and has, for the past two decades, been far and away the country’s biggest market in affordable housing and our biggest market. We closed over 80 California tax-exempt housing bond issues in the past four years. We therefore have an extensive knowledge of the California and other major affordable housing bond markets and what we believe are superb relationships with bond counsel and all of the other major financing participants throughout the United States who are involved in a tax-exempt affordable housing bond financing.