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David A. Rogers
Partner
Columbus, OH
Partner
Columbus, OH
David’s practice focuses on helping clients find and implement public finance, project finance, and structured finance solutions. His experience includes acting as bond counsel for national, state and local issuers; and representation of borrowers, underwriters, placement agents, and bond purchasers, in traditional infrastructure finance, P3 and structured finance, economic development finance, health care finance, and energy and PACE (property assessed clean energy) finance transactions. He also represents and advises issuers and bankers in transactions using monetizations, securitizations and derivatives to enhance existing revenue streams. His P3 experience includes representing both public asset owners and private lessee concessionaires in both public-private DBFOM partnerships and P3 structures funded with tax-exempt bonds.
He has served as counsel on advanced energy facilities, shopping centers, office buildings, stadiums, arenas, hotel facilities, housing, private activity, hospital, 501(c)(3), education and quasi-governmental facilities. He has also helped structure finance and corporate finance transactions, including CMBS, credit tenant leases, bond securitizations, secondary market transactions and governmental synthetic leases.
He recently led the team of Public Finance Practice Group attorneys that acted as special counsel to UAkronPark Inc., the Concessionaire in an innovative 35-year Public Private Partnership (P3) transaction funded with debt, monetizing the University of Akron’s parking system. In that transaction, the Development Finance Authority of Summit County issued $86,265,000 in principal amount of tax-exempt bonds underwritten by KeyBanc Capital Markets, generating over $85 million of gross proceeds, and providing for a payment to the University in excess of $55 million, plus on-going annual excess fee revenue each year. Frost Brown Todd also acted as underwriter’s counsel to KeyBanc and assisted bond counsel in drafting documents to conform to the KeyBanc deal structure. UAkronPark provided a complete mobility concession covering all parking system assets and mobility options at the University’s main campus. UAkronPark in turn hired Diogenes Capital as its Asset Manager and SP+ Corporation as its Operator. This transaction was modeled on – but contained improvements in bondholder security from – the University of Toledo’s parking system P3 financing, also structured by KeyBanc and with Diogenes and SP+ in the same roles, that closed in 2021. Frost Brown Todd was Bond Counsel as well as special counsel to the concessionaire. See Frost Brown Todd Represents Toledo-Lucas County Port Authority in University of Toledo P3 Parking Concession – Frost Brown Todd | Full-Service Law Firm
David works with the team of attorneys at Frost Brown Todd representing Franklin County, Ohio, as bond counsel, including with respect to its 2018 $250,000,000 double AAA/Aaa tax-exempt sales tax bond issue – the first municipal sales tax issue in the US rated that high. In addition, he helped lead the team of attorneys representing the County as one of the primary governmental entities (i) funding the new 500-room expansion to the Hilton Headquarters Hotel owned by the Franklin County Convention Facilities Authority and (ii) funding the new $325 million stadium for the Columbus Crew of the MLS owned by the Confluence Community Authority. He is currently working as part of the firm’s team of attorneys representing the State of Ohio’s Department of Transportation on the $2.8 billion multi-state project to rebuild and replace the I-71/I-75 Brent Spence Bridge in Cincinnati, Ohio.
David has acted as bond, structuring or underwriter’s counsel for the:
First AAA (S&P) and Aaa (Moody’s) rated Sales Tax Revenue Bond in the country; issued by Franklin County, Ohio.
First TIF (tax increment finance) infrastructure bond issue backed by special assessments in Ohio.
First swaption for a governmental unit in Ohio.
First multi-jurisdictional PACE advanced energy special improvement district in Ohio.
First securitization of tax-exempt bonds in Ohio.
First securitization of defaulted tax-exempt housing bonds in the nation.
First governmental synthetic lease financing in Ohio.
First taxable and tax-exempt infrastructure bonds collateralized by the U.S. EB-5 Immigrant Investor program in Ohio.
First NAIC-1 rated taxable bond backed by a credit tenant lease in Ohio.
Counsel to the successful bidder for the first public private partnership long-term lease and concession of the parking system assets for The Ohio State University; and
Bond Counsel to the Western Reserve Port Authority on its stand alone PACE (Property Assessed Clean Energy) bond financing for a retail center’s energy efficiency upgrade.
Bond Counsel to the Western Reserve and Lorain County Port Authorities on the two largest port capital lease financings in Ohio; for the GM/LG Ultium Battery Plant in Warren, Ohio and the new Ford EV plant in Avon Lake, Ohio respectively.
FBT Assists Hospital with Modern Master Indenture Bond Financing
Two members of our Public Finance Practice Group in Columbus, Ohio, Emmett Kelly and David Rogers, acted as Bond Counsel for an issuance of $63,045,000 City of Middleburg Heights, Ohio Hospital Facilities Revenue and Refunding Bonds, Series 2011, and implemented a new modern master indenture.
David led the firm’s team of attorneys representing Queensland Investment Corporation and CampusParc LLC as the lessee/concessionaire from The Ohio State University of all parking facilities in its landmark public university P3 transaction.
Harvard Law School, J.D.
The Ohio State University, B.S., summa cum laude
Chambers USA, Public Finance, 2025
The Best Lawyers in America®, Public Finance Law, 2005-2026; Real Estate Law, 2024-2026; Project Finance Law, 2025-2026; Trusts and Estates, 2011-2026
AV Preeminent™, Martindale-Hubbell®
American College of Bond Counsel, Member
Ohio State Bar Association
National Association of Bond Lawyers, Member
Council of Development Finance Agencies (CDFA)
CDFA Ohio Financing Roundtable
Public and Project Finance Practice Group, former Chair
Speaker on “Asset Monetization of Non-core Infrastructure Assets using P3s,” highlighting the University of Toledo parking and mobility concession P3 – 2022 P3C Higher Education Summit in Washington, DC
Moderator of panel on “Structuring Challenging Bond Deals” focusing on the complex process of structuring deals, how to engage investors, the latest problem-solving techniques, and recent case studies – CDFA 2022 National Finance Summit in Denver, CO, November 3, 2022
“Smart Cities P3 Presentation” for the CDFA / BNY Mellon Development Finance Webcast Series – CDFA November 16, 2021
Created and acted as Chair of the “CDFA – Frost Brown Todd Infrastructure Finance Series,” including 5 videos featuring experts discussing: Unlocking Capital for Infrastructure Projects, Transportation Finance Strategies, Water Finance 101, Public-Private Partnership (P3) Financing for Energy and Financing Environmental Infrastructure – part of CDFA TV and sponsored by FBT Project Finance Advisors November 2020
“Intro Public Private Partnership (P3) Course” – CDFA August 6, 2020
“Financial Tools Available to Municipalities to Fund Infrastructure Improvements” – Ohio Municipal League Webinar October 17, 2019
“Sustainable Infrastructure Workshop – Case Studies/New Opportunities” – CDFA Federal Policy Conference April 16, 2019
“CDFA & Connecticut Green Bank P3 Clean Energy Bond Project” – Webinar February, 2019
Acted as part of a team sponsored by the US EPA and CDFA (Council of Development Finance Agencies) that examined a brownfields site in Puerto Rico and available governmental and private sector programs and helped author a report entitled the “Puerto Rico Corridor 127 Roadmap to Redevelopment” presented to the territory and its redevelopment foundation, January 1, 2018.
“Traditional and Alternative Financing Structures: Allocation of Risk and Return on Investment” – Strafford Publications Webinar, March 2018.
“Unique Models and Other Ways to Think About P3” – CDFA Webinar, June 2018.
“Public–Private Partnerships in Ohio for Infrastructure, Transportation, Energy and Development Projects” – CDFA Ohio Roundtable, September 2018.
Co-author, “C-PACE Laws Offer Boost for Sustainable Development,” Law360, July 11, 2023
Co-author, “Covid-19 Rebirth Using Proven Tools,” White Paper, Q2 2020
January 5, 2024 | Publications
On October 27, the Biden-Harris administration announced new initiatives across various governmental...
May 30, 2023 | Publications
A version of this article was published in Law360’s Expert Analysis. The Origins of PACE The p...
January 11, 2023 | Publications
The March 2021 American Rescue Plan Act (ARPA), the November 2021 Bipartisan Infrastructure Act (BIA...
May 31, 2022 | Publications
Public-private partnerships (P3s) have risen in prominence in recent years due to the flexibility th...
November 9, 2021 | Experience
A team of Frost Brown Todd’s (FBT) Ohio and Kentucky Public Finance and Government Service att...
October 14, 2021 | Coronavirus Response Team
State and local governments across the United States have been overcome with analysis paralysis when...
January 19, 2021 | Publications
On December 29, 2020, Ohio Governor Mike DeWine signed Senate Bill 39, creating a new tax credit app...
September 8, 2020 | Coronavirus Response Team
Second-Order Effects that Cost Jobs and Closed Stores Can be Attacked with CARES Act Funding Guidanc...
July 16, 2020 | Blogs
Two bills from the House of Representatives (H.R.2, the Moving Forward Act, and H.R.3967, the Munici...
June 24, 2020 | Coronavirus Response Team
While COVID-19 has forced many people and businesses to take a timeout from their everyday activitie...
June 10, 2020 | Coronavirus Response Team
The Federal Reserve expanded the Municipal Liquidity Facility (MLF) eligibility criteria on June 3, ...
May 29, 2020 | Blogs
What is PACE financing? Property Assessed Clean Energy (PACE) financing, also called EPAD (Energy Pr...
May 21, 2020 | Coronavirus Response Team
The Federal Reserve recently announced that it’s Municipal Liquidity Facility (MLF) is taking ...
May 11, 2020 | Coronavirus Response Team
On May 4, 2020, the Securities and Exchange Commission (SEC) chair and the director of the Office of...
April 30, 2020 | Coronavirus Response Team
In the wake of COVID-19, many local governments find themselves facing unanticipated and potential r...
April 30, 2020 | Coronavirus Response Team
Overview The Federal Reserve announced that it was expanding the scope of the Municipal Liquidity Fa...
April 21, 2020 | Coronavirus Response Team
In an effort to support the flow of credit and liquidity to state and local governments during the C...
March 3, 2020 | Publications
A school district in Texas fell victim to a phishing attack, causing the district to miss payments o...
February 13, 2020 | Publications
The Securities and Exchange Commission (SEC) announced in September 2019 that it would release a sta...
December 27, 2019 | Experience
On December 19, 2019, the first phase of financing for the new Columbus Crew MLS Stadium closed with...
December 12, 2019 | Experience
On December 4, 2019, the Franklin County Convention Facilities Authority (the “CFA”) issued two ...
June 25, 2018 | Publications
David Rogers and Stephen Samuels of Frost Brown Todd were part of a five-person project response tea...
June 12, 2018 | Publications
On June 5, 2018, Franklin County in Ohio issued its $250 million Various Purpose Sales Tax Revenue B...
May 23, 2018 | Publications
Recently we became aware of the fact that a significant Midwest hospital is engaged in a Public-Priv...
February 21, 2018 | Publications
David Rogers and Steve Samuels, on behalf of Frost Brown Todd (FBT) and former affiliate FBT Project...
December 18, 2017 | Publications
House and Senate Republicans unveiled their long awaited $1.5 trillion tax reform bill on Friday, De...
November 30, 2017 | Publications
Property Assessed Clean Energy or “PACE” financing is used in Ohio and many other states...
November 13, 2017 | Blogs
Although it is still very early in the tax reform process, provisions in the House tax bill propos...
August 8, 2017 | Experience
Members of our P3 Service Team serve as Project Counsel to the Ohio Department of Transportation (&#...
March 27, 2017 | Publications
On March 1, 2017, the Securities and Exchange Commission (SEC) issued Release No. 36-80130 (the “R...
January 4, 2017 | Publications
Many governmental units in Ohio own excess land at various locations, and may also have excess build...
May 9, 2016 | Publications
The International Olympics. FIFA’s World Cup. The U.S. Presidential Election. Big things hap...
November 10, 2015 | Press Releases
Frost Brown Todd (FBT) has launched its affiliate FBT Project Finance Advisors LLC to assist governm...
June 23, 2015 | Publications
The SEC issued a press release and 36 related enforcement orders on June 18, 2015, in connection wit...
January 6, 2015 | Publications
The Tax Increase Prevention Act of 2014 (the “Act”), H.R. 5771, became effective on December 19,...
August 19, 2013 | Experience
Frost Brown Todd represented QIC Global Infrastructure, a subsidiary of an Australian investment man...
October 30, 2012 | Experience
In February 2012, Frost Brown Todd was engaged by QIC Global Infrastructure (“QIC”) (a subsidiar...
August 19, 2012 | Experience
FBT represented the City of Cincinnati in connection with a proposed transaction to monetize its on-...