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Biography

David’s practice focuses on public finance, project finance, and structured finance. His recent experience includes acting as bond counsel for state and local issuers, and representation of issuers, underwriters, placement agents, purchasers and trustees, in traditional infrastructure finance, structured finance, economic development finance, health care finance, and energy and PACE (property assessed clean energy) finance transactions; and representing issuers and bankers in transactions using securitizations and derivatives to enhance and remarket municipal bond issues. He also has experience representing both public asset owners and private lessee concessionaires in public-private partnerships. His practice concentrates in the areas of bond law, securities law, and public debt federal and state tax matters.

He has served as bond counsel, trustee’s counsel, structuring counsel, underwriter’s counsel, developer’s counsel or purchaser’s counsel for various taxable and tax-exempt project financings, including securitizations, infrastructure, economic development and facilities finance for advanced energy, shopping centers, office buildings, stadiums, arenas and hotel facilities; as bond counsel, disclosure counsel and underwriter’s counsel for both tax-exempt and taxable bonds and bond programs, including energy, housing, private activity, hospital, 501(c)(3), education and traditional issues; as bond counsel for several Ohio port authorities and related taxable and tax-exempt economic development lease and bond fund programs; as bond counsel, transaction, disclosure and special tax counsel for derivative, commodities swap, interest rate swap and swaption transactions; and as bond counsel, trustee’s counsel, structuring counsel, disclosure counsel, underwriter’s counsel and special tax counsel for structured finance and corporate finance transactions, including taxable mortgage bond issues, CMBS, credit tenant leases, securitizations, P3’s, secondary market transactions and governmental synthetic leases.  He acted as counsel to Queensland Investment Corporation, the lessee and concessionaire from The Ohio State University of the right to operate all parking system assets at the OSU main campus.  He also acted as placement agent’s counsel for multiple bond issues financing the $275 million Ernst & Young Tower Cleveland Flats project; a complex commercial real estate and public infrastructure project utilizing more than 35 funding sources.  He served as special development counsel to Cuyahoga County, Ohio, and as underwriter’s counsel for the bond financing of the $400 million Med Mart Convention Center Project recently completed in Cleveland.

He led the firm’s team of attorneys representing the City of Cincinnati, Ohio negotiating and documenting its proposed public-private partnership (P3) lease of its downtown parking system to the Port of Greater Cincinnati Development Authority; which was restructured as a more traditional economic development finance transaction; and is now part of the firm’s team of attorneys acting as bond counsel for the City of Cincinnati. 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 is also the President of our affiliate FBT Project Finance Advisors LLC, an independent municipal advisor registered with the SEC and MSRB, which consults with governmental entities and private concessionaires. The members of his FBT Project Finance Advisors team have worked to provide project finance solutions for delivery and implementation of hundreds of infrastructure projects. They have extensive experience consulting on public and project finance projects, including design-build and DBFOM (design build finance operate and maintain) public-private partnerships utilizing availability payments, tolls, at-risk and other innovative delivery methods. The extensive experience of the principals of FBT Project Finance Advisors is complemented by a commitment to problem solving and finding innovative solutions, whether new solutions or ones tried before, including identification of available funding sources, analyzing SPV (special purpose vehicle) revenue finance options, P1 (traditional public finance), P2 (public-public transfers and tax-exempt finance) or P3 (public-private partnerships). It also recognizes the importance of, and helps its clients with public perception, support, transparency and education.

David's Relevant Experience

Significant Financings

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

Special Counsel to the Toledo-Lucas County Port Authority for the acquisition and monetization with tax-exempt bonds of the downtown parking assets of the City of Toledo.

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.

Representative Matters

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.

Acting as both bond counsel and as a municipal advisor, David is assisting Franklin County, Ohio in its participation in financing a new MLS (Major League Soccer) stadium and related infrastructure development in Columbus, Ohio’s Arena District.

Other Info About David

Education

Law School

Harvard Law School, J.D., 1976

Undergraduate School

The Ohio State University, B.S.,1973, summa cum laude

Bar Memberships

David is licensed to practice in the following state(s):

Ohio

Recognition

Local & National Recognition

The Best Lawyers in America©, Public Finance Law, 2005-2019

AV Preeminent™, Martindale-Hubbell®

Professional Affiliations

Professional Affiliations & Memberships

American College of Bond Counsel, Member

American Bar Association, Tax-Exempt Financing Committee of the Section of Taxation, Adjunct member

Ohio State Bar Association

National Association of Bond Lawyers, Member

Council of Development Finance Agencies (CDFA)

CDFA Ohio Financing Roundtable

Task Force on Clean Energy Bond Finance (sponsored by the Clean Energy Group and CDFA)

Firm Committees

David serves or has served in the following leadership role(s) at Frost Brown Todd:

Public and Project Finance Practice Group, former Chair

Presentations

David was invited to speak at the following events:

“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.

“Financing Public-Private Partnerships for Infrastructure, Transportation, Energy and Redevelopment Projects” – Strafford Publications’ webinar, January 2017.

Created and acted as Chair of “CDFA – Frost Brown Todd Infrastructure Finance Webcast Series,” September 26–29, 2017.

2016 CDFA National Summit (New Orleans, November 2, 2016) – spoke on “PACE (Property Assessed Clean Energy) Program Administration.”

2016 Kentucky Chamber of Commerce and NCPPP (National Council for Public Private Partnership) Conference (Lexington, October 27, 2016) – moderated Panel on “P3 Opportunities in Kentucky – The Private Perspective (Opportunities and Future Projects).

2016 CDFA Kentucky Financing Roundtable (Lexington, October 4, 2016) – Spoke on “State of the PACE [EPAD] Market & PACE Expansion in Kentucky.”

2016 CDFA Ohio Financing Roundtable Columbus, September 21, 2016 – moderated Panel on “Financing Improvements for Energy Efficiency in Ohio.”

2016 CDFA National Training Institute (Baltimore, August 12, 2016) – Spoke on “Roles of Various Participants in a PACE Financing.”

2016 PACENation Summit (Denver, February 29, 2016) – Spoke on “Accounting Treatment for PACE Transactions.”

Moderator of Panel on P3 Financing at the 2014 CDFA National Finance Summit, on November 21, 2014.

Speaker on P3 Finance Models to 2014 Municipal Finance Officers Association of Ohio Annual Conference on October 31, 2014.

Speaker at CDFA Intro P3 Web course on Public-Private Partnership Models, held on October 21, 2014.

Speaker on P3 case studies at CDFA 2013 Intro to P3 Finance Seminar in Washington, D.C., held on August 6, 2013.

Moderator of  Panel on The Emerging Public Private Partnership (P3) Financing Model, at CDFA National Development Finance Summit, on August 2, 2012.

CDFA Web Seminar: The Emerging P3 Financing Model (April 17 2012).

Panelist for CDFA – BNY Mellon Webinar: The Emerging P3 Financing Model (April 16, 2012).

Southwest Ohio Healthcare Financial Managers Association Spring 2010 Seminar (presentation on current health care finance options).

IEDC Web Seminar: Using TIF Districts to Jumpstart Community Recovery 2010.

Buckeye Association of School Administrators 2010 Annual Conference on Financing Options for Alternative Energy Improvements.

University of Toledo/Ohio Advanced Energy and Ohio Manufacturers Association 2010 Program on Building Ohio’s Advanced Energy Industry, Solar SIDs, Solar Improvement Financing and PPA Structuring.

Major Publications

David is an author or contributor to the following publications:

Co-author, “Covid-19 Rebirth Using Proven Tools,” White Paper, Q2 2020

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