Public Finance

When Centene Corporation asked Armstrong Teasdale to help facilitate the construction of the first Class A office building in downtown Clayton, Missouri in just under a decade, the firm successfully stepped up to the plate.

And when it came to breathing new life into the shuttered Peabody (previously Kiel) Opera House in downtown St. Louis, Armstrong Teasdale counseled Stifel Nicolaus & Co. Incorporated, underwriter of the bond financing, for the renovation. The financing allowed work to begin on the $78.7 million renovation of the faded Art Deco masterpiece that sat empty for almost two decades.

These are just two examples of how we can work with companies, developers, state and local governments to improve a community’s economy, building for the future while preserving the past.

In the Centene Plaza project, our public finance group brokered a multi-jurisdictional public-private partnership that symbolizes what can be achieved when governments collaborate with private developers and landowners. The public incentives supported the construction of the 17-story tower, the region’s first and only multi-tenant office complex that is Gold LEED certified. The building, which opened in June 2010, also resulted in millions in new capital investment and the creation of over 800 new quality jobs for the region. 

The development combined $229 million in Chapter 100 bonds from the City of Clayton, $8.3 million in BUILD Missouri revenue bonds from the State of Missouri, $25 million in transportation-related infrastructure financing by the Centene Plaza TDD, and income tax credits issued in conjunction with the Missouri Quality Jobs program.

In the case of the Peabody Opera House, bonds issued by the city’s Land Clearance for Redevelopment Authority will provide $32.6 million for the project, plus just over $46 million in state and federal historic tax credit proceeds. Federal New Markets Tax Credit equity, state Brownfield tax credits and first mortgage debt make up the rest of the complicated deal’s financing.

The successful financing of the Centene Plaza and Peabody Opera House projects is a result of the unique skill set and broad experience of the members of our Public Law and Finance group. Our lawyers have an in-depth knowledge of redevelopment law, a high level of expertise in a variety of public finance structures and experience and understanding of all sides of the transaction. We also have a dedicated team of litigation attorneys committed to understanding and addressing issues raised by municipalities and the taxpayers they represent.

The practice group represents developers, municipalities, underwriters, credit enhancement providers, and other institutions as bond counsel, borrower’s counsel, bank counsel, underwriter’s counsel, and disclosure counsel to bring public finance and other redevelopment projects to fruition. This holistic approach to public law and finance allows us to maximize value for our clients.

Economic And Community Development Practice Highlights

State Incentive Programs

• When Express Scripts decided to construct its new headquarters facility on the campus of the University of Missouri – St. Louis, we represented NorthPark Partners ESI, LLC, in the development of the 320,000 square foot technology, research and office park that houses that facility. The $63 million development project involved Chapter 100 Industrial Revenue Bonds, Chapter 353 tax abatement, and the formation of a transportation development district to finance and construct a new arterial road. When the Express Scripts facility was expanded in 2008, we worked with the developer to expand the boundaries of the transportation development district and issue additional Chapter 100 bonds to finance that expansion.
• Armstrong Teasdale represented The Molasky Group to secure $98 million in taxable industrial revenue bonds to finance the new National Archives Records Administration's Personnel Records Center in North St. Louis County, Missouri. The project is expected to create new quality jobs for the County and will serve as a travel destination and point of interest for the greater St. Louis region. And to supplement the industrial revenue bond financing, Armstrong Teasdale also served as bond counsel with respect to the issuance of additional recovery zone facility bonds, issued by St. Louis County, Missouri. These recovery zone facility bonds will be the first of its kind issued in the region.
• On behalf of its client, Edward Jones, the firm negotiated an intergovernmental cooperation agreement under Chapter 70 of the Revised Statutes of Missouri to form an innovative partnership among St. Louis County, the City of Maryland Heights, the Missouri Department of Transportation and Edward Jones that provided funding for the reconstruction of the interchange at Dorsett Road and I-270. The new interchange complements the company’s expanded headquarters facilities in Maryland Heights and serves as a gateway to its upgraded Des Peres campus as well. The expansion efforts were financed in part with St. Louis County’s issuance of $391,000,000 in taxable industrial revenue bonds. The firm wore multiple hats in those transactions, serving as both developer's counsel and lender's counsel.
• The firm represented Panera Bread Company with respect to the issuance of $2.6 million in industrial revenue bonds to finance the construction and occupation of a new headquarters facility for the company. Panera will consolidate certain headquarter operations and expand others in its new location in Sunset Hills, Missouri. And in recognition of the company's quality job creation and retention, the State of Missouri has extended state income tax credits in conjunction with its Quality Jobs program.
• On behalf of its client, Centene Corporation, the firm has negotiated a Chapter 100 financing with the City of O'Fallon, Missouri, to finance the construction of a new 10,000 square foot data center for Centene Corporation. The state-of-the-art facility will allow the company to consolidate its data processing operations in the state. In addition to the partial real and personal property tax relief granted pursuant to the Chapter 100 taxable industrial revenue bonds, the City and the State of Missouri have extended sales tax exemptions on building materials and depreciable personal property purchased in furtherance of the project.
• We have represented several large companies in the implementation of Chapter 100 Industrial Revenue Bonds and BUILD Missouri Revenue Bonds to finance the construction of manufacturing and headquarter facilities. Projects include: Centene Plaza, NorthPark/Express Scripts, Harman Kardon/HBAS Manufacturing, Siegel-Roberts, CitiMortgage, General Mills, Centocor Biologies, and Duke Realty/GMAC Insurance in the financing and development of their corporate offices.

Tax Increment Financing (TIF)

• The firm represents the City of St. Louis and its comptroller to assist in the regeneration of approximately 1,500 acres of real property immediately north of downtown St. Louis known as North St. Louis. The $8 billion redevelopment project, which will be partially financed with approximately $391 million in tax increment financing, TDD and CID financing, state and federal tax credits and other public incentives, consists of four distinct project areas. The large-scale redevelopment efforts are expected to revitalize North St. Louis with the anticipated development of three major employment hubs each offering a quality mix of commercial, office, retail and residential space.
• The firm has represented the City of St. Ann, Missouri, with respect to the anticipated repositioning of Northwest Plaza. The shopping center, which has underperformed for several years, will ideally be redeveloped into a lifestyle center more in-line with the current shopping center development trends. Armstrong Teasdale is negotiating with potential developers to structure and implement a development program utilizing a variety of public incentives.
• We represent Rhine River Development in the redevelopment of a relocated concrete plant along Main Street in Washington, Missouri, just south of the Missouri River. The project will include mixed use retail, commercial, office and residential development and will complement other redevelopment efforts along the corridor, including the new three-story Bank of Washington project. In representing the developer, we established a new redevelopment area under the TIF Act to finance the project, and negotiated the purchase of the concrete plant property, as well as the transfer of vacated rights-of-way along Main Street and Front Street.
• We represent the City of St. Louis in an area-wide TIF development north of Highway 64/40 on Grand Avenue. Grand Center encompasses a wide array of projects, from historic rehabilitation to the rejuvenation of the city’s arts and entertainment district.

Transportation Development Districts (TDDs)

• In June 2010, the Missouri Department of Transportation held a ribbon-cutting ceremony for the new four-lane US 36 between Macon and Hannibal. The new corridor was financed in part with incremental revenues levied by the Highway 36 Transportation Development District. As special counsel to the district, Armstrong Teasdale coordinated this multi-jurisdictional effort with Macon, Shelby, Monroe and Marion Counties, who joined together to pass a sales tax to help fund the improvements. The new corridor made Highway 36 a four-lane, divided highway across the state of Missouri.
• On behalf of Gunnett, LLC, we formed the Town and Country Village TDD to finance transportation-related improvements in Ozark, Missouri. The development is expected include a mix of retail uses and a new movie theater. The developer also made public highway improvements that were partially financed with municipal sales tax revenues pursuant to Chapter 70 sales tax reimbursement agreement.
• In 2009, we worked with our client, Centene Corporation, to form the Centene Plaza Transportation Development District. The TDD facilitated the construction of an 11-story parking facility in downtown Clayton, Missouri, to support the new Centene Plaza. Funded in part with incremental sales tax and special assessment revenues, the parking garage was the first of its kind financed with tax-exempt TDD obligations. Armstrong Teasdale continues to serve as district counsel to oversee the administration and management of the TDD.
• On behalf of the City of Creve Coeur, Missouri, we helped form the Olive Boulevard Transportation Development District, which financed significant transportation-related improvements to and along Olive Boulevard. The project is partially financed with incremental sales tax and special assessment revenues generated within the district. The property within the 80-acre TDD is owned by several different parties; Armstrong Teasdale manages the administration and operation of the district in its capacity as general counsel and custodian of records.
• We also serve as general counsel to the Chesterfield Valley Transportation Development District, encompassing a 4,700-acre area within the City of Chesterfield. The district funded improvements to Wildhorse Creek Road, Long Road and Kehrs Mill Road and Chesterfield Airport Road, as well as a new interchange at Interstate 64 and Long Road. The project also included a new bike trail along the Monarch Levee. The Chesterfield Valley TIF, which previously overlapped the TDD, was dissolved in 2007 after the projects were completed and fully financed.

Community Improvement Districts (CIDs)

• In the City of Ellisville, Missouri, we are representing the developer and the Fountain Plaza Community Improvement District to finance traffic improvements to Clarkson and Clayton Roads and fountain and entrance monuments. The 22-acre development will include a mix of retail, service and financial uses, which will generate incremental sales tax revenues to fund the CID project.
• The Town and Country Village project in Ozark, Missouri, is also being supported by a community improvement district, which is authorized to fund eligible public improvements and to support business activity and economic development within its boundaries including, but not limited to, the promotion of business activity, development and retention, and the recruitment of developers and businesses.
• On behalf of McEagle Development, we helped create the Hazelwood Commerce Center Community Improvement District. This will help finance certain public improvements to support the construction of the Hazelwood Commerce Center, a 151-acre development that will include industrial space as well as a retail component.

Neighborhood Improvement Districts (NIDs)

We helped implement the University Hills Neighborhood Improvement District to finance repairs and improvements to the roads within the neighborhood. The $728,000 cost of the project was financed through an assessment on each lot owner within the neighborhood.

Other Recent Projects

Armstrong Teasdale represented GJ Grewe in the structuring, negotiation and implementation of a sales tax reimbursement agreement under Chapter 70 of the Revised Statutes of Missouri to finance the widening, repositioning and extension of Business Highway 61 in Bowling Green, Missouri. The roadway improvements, which involved both City of Bowling Green and Missouri Department of Transportation rights-of-way, were constructed in support of a new shopping center, Bowling Green Town Center, anchored by a new Wal-Mart Supercenter.

We served as special counsel to the Land Clearance Redevelopment Authority in the development of the Lumière Casino & Hotel in Downtown St. Louis. The $507 million Lumière Place includes a 75,000-square-foot casino with 2,000 slot machines, two hotels, seven restaurants and other amenities such as retail shopping and entertainment.

Tax Credit Financing Practice Highlights

The Public Law and Finance practice group, in conjunction with the Financial Services Practice Group, has provided counsel to financial institutions and related community development entities and have structured several complex transactions involving the issuance and purchase of New Market Tax Credits. The New Market Tax Credit programs encourage the identification of viable market opportunities and attract outside investment, which helps low-income urban and rural areas access capital.

• As counsel to two separate community development entities, we assisted in the financing of the mixed use East College Street development in Oberlin, Ohio by Sustainable Community Associates, with new markets tax credits. The project includes a for-sale condominium component, as well as mixed-income rental housing and a unique partnership with nearby Oberlin College to provide incubator space. The U.S. Green Building Council chose this project as a national pilot project for its LEED Neighborhood Development Program.
• We represented Regional Housing and Community Development Alliance, a nonprofit developer, in connection with the rehabilitation of 27 buildings in north St. Louis. This development is transforming a failed and nearly abandoned commercial district into 80 units of rehabbed housing and newly-rehabilitated street level space for businesses, restaurants and offices.

Public Finance Practice Highlights

We have extensive experience in substantially all areas of tax-exempt financing as bond counsel and as counsel to issuers, underwriters, borrowers, lenders and providers of credit enhancement. Such experience includes transactions involving numerous securitization structures for both negotiated and publicly-bid bond issues involving a wide variety of terms, including with respect to type of security and sources of payment, interest rate mechanisms, redemption terms, and credit enhancement. The firm’s tax group supplements the skills and knowledge of the public finance group in such tax-related areas as private activity, arbitrage, and arbitrage rebate matters under the Internal Revenue Code of 1986. Together, the two groups provide a high level of technical experience and a capacity for working constructively with financing participants to achieve the purposes and goals of a transaction.

The firm’s public law and finance lawyers have participated in hundreds of transactions involving the issuance of obligations by cities, counties, districts, agencies, authorities and various other governmental entities and political subdivisions, including governmental bonds and tax anticipation notes, as well as private activity bonds and notes (e.g., qualified small issue bonds for manufacturers, qualified 501(c)(3) bonds for hospitals, educational institutions and nursing homes, bonds for qualified residential projects and pollution control revenue bonds), including financings with bank syndicates providing revolving credit; variable rate debt and multi-mode debt with put and fixed rate conversion features; and debt secured or credit-enhanced by direct-pay and stand-by letters of credit, bond insurance, revolving loan agreements, reimbursement agreements and other instruments providing credit enhancement and/or liquidity.

Education and Healthcare Financing

• When Missouri State University financed capital improvements to its academic facilities in Springfield and West Plains, Armstrong Teasdale served as underwriter's counsel to Edward D. Jones & Co. Missouri State issued three series of Auxillary Enterprise System Revenue Bonds in the aggregate principal amount of $46,370,000. And the Missouri Health and Educational Facilities Authority issued another two series of Educational Facilities Revenue Bonds aggregating $10,220,000. A portion of each of the bond issues was sponsored by the Build America bond program.
• As counsel to St. Louis Community College, we helped obtain financing for certain costs of acquiring property for and constructing, furnishing and equipping a new Harrison Education Center. The 31,000 square-foot new facility, will replace the existing 2,000 square foot Harrison Education Center facility in the former Julia Davis Library. The Junior College District of St. Louis Building Corporation project will issue $10 million principal amount of Leasehold Revenue Bonds to finance the project.
• As underwriter’s counsel, we assisted in a transaction in which the Industrial Development Authority of the County of St. Louis issued $63,380,000 in revenue and adjustable rate revenue bonds to help St. Andrew’s Resources for Seniors finance new construction and renovation to some of its senior living facilities in Chesterfield.

Governmental Bonds

• In 2010, Armstrong Teasdale served as bond counsel and disclosure counsel to the City of Lake Saint Louis, Missouri, in the issuance of its $7,230,000 General Obligation Refunding Bonds. The bonds were issued to refinance outstanding obligations that had been previously issued to finance street resurfacing and other capital improvements, including construction of a new city hall and police facility.
• We served as counsel to Stifel Nicolaus & Co. Incorporated underwriter of the bond financing for the renovation of the Peabody (formerly Kiel) Opera House. The financing allowed work to begin on the $78.7 million renovation of the historic theater that sat empty for almost two decades.
• We served as Bond Counsel to the City of St. Louis and assisted it in obtaining financing for its Police and Firemen’s Retirement Systems. To fund these systems the St. Louis Municipal Finance Corporation issued $19,445,000 Taxable Leasehold Revenue Refunding Bonds. The bonds were issued to settle a lawsuit brought by the Police and Firemen’s Retirement Systems regarding the underfunding of the retirement systems.
• We also served as Bond Counsel to the City and assisted it in obtaining financing for the design and construction of two new recreation centers and the renovation of several existing recreation centers located within the boundaries of the City. The financing came in the form of $51,965,000 Tax Leasehold Revenue Bonds issued by the St. Louis Municipal Finance Corporation.

Energy-related Transactions

We served as underwriter’s counsel in the financing of a new ethanol plant in the Village of Sauget, Illinois through the issuance of $15,175,000 Solid Waste Disposal Facilities Revenue Bonds. The project included construction of a plant with the capacity to produce annually approximately 57 million gallons of ethanol and approximately 186 thousand tons of distillers dried grains with solubles.

Complex Municipal Litigation

• Arbor Investment Company, LLC v. City of Hermann. The firm’s municipal litigators recently received a favorable decision from the Missouri Court of Appeals when the court reversed a lower court’s grant of summary judgment on a Hancock Amendment challenge. At issue was whether the City increased utility fees in violation of the Hancock Amendment by setting charges at a level to increase the City’s general revenue and to subsidize general government expenditures rather than to compensate for the provision of services. The court found that there was a genuine factual dispute over whether the object of the fees was to fund the City’s general revenue and remanded the case for reconsideration.
• Missouri Prosecuting Attorneys and Circuit Attorneys Retirement System, v. Barton County, et al. Members of the firm’s litigation group represented the prosecuting attorneys' retirement system against a county that refused to make contributions for its prosecutor's pension, claiming that the required payment was an unfunded mandate forbidden by the Hancock Amendment. The trial court agreed, but the firm successfully appealed to the Supreme Court of Missouri, which reversed by a 4-3 vote, holding that compensation of officers is an exception to the Hancock Amendment. This preserves the retirement system, which otherwise would have been endangered by a lack of contributions.
• Meramec Valley R-III School Dist. v. City of Eureka. In 2005, the firm’s public finance group worked with the City of Eureka to structure and implement a $35 million mixed-use redevelopment project for an underdeveloped area of the city. After the development was well under way, the Meramec Valley School District filed an action seeking a declaration that the project was illegal and void. On behalf of the City, we obtained summary judgment from the circuit court, which was later affirmed by the Missouri Court of Appeals. This case is significant because it clarifies that a legislative authority (in this case, the City) can obtain summary judgment in its favor when the issue is whether a legislative enactment meets the "fairly debatable" test. The decision strengthens a position that had previously been called into doubt by the Western District.
• Land Clearance for Redevelopment Authority of the City of St. Louis v. Mabel M. Inserra. On behalf of the Land Clearance for Redevelopment Authority of the City of St. Louis, the firm successfully defended a property owner’s challenge to a determination of blight, receiving confirmation from the court that the commissioners' award was proper. The land was ultimately acquired as part of the redevelopment of the Ice House District at Broadway and LaSalle in the City.

Federal and State Regulation, Municipal Law

A major area of concentration for the Public Law and Finance practice group is the representation of political subdivisions involving reviewing, analyzing and giving legal advice with respect to federal and state laws and regulations applicable to governmental bodies including school districts and municipalities. For example, counsel and representation is provided to clients in matters concerning the Hancock Amendment and the Missouri Sunshine Law.

We have also represented several municipalities in the areas of planning and zoning and ordinance drafting and enforcement and other general municipal matters. Several firm lawyers are also experienced in representing private clients in matters concerning public governmental bodies.

Members of the Public Finance Practice Group

Boatman, Mark	McPherson, Jeffery
Bockman, Lori	Mello, Jim
Burke, Daniel	Nations, John
Cooper, Daniel	Polk, Deborah
Diehl, Jr., John	Ray, Thomas
Giss, Pamela	Reh, Matthew
Greene, Dione	Schlomann, Christine
Grise, Stephanie	Sheppard, Samantha
Klahr, Robert	Smith, Lauren
Kloster, Timmi	Walker, Roger
McClelland, John