Experience
$123.6 Million Bond Financing for Metropolitan-Area County
Served as bond and disclosure counsel to a metropolitan-area county on publicly offered special obligation bonds in the amount of $123.6 million. The bond proceeds will be used to finance major improvements and renovations to a convention center. The financing was was well publicized and involved complex considerations relating to the tax-exempt status of the bonds.
$108 Million Acquisition of Bank Holding Company
Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.
Estate Tax Refund Received after New York State Estate Tax Audit
Successfully represented Executrix of Estate in securing a full refund of approximately $600,000.00 in New York State Estate Tax paid after such tax was imposed as a result of a desk audit.
Lender’s Counsel on $9.6 Million Equity Bridge Loan
Served as lender's counsel for a $9.6 million equity bridge loan related to the development of a 236-unit low-income housing tax credit project in Detroit, Michigan.
Counsel to Lender, Purchaser on $17.6 Million Credit Facility
Served as purchaser's and lender's counsel with respect to a $17.6 million credit facility related to the acquisition and development of a 212-unit low-income housing tax credit project located in North Carolina.
$1 Million-Plus in Tax Liability Avoided
Secured several releases for employment and tax-related claims against a client. Inaccurate tax advice had led the company’s board of directors to issue options that did not comply with Section 409A of the Internal Revenue Code. We were able to avoid tax liabilities for the client and option holders without triggering IRS action, and obtained release agreements from all option holders.
Energy Tax Credits for Solar Project
Advised client on energy tax credits for solar project. Provided advice on the acceptable use of funds, operational requirements, and how to qualify the project for federal energy tax credits.
Advised on Tax Implications of Selling Partnership Interests
Advised housing management client on the tax implications related to the sale of partnership interests and cancellation of indebtedness income, which included analyzing the tax consequences of transaction structures and financing classifications to avoid negative income tax consequences to the partners.
Dismissal of $1 Million+ Tax Dispute with IRS
Secured dismissal in IRS Tax Court of a long-standing dispute regarding characterization of investment in a series of medical facilities as passive income. The client, a physician, potentially would have owed in excess of $1 million. The Court dismissed the matter on all counts.
IRS Notice Contested for Online Payments Client
Successfully contested a notice of deficiency from the Internal Revenue Service for an online payments provider. The notice stated the client owed taxes and penalties in excess of $1 million.
Because the client often holds money in escrow for its clients and then disburses the funds, the IRS misinterpreted that money as actual income. We submitted a letter to the IRS notifying them of their error and began preparing a Tax Court petition. In the end, the IRS responded and ultimately closed the case with no additional tax liability.
Multimillion-Dollar Sale of Agricultural Processing Company
Represented client in multi-million dollar sale of agricultural processing company to national food services company. Representation included resolution of matter related to transfer of special Missouri agricultural tax credits.
Representation of Large Financial Institutions in Connection with DOJ Offshore Tax Compliance Initiative
Represented several large financial institutions in connection with the Department of Justice's program to resolve the criminal liability of Swiss banks that aided and abetted tax evasion by U.S. clients. Obtained favorable resolutions for all clients.
