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Biography

David’s practice focuses on finding and implementing 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 securitizations and derivatives to enhance, market and remarket municipal bond issues. His P3 experience includes representing both public asset owners and private lessee concessionaires in both public-private partnerships and so-called public-public partnerships. His substantive expertise is concentrated in the areas of bond law, securities law, and public debt federal and state tax matters.

He has served as bond 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 CMBS, credit tenant leases, securitizations, P3s, 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 had an additional role, also acting as underwriter’s counsel to KeyBanc.  UAkronPark acted as the SPV (special purpose vehicle) lessee and concessionaire from the University of Akron, providing 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. There 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

He also helps lead 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 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'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, 2005-2025; Real Estate Law, 2024-2025; Project Finance Law, 2025

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:

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.

“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, “C-PACE Laws Offer Boost for Sustainable Development,” Law360, July 11, 2023

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

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