David A. Rogers
David is a member in the Columbus office, is former Chair of the Public and Project Finance Team and practices in the Finance and Real Estate Practice Group. His 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 municipal bond issues. He also has recent 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 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 in December 2010; 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 now leads 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 has acted as bond, structuring or underwriter’s counsel for the:
- 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.
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. For more information, see our Health Care Financing practice.
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
Highlights & Recognitions
- The Best Lawyers in America©, Public Finance Law, 2005-2018
- AV Preeminent™, Martindale-Hubbell®
Memberships & Affiliations
- 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)
Recent Blog Posts
- First AAA/Aaa-Rated Sales Tax Bond in History Closed by FBT Client Franklin County, Ohio
- Columbus members investigate a brownfield site in Puerto Rico
- House and Senate Republicans Release Final Version of Tax Plan
- How political subdivisions can finance energy efficiency improvements quickly with existing cash flow
- New Tax Bill Threatens Important Tax-Exempt Bond Provisions
- SEC Proposes Amendments to Rule 15c2-12 to Add Required Disclosure of New Event Notices
- Creating More Value out of Excess Local Government Land and Buildings
- P3: An option for hospitals seeking capital dollars
- Ohio Nursing Home Relocation – Do It Now or Wait Until 2020
- The SEC’s action against municipal underwriting firms
- Year-End Tax Bill Contains Important Extensions
- IRS NOTICE 2014-67: More Favorable Private Business Use Limitations for Facilities Financed with Tax-Exempt Bonds
- SEC Imposes “Control Person" Liability on Municipal Officials
- SEC Continuing Disclosure Enforcement
- Midwestern Disaster Area Bonds - A Low Cost Financing Opportunity
- Changes in Ohio's Prevailing Wage Law
- 161 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2018
- 168 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2017
- FBT Project Finance Advisors Welcomes Kevin Malof as Vice President
- Frost Brown Todd Announces New Affiliate
- 175 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2016
- 175 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2015
- 172 Frost Brown Todd Attorneys Recognized in 2014 Best Lawyers®
- 167 Frost Brown Todd Attorneys Recognized in 2013 Best Lawyers®
- 150 Frost Brown Todd Attorneys Recognized in Best Lawyers® 2012 Edition
- David A. Rogers and Emmett M. Kelly Join Columbus Office of Frost Brown Todd
Non-FBT Publications and Events
Financing Public-Private Partnerships for Infrastructure, Transportation, Energy and Redevelopment Projects - Strafford Publications' webinar, January 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