Chapman served as counsel to the underwriter in a $297 million first-of-its kind tax-exempt green bond financing of a senior living facility. The Zen-inspired life plan community is designed to achieve net zero energy status, will be built using sustainable construction materials, and will feature food recycling and other sustainability-minded upgrades. In addition to market-rate independent living apartments, the community will incorporate low- and moderate-income housing, as well as assisted living and memory support units.
Chapman served as underwriter’s counsel in a series of bond transactions that financed the expansion of business and residential broadband access in Utah, particularly in underserved rural areas, by a community-owned open access fiber optic network. The bond financings provided the community-owned network with the funds to build the fiber infrastructure, which is then accessed by independent internet service providers in a competitive marketplace. This innovative open access network model helps new service providers enter the market, lowers high-speed internet costs for users, and promotes economic development. Future expansion within Utah is planned.
Chapman has been selected and is serving as US counsel to the bond trustee in connection with a restructuring of approximately US$750 million (NIS 2.4 billion) of bonds traded on the Tel Aviv Stock Exchange issued by All Year Holdings Limited, a British Virgin Islands issuer whose US subsidiaries are engaged in the acquisition and development of real estate projects located in New York.
Chapman served as counsel to a social impact fund managed by Local Initiatives Support Corporation that provides project loans to acquire, preserve, and improve affordable housing in the Detroit metropolitan area. Chapman assisted in the formation of the fund, which involved raising capital through multiple credit facilities with local, regional, and national financial institutions.
Chapman served as counsel to the underwriter in connection with a first-of-its-kind $236 million tax-exempt receivables financing of the Lincoln South Beltway public-private partnership (P3) project, which was named The Bond Buyer’s 2020 P3 Deal of the Year. The transaction involved an innovative contractor-led build finance structure and is the largest single-contract project in the history of the project grantor, the Nebraska Department of Transportation. Chapman also served as underwriter’s counsel for the Fredericksburg toll road extension P3 financing in Virginia that was named The Bond Buyer’s inaugural P3 Deal of the Year in 2019.
Chapman represented Turnspire Capital Partners LLC, a special situations-focused private investment firm, in its acquisition of the assets of MPI Holdings, LLC, a leading supplier of formed metal products to the North America automotive industry.
Chapman represented Turnspire Capital Partners LLC, a special situations-focused private investment firm, in its acquisition of Infinity Engineered Products, a leading provider of premium air springs for trucks, trailers, buses, and specialty vehicles.
Chapman represented the note purchaser in a $45 million private placement to finance construction of a new water intake system at The Claude “Bud” Lewis Carlsbad Desalination Plant, the first-plant-of-its-kind in California and the largest desalination facility in the Americas. The transaction was unique in that the initial phase of this project was financed with a senior secured bank direct purchase, as opposed to a more traditional tax-exempt bond issue, expediting the access to capital and the start of construction on the new system.
Chapman served as counsel to the banks and swap providers on a $6.5 billion financing that was named The Bond Buyer’s 2019 Deal of the Year. The deal involved the merger of Dignity Health and Catholic Health Initiatives into one system, CommonSpirit, which now operates approximately 140 hospitals and health care facilities across 16 states. The financing consisted of both a complex debt restructuring of nearly 50 series of debt and new money reimbursement, generating the largest ever order book for a municipal not-for-profit transaction. Chapman represented each of the banks that provided letters of credit, liquidity facilities, and direct purchase facilities for twenty of the series, as well as a bridge loan. Chapman also represented the swap providers in the related swap amendments.
Chapman served as underwriter’s counsel for a public-private partnership (P3) toll road financing that was named The Bond Buyer’s inaugural P3 Deal of the Year (2019). The Commonwealth of Virginia partnered with Transurban, an Australian toll road operations company, to finance the construction of the Fredericksburg Extension, an extension of the I-95 HOV/HOT Lanes (Express Lanes) in Stafford County, VA. The project is financed in part by $262 million of tax-exempt private activity bonds issued by the Virginia Small Business Financing Authority.
Chapman served as co-counsel to Xapo Inc. and its parent Xapo Holdings Limited, a global cryptocurrency wallet and custody platform, in the $55 million sale of its institutional bitcoin custody business to Coinbase Custody Trust Company. Chapman advised on a variety of regulatory, operational, and subject matter issues relating to the transaction.
Chapman serves as fund counsel to the Syntax Stratified LargeCap ETF (SSPY), a first-of-its-kind ETF that tracks the performance of a uniquely designed equity market index, which is a stratified-weighted version of the S&P 500. The fund’s methodology, an alternative to market cap weighting, is designed to control exposure to business related risks across the entire S&P 500 Index. The ETF was structured to carry-forward performance of its existing private fund’s portfolio of securities, thus launching with four years of prior performance history.
Chapman served as counsel to institutional investors in a £525 million (US$659 million) refinancing for Tottenham Hotspur Stadium in London. Home to Tottenham Hotspur, a Premier League soccer club, the stadium refinancing included the issuance of private placement notes to US investors.
Chapman served as special counsel to an Illinois county in the state’s first transaction under a commercial property assessed clean energy (C-PACE) financing program, which allows property owners to obtain upfront financing from private capital providers for energy efficiency and renewable energy projects in new and existing buildings. Funding is secured by a special assessment lien on the property and is repaid as a line item on the owners’ property tax bill. The financing, which closed on August 30, 2019, provided for a roof replacement and solar installation for a commercial property in DuPage County.
Chapman served as counsel to the arranger and bank lessor in a $550 million synthetic lease for a US railroad’s new corporate headquarters. The to-be-constructed headquarters comprises approximately 750,000 square feet of office space and related ancillary services for employees.
Chapman represented a financial services firm that serves as a third-party key agent for digital asset/crypto-collateralized loans, including bitcoin- and ether-backed loans, originated by a decentralized platform operated by a financial technology company.
Chapman served as counsel to a commercial bank in its $1.5 billion acquisition of a portfolio of health care equipment leases and loans involving 1,100 hospitals and 3,600 physician practices and diagnostic and imaging centers across the US. The transaction includes a five-year vendor finance program agreement.
Chapman represented three investors in the first US Pay for Success financing that supports unemployed or underemployed veterans with post-traumatic stress disorder (PTSD) in attaining competitive and compatible employment. The $5.1 million Veterans Coordinated Approach to Recovery and Employment (Veterans CARE) initiative is a partnership of Social Finance, the US Department of Veterans Affairs, local governments, and impact investors, and is the first multi-state project of its kind.
Chapman represented a US investment bank, as lender and agent, in a $150 million senior secured marketplace lending facility in connection with consumer loans to finance the acquisition of solar panels.
Chapman represented a US railroad in a $3.6 billion common stock accelerated share repurchase transaction with two financial institutions. This was the first step of an expected three-year accelerated share repurchase program to repurchase an aggregate of $20 billion of the company’s common stock.
Chapman represented the structuring agent, joint bookrunners, and initial purchasers in a $685 million term securitization backed by a portfolio of large-ticket commercial equipment loans and leases involving a variety of asset classes, including rail, aviation, marine transportation, energy, real estate, and manufacturing. In a second transaction for the same commercial finance and leasing company, Chapman represented the facility agent in a $500 million revolving securitization facility involving a similarly diverse group of assets, and Chapman represented the facility agent when the facility was later extended and amended to $1 billion.
Chapman served as counsel to a health care and life sciences hedge fund in a $10 million debt facility for a biopharmaceutical company. The debt facility will be used to repay an existing debt facility and support the company's build out of its manufacturing facility.
Chapman served as counsel to a life sciences hedge fund in connection with a $15 million term loan facility for a molecular diagnostics company. The term loan facility includes an initial $15 million tranche and a second $10 million tranche that is available at the company’s option over the next year.
Chapman represented the solicitation agent and the lead underwriter in the solicitation of consents from the Series 2012 Bondholders to permit the extension of the I-95 Express Lanes project in Arlington County, VA and the issuance of tax-exempt Series 2017 Bonds, on a parity with the outstanding Series 2012 Bonds, to finance the I-395 segment improvements. The $475 million project will extend high occupancy vehicle and high occupancy toll lanes along the I-395 corridor to the Pentagon pursuant to a long-term concession between the Virginia Department of Transportation (VDOT) and an entity owned by affiliates of the operator.
Chapman is Bond Counsel and Disclosure Counsel to the State of Illinois.