Joshua Bonney

Joshua R. Bonney is a Bond Buyer Rising Star (2023) and a member of the Band 1 (Chambers USA) ranked Public Finance Department. His practice focuses on the structuring, negotiation, and documentation of tax-exempt, tax-advantaged, and taxable debt instruments organized under Section 103 and Sections 141 through 150 of the Internal Revenue Code to finance the acquisition, construction and development of qualifying capital projects within the public finance sector. Joshua has closed over 150 financing transactions aggregating tens of billions in principal amount of new money, refunded, tendered or remarketed debt obligations.

• Engagements

  Joshua’s representative experience includes the following. Transactions marked with an asterisk represent client engagements that were serviced before Joshua joined Orrick.

  State and Local Governmental

  Governmental Units (Tender Purchase/Refunding). Represented as bond counsel the District of Columbia (“District”) in connection with the execution by the District of a multi-purpose (multi-series) issuance of bonds in $907,180,000 in par amount (the “Bonds”). A portion of the Bonds was structured as fixed-rate, negotiated, publicly-offered, tax-exempt and taxable obligations to finance pay or reimburse the District for capital project expenditures under the District’s capital improvements plan. An additional portion of the Bonds was structured as fixed-rate, negotiated, publicly-offered, taxable obligations to “advance refund” certain outstanding tax-exempt indebtedness of the District. A further portion of the Bonds was structured as fixed-rate, negotiated, publicly-offered, tax-exempt obligations to finance the “tender” purchase of certain outstanding tax-exempt indebtedness of the District. The final portion of the Bonds was structured as fixed-rate, negotiated, publicly-offered, tax-exempt obligations to refund certain outstanding tax-exempt indebtedness of the District on an “extended settlement” basis pursuant to a forward delivery bond purchase agreement. The Bonds are secured by and payable from by a security interest in and a statutory lien on certain business franchise tax revenues imposed by the District on corporations and unincorporated businesses and certain income tax revenues imposed on individuals by the District pursuant to an Indenture of Trust

  Governmental Units (Restructuring/Refundings). Represented as bond counsel a municipal corporation (the “Municipality”) in connection with the issuance of certificates of participation structured as fixed-rate, negotiated, publicly-offered, tax-exempt “crossover” advance refunding obligations in $29,730,000 in par amount (the “Certificates”). The proceeds of the Certificates were used to advance refund multiple series of outstanding “Build America Bonds” and “Recovery Zone Economic Development Bonds” issued by the Municipality. The Certificates evidence proportionate undivided interests in rights to receive specified revenues pursuant to an installment financing contract (the “Contract”) between the Municipality and a nonprofit corporation organized and operated to carry out municipal and governmental functions of the Municipality (the “Corporation”). The Certificates are pass-through limited obligations of the Corporation and payable from installment payments under the Contract subject to annual appropriation by the Municipality.

  Public-Private Partnership (P3)/Project Finance

  Design-Build-Finance-Operate-Maintain of Governmental Infrastructure. Represented as bond counsel the District of Columbia (“District”) in connection with the nation’s first design-build-finance-operate-maintain “DBFOM” alternative delivery public-private partnership project for the modernization of a municipal streetlighting network (the “Project”). The Project was financed in part with the proceeds of $144,485,000 in par amount of tax-exempt obligations issued under Sections 142(a)(15) and (m) of the Internal Revenue Code as “qualified highway or surface freight transfer facilities” exempt facility bonds and $15,210,000 in par amount of federally taxable obligations (the “Bonds”). The Bonds are primarily secured by and payable from “availability payments” made by the District (for and behalf of the District of Columbia Department of Transportation) to a special/single-purpose limited liability company formed by a development consortium comprised of affiliates of Plenary Group (Canada) Ltd., Kiewet Development Company and Phoenix Infrastructure Group, LLC under a DBFOM project development agreement.

  Design-Build-Finance-Maintain of Transportation Infrastructure. Represented as special counsel the Metropolitan Transportation Authority (“MTA”) and the MTA Construction & Development Company (“MTA C&D” and together with MTA, the “MTA Entities”) in connection with the nation’s first design-build-finance-maintain “DBFM” alternative delivery public-private partnership project for the design, construction, financing, and maintenance of accessibility improvements for thirteen (13) New York City Transit Authority (“NYCTA”) subway stations that will satisfy the requirements of the Americans with Disabilities Act (“ADA”) and associated infrastructure work (the “Project”). The Project was financed in part with the proceeds of $135,465,000 in par amount of debt obligations issued by the New York Transportation Development Corporation (the “Bonds”). The Bonds were structured as fixed-rate, negotiated, publicly-offered, taxable obligations and are primarily secured by and payable from “availability payments” made by the MTA (for and behalf of MTA C&D) to a special/single-purpose limited liability company formed by a development consortium comprised of affiliates of ASTM S.p.A. and Halmar International, LLC under a DBFM project development agreement. The MTA Entities anticipate that payments due under the Project Agreement will be made from some or all of the following sources: available net subsidies, bond proceeds of the MTA (and certain of its legally affiliated entities), state and local funding made available to MTA as part of MTA’s capital program, and available fares, charges and other receipts from the operation by MTA (and its legally-affiliated entities) of the integrated transit and commuter transportation system within MTA’s service region, which consists of the City of New York and the seven New York metropolitan-area counties of Dutchess, Nassau, Orange, Putnam, Rockland, Suffolk and Westchester.

  Design-Build-Finance-Operate-Maintain of Housing Assets. Represented as special tax counsel a constituent institution of the University of North Carolina system (the “University”) in connection with the issuance through the Arizona Industrial Development Authority of fixed-rate, negotiated, publicly-offered, tax-exempt and taxable student housing facilities bonds in excess of $109 million in par amount of qualified 501(c)(3) private activity bonds guaranteed under a municipal bond insurance policy (the “Bonds”). The proceeds of the Bonds were used to finance the acquisition, construction, and improvement of 1,274 student housing beds in two separate buildings containing retail dining and other amenities, together with associated site development located on the campus of the University (the “Project”). The Bonds are primarily secured by and payable from net revenues of the Project and leasehold deed of trust on the Project. The Project is owned by a special/single-purpose limited liability company formed by Provident Resources Group Inc. (a 501(c)(3) exempt organization) and operated by Corvias Management, LLC pursuant to an IRS Rev. Proc. 2017–13 qualified management contract.*

  Housing (Affordable, Middle-income/Workforce and Mixed-use)

  Section 142(a)(7)/Section 142(d) Housing. Represented as bond counsel the District of Columbia Housing Finance Agency in connection with the issuance of Section 142(d) private activity bonds for “qualified residential rental projects” structured as fixed-rate, negotiated, directly-placed, draw-down tax-exempt obligations in $33,174,210 in par amount (the “Bonds”). The proceeds of the Bonds were used to finance the construction and equipping of a 139-unit multifamily rental housing development restricted for occupants with incomes up to sixty percent (60%) of area median income (the “Project”). The Project was further financed by low-income housing tax credits and a subordinate loan delivered by the District of Columbia Department of Housing and Community Development leveraging the District of Columbia’s “Housing Production Trust Fund.” The Bonds are “cash collateralized” under an Indenture of Trust prior to the placed-in-service date and subsequently primarily secured by and payable from the revenues of the Project and a deed of trust on the Project subject to a post-construction permanent loan purchased by Federal Home Loan Mortgage Corporation (Freddie Mac) pursuant to its “forward commitment” program.

  501(c)(3) Housing. Represented as bond counsel a joint powers authority in connection with the issuance of qualified 501(c)(3) private activity bonds structured as fixed-rate, negotiated, publicly-offered, tax-exempt obligations in $43,745,000 par amount (the “Bonds”). The proceeds of the Bonds were used to finance the acquisition and rehabilitation of a 296-unit multifamily rental housing development restricted for occupants with incomes up to sixty percent (60%) of area median income. The Bonds are secured by and payable from the revenues of the Project and a mortgage on the Project.

  Transportation and Mobility (Air, Surface and Subsurface)

  Transit and Commuter System. Represented as bond counsel the Tribourough Bridge and Tunnel Authority (“TBTA”) in connection with the TBTA’s first issuance of “forward delivery” (i.e., extended settlement) governmental bonds structured as fixed-rate, negotiated, publicly-offerd, tax-exempt obligations issued under the TBTA’s Payroll Mobility Tax Obligation Resolution (the “Resolution”) in $1,000,015,000 in par amount (the “Bonds”). The Bonds were delivered as “cross-credit” obligations, the proceeds of which were used to retire maturing indebtedness of the Metropolitan Transporation Authority (“MTA”) originally used to finance capital improvements for transit and commuter projects comprising part of the MTA’s integrated mass transportation capital program in MTA’s service region consisting of New York City and the seven (7) metropolitan area counties of Dutchess, Nassau, Orange, Putnam, Rockland, Suffolk and Westchester. The Bonds are secured by and payable from “Mobility Tax Receipts” and “ATA Receipts” under the Resolution.

  Airport System. Represented as bond counsel a municipal-owned/operated international airport system (the “System”) in connection with the issuance of alternative minimum tax (AMT) private activity airport bonds and non-AMT governmental bonds structured as fixed-rate, negotiated, publicly-offered, tax-exempt obligations in excess of $178 million in par amount (the “Bonds”). The proceeds of the Bonds were used to refund maturing draw-down bond anticipation notes and finance capital improvements of the System, including terminal complex rehabilitation and expansion, airfield and runway rehabilitation and the installation of various water and sewer lines to support concourse reconfigurations. The Bonds are secured by and payable from the net revenues of the System pledged under the System’s Bond Order.*

  Utility Enterprise Systems

  Water and Wastewater System. Represented a multi-firm investment banking syndicate in connection with the execution by the District of Columbia Water and Sewer Authority (“DC Water”) of a multi-purpose issuance of governmental bonds structured as fixed-rate, negotiated, publicly-offered, tax-exempt and taxable obligations in $439,658,000 in par amount (the “Bonds”). A portion of the Bond proceeds was used to pay the capital costs of DC Water’s “Clean Rivers Project” and certain capital improvements to the Washington Aqueduct Division of the U.S. Army Corps of Engineers aqueduct system (comprised of water treatment plants, raw water conduits, reservoirs, pumping stations and treated water transmission lines) and DC Water’s water distribution system (the Water System”) and wastewater collection, treatment and disposal system (the “Wastewater System”). A portion of the Bond Proceeds was also used to refund certain of DC Water’s outstanding commercial paper notes. An additional portion of the Bond proceeds was used to finance the purchase of DC Water’s outstanding debt obligations pursuant to an “offer to exchange” or “tender for purchase” execution (“Exchange/Tender Offer”). The Bonds are secured by and payable from the net revenues of the Water System and Wastewater System pledged under DC Water’s Master Indenture of Trust.

  Natural Gas, Water and Wastewater (Tender/Restructuring/Refundings). Represented as bond counsel the City of Richmond, Virginia (the “City”) in connection with the execution by the City of a multi-purpose (multi-series) issuance of debt obligations in $320,675,000 in par amount (the “Bonds”). A portion of the Bonds were structured as fixed-rate, negotiated, publicly-offered, tax-exempt obligations to finance or reimburse expenditures for certain improvements to and expansions of a natural gas, water and wastewater utility owned by the City and operated under the management of the City’s Department of Public Utilities (the “System”). An additional portion of the Bonds were structured as negotiated, publicly-offered, tax-exempt obligations to “advance refund” certain taxable outstanding indebtedness of the City secured by net revenues of the System. A further portion of the Bonds were structured as fixed-rate, directly-placed, taxable “cinderella” obligations to “advance refund” certain tax-exempt outstanding indebtedness of the City pursuant to a forward delivery bond purchase agreement. The Bonds are secured by and payable from “net revenues” of the System under a Master Indenture of Trust.

  Education

  501(c)(3) Higher Education/Obligated Groups. Represented as bond counsel and borrower’s counsel a college and university system comprised of multiple 501(c)(3) organizations (the “Obligated Group”) in connection with the multi-purpose issuance of qualified 501(c)(3) private activity bonds in excess of $239,385,500 in par amount (the “Bonds”). The Bonds were issued in multiples series to refund and restructure the Obligated Group’s entire outstanding debt portfolio and were structured as fixed-rate, directly-placed current refunding tax-exempt obligations and taxable advance refunding “cinderella” obligations delivered pursuant to forward delivery bond purchase agreements. The Bonds are secured by and payable from “gross revenues” of the Obligated Group and certain real property pledged under a Master Indenture of Trust.

  Public University Systems. Represented as bond counsel a constituent institution of the University of North Carolina system (the “University”) in connection with the multi-purpose issuance of “governmental bonds” structured as variable-rate (index-based), negotiated, publicly-offered, tax-exempt obligations in $150,925,000 in par amount (the “Bonds”). The proceeds of the Bonds were used to current refund outstanding indebtedness of the University, the proceeds of which were originally used to finance capital improvements of educational facilities located on the campus of the University. The Bonds are special obligations of the University payable from “available funds” comprised of specified general revenues pledged under a General Trust Indenture.*