Penfield has been engaged in the practice of public finance law for more than 36 years. During that time, he has issued opinions and served in a variety of roles representing state and local governmental entities on a wide range of financings including as bond counsel, disclosure counsel, bond and disclosure counsel, special counsel, underwriter’s counsel, trustee’s counsel and purchaser’s counsel.   Penfield has been involved in a variety of financings, including fixed and variable rate, taxable and tax-exempt, senior and subordinate, revenue, general obligation, master lease and master indenture issuances, and lease-purchases.   Penfield is also experienced in transactions involving letters of credit, municipal bond insurance, standby bond purchase arrangements and other forms of credit enhancement.  

As bond counsel, Penfield has routinely issued opinions with respect to the validity and binding effect of bond obligations, as well as the source of payment and security for the obligations and the excludability of interest on the bonds from gross income from federal or state income tax purposes. Penfield’s comprehensive practice has included preparing, reviewing, and negotiating on behalf of many of his clients, the documents necessary or appropriate to authorize the issuance, sale, and delivery of bonds. Mr. Tate’s representations have also included presentations to governing boards, committees, the various rating agencies, and credit enhancement and liquidity providers. The representations have included all of the most significant issuers in Colorado.

Penfield has served as underwriter’s counsel for many investment banking firms.  As underwriter’s counsel, Penfield is actively involved in the negotiation and structuring of financings.  Underwriter’s counsel is typically employed to represent and assist the underwriter in meeting its legal responsibilities in the issuance and sale of bonds with duties including:  providing advice and counsel to the underwriter on legal matters involved in a financing; reviewing and commenting on an issuer’s bond resolution/ordinance and related documentation; reviewing and commenting on the offering document, and sometime drafting the same; drafting the bond purchase agreement; drafting remarketing agreements; conducting the blue sky analysis and drafting blue sky memorandum; drafting any agreement among underwriters (as applicable); advising the underwriter on state and federal securities laws issues; providing the necessary and appropriate opinions and certificates to the underwriter; confirming issuer compliance with prior continuing disclosure obligations; and, coordinating disclosure documents and due diligence sessions.  

Penfield’s structuring and managing of extensive due diligence processes both of document review and participant interviews has frequently received a number of compliments from other participants to the financings.  In addition, Penfield’s  familiarity with many of the issuers in Colorado is of benefit to an underwriter as issuers know that Penfield:  (1) is qualified and experienced as underwriter’s counsel and will give the highest priority to the transaction; (2) understands an issuer’s finances and operations, disclosure practices, and other pertinent information, to help promote full and complete disclosure; and, (3) will not have conflicts of interest or pending regulatory enforcement actions. 

As disclosure counsel, Penfield has represented his clients and has: prepared preliminary and final official statements; provided an unqualified disclosure opinion regarding compliance with federal and state securities law and any other opinions that are necessary to complete a transaction; participated in marketing efforts or rating agency presentations when required; provided on-going legal advice regarding disclosure requirements for the transaction; attended meetings of the finance teams; provided on-going legal support and advice for existing bonds, COPs and notes; provided the involved financial advisor, underwriters’ counsel and bond counsel with responses to any legal questions concerning disclosure issues; advised and assist on all other legal matters that may affect a transaction including issue structure, security features, cross-collateralization, interest rate mode, etc.; and, provided post-closing assistance with disclosures and continuing disclosures.

Penfield also has significant experience as trustee’s counsel on a variety of transactions.  This representation frequently involves supporting the trustee in working with individual institutional bond holders and investors.  In addition, Penfield is one of the few counsel in the state who has been involved in two trust instruction court proceedings designed to cure and restructure previously defaulted bond transactions. 

Penfield has served on panels for continuing education programs for bond lawyers at the National Association of Bond Lawyers annual conference and has presented at a number of other venues.