(L-R)Frannie Reilly and Timothy J. Horstmann of McNees Wallace & Nurick. Courtesy photos
In December 2017, former President Donald Trump signed into law the Tax Cuts and Jobs Act. Among the many provisions of the act was a provision that eliminated the tax exemption for municipal bonds that advance refunded another series of bonds. Prior to its passage, issuers had the ability to issue such bonds on a tax-exempt basis, and did so for a variety of reasons, including to achieve debt service savings. With the loss of tax-exempt status for advance refunding bonds issued after the passage of the act, issuers and their advisers have searched for alternatives to the traditional tax-exempt advance refunding model.
In this article, we explore some of the alternatives that issuers have applied to achieve the same or similar benefits that would be achieved with a traditional tax-exempt advance refunding. First, we discuss the use of “forward delivery” bonds, where the bonds are sold, but not delivered to investors until a much later date in the future; second, we consider so-called “Cinderella” bonds, which are issued taxable but later convert to tax-exempt; and finally, “tenders and exchanges,” where issuers, often in conjunction with a current issuance, make an offer to investors to acquire their outstanding bonds, either for purchase or exchange.
A Refresher on Advance Refundings
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