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He wasn’t a candidate, political strategist, or news anchor, but Thomas Myers, of counsel in the New York office of San Francisco’s Orrick, Herrington & Sutcliffe, pulled an all-nighter on election night 2000 anyway. While keeping a sleepy eye on the election results, Myers and three other lawyers worked until dawn on an unusual joint securitization of $227 million in proceeds from 1998′s universal tobacco settlement on behalf of 17 New York counties. All night, the lawyers worked with underwriters on several conference calls to advance the deal to the next stage by morning. The self-imposed deadline was to ensure they could complete the transaction — which was so complicated that some county leaders doubted it could be done — by year-end for tax reasons. As an associate at New York’s Willkie Farr & Gallagher during the first half of the year, and in his new post at Orrick during the latter half, Myers spent almost all of 2000 working on the securitization, which was meant to give some of the state’s less populous counties access to the capital markets. Acting individually, some of the state’s larger counties had already securitized their proceeds from the settlement, but for the smaller ones there was a seemingly insurmountable obstacle: The administrative expenses and legal fees involved in doing a securitization would have cost each county hundreds of thousands of dollars. In some cases, that was an unnecessarily high cost — as much as 10 percent of their tobacco proceeds, says Myers. The solution: Pool the several counties’ tobacco proceeds into a single offering and divide the fees among them. Trouble was, a pooled securitization of that kind had never before been attempted. Myers and his team began by creating a central issuer for the bonds — a trust that would hold all of the counties’ tobacco proceeds. The next hurdle was convincing counties to join the pool; Myers estimated that the joint securitization would require a minimum of six to eight counties to be cost-effective. “We began to work at a hectic pace,” says Myers. The lawyers drove to meetings throughout New York State to sign up interested counties and walk them through the securitization process. To get them on board, Myers says he spent “a tremendous amount of time answering questions and explaining how it all works.” Key to that effort was the endorsement in July of the New York State Association of Counties (NYSAC). The nonprofit municipal association selected Orrick’s team over representatives from such firms as New York’s Hawkins, Delafield & Wood and Cleveland’s Squire, Sanders & Dempsey, says NYSAC counsel Stephen Acquario. It was Myers’ ability to relate to government officials in New York counties that attracted NYSAC. The 39-year-old Syracuse University Law School graduate says that in his 13 years at Willkie Farr he did public finance work for nearly every county in the state. Albert Simons III, a partner at Orrick who worked on the tobacco securitization deal, notes that Myers, who is on Orrick’s partnership track, has “good and close relationships with counties, towns, and school districts in New York.” Adds Acquario: “We selected Orrick because of Tom Myers. He had an established presence throughout the state.” By election night, Myers’ team and the deal’s underwriters, PaineWebber Incorporated and First Albany Corporation, had finally determined, under tax laws and the terms of the tobacco settlement agreement, which counties were eligible to participate. Throughout the rest of November, as Florida vote-counters raced against the clock, Myers and his team rushed to obtain signatures and approvals from the counties and then organize and finalize the paperwork. This was no small feat, Myers says: “There were 80 different documents of various lengths for each county.” Still, Myers says that the exhausting ride was worth it. “This has been the most satisfying transaction I have ever worked on,” he says. “The best part was doing what others in the industry questioned could ever get done.” The bonds were sold around Thanksgiving, and the deal was completed on December 7. In other words, Myers and his colleagues not only beat their year-end deadline, they outpaced Florida’s presidential vote-counters as well.

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