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If you’re planning on visiting Manhattan in the next three years, you’ll have to cross the Museum of Modern Art off your sight-seeing list. Home to one of the world’s most impressive collections of modern art, including Monet’s “Water Lilies” and Rodin’s “Monument to Balzac,” the place is shutting down next month. A modest municipal bond lawyer from Orrick, Herrington & Sutcliffe gets a chunk of the blame for that. Eileen Heitzler, 44, is bond counsel to the Trust for Cultural Resources of the City of New York. As such, this unassuming partner is responsible for financing MOMA’s most aggressive expansion yet, construction that will cost some $600 million and double the museum’s size. It should eventually allow the curators to pull out of storage art that they now lack the space to display. Currently, only about 10 percent of the museum’s 10,000 works can be shown at once. Just as a well-laid Picasso exhibit will reveal how the painter developed from a straightforward realist into a revolutionary cubist, a retrospective of the museum’s financing demonstrates increasing complexity. From straight fixed-rate bond deals worth about $20,000 in 1984, the financing developed by 2001 into triple-series bonds at auction rates valued at $235,000. The museum’s endowment has grown even more dramatically over the years, from around $20 million in the early ’80s to more than $400 million now. Heitzler says she has an emotional tie to the museum because the 1984 bond deal was among her first as a junior associate. Over the years, she’s developed a sophistication and expertise in bond issues to match the growth of the institution. “It’s like a kid learning to read,” she says over a cappuccino in the museum’s restaurant, explaining the complexities of almost two decades’ worth of financing. A row of trees blocked the view of the construction site outside. “You start with ‘Run, Spot, Run’ before you go on to a chapter book. Over time, the deals have become far more sophisticated. We’ve all learned as we’ve gone along.” Heitzler is evidently a good student. “This last deal was extremely complicated,” says MOMA’s general counsel, Patty Lipshutz, who has worked with Heitzler on the museum’s financing for the past three years. For one thing, the trust essentially traded its auctioned interest rates with its lead underwriter, The Goldman Sachs Group Inc. Goldman, in turn, provided a fixed rate and assumed some of the risk. Lipshutz says that Heitzler’s authoritative but low-key manner inspires confidence: “When Eileen says something, she really knows what she’s talking about.” The kinds of auction rate bonds used in the museum’s most recent bond deal didn’t even exist when Heitzler first got into the picture in 1984. Back then, she was an associate at New York’s now-defunct Webster & Sheffield, where she went to work straight out of New York University Law School. She focused on muni bonds from the beginning, and enjoyed the work, partly because of her interest in urban development. She was soon representing the trust, created specifically to finance the museum’s original west wing expansion. Heitzler left Webster & Sheffield in January 1991, the last associate to make partner before the firm closed its doors that spring, and went to Orrick Herrington as a lateral. Now that she’s a senior partner, Heitzler no longer has to spend long hours drafting — “I’m learning the fine art of delegating,” she says with a smile. But it’s clear that her decisions were key on such matters as the disclosure of an ongoing suit. The owners of a nearby building, whose view will be blocked by the expansion, had sued the museum, the trust and the city, claiming violations of state environmental quality review procedures. They also alleged that the museum improperly receives city funds. Heitzler’s challenge was explaining the suit without scaring off potential investors. Her solution: The bond documents include the museum’s statement that it expects to prevail in the litigation. Although the case was dismissed in November, the plaintiff has reserved its right to appeal. The bond counsel’s opinions on the bond issue were published in December. Construction at the museum is already under way, and until it closes in May, you can see on the ground floor an elaborate model of what the new building — designed by the famed architect Yoshio Taniguchi — will eventually look like. But you won’t see the name of the lawyer behind it all. Big displays are not what Heitzler is about. She leaves that for her clients.

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