Professional Experience
Namita T. Shah practices in the area of public and private finance. She is a member of the firm's Institutional Finance and Commercial Lending and Municipal Finance practice groups. Ms. Shah serves as the primary attorney in Day Pitney's roles as Lead Bond Counsel and Lead Disclosure Counsel for the State of Connecticut. She is actively involved in all aspects of public finance, including bond authorizations, disclosure, tax issues and issuance. She has acted as bond counsel, disclosure counsel, underwriter's counsel and trustee's counsel on numerous general obligation and conduit financings. Ms. Shah's work as bond counsel has involved, among others, the negotiation of intercreditor agreements between conduit issuers and various letter of credit providers and bond insurers, restructuring existing transactions, preparing advice on permissible escrow securities and investments, negotiation of mortgage terms and conditions and review of swap agreements and float contracts. She has extensive experience with general state and municipal law as well as laws relating to state agencies and authorities. Her institutional finance and commercial lending work includes asset-backed structured financing and private placements of secured and unsecured senior and mezzanine debt.
Representative Matters
· Representation of the State of Connecticut as bond counsel, disclosure counsel and lead counsel in numerous bond issuances.
· Served as lead bond counsel and lead disclosure counsel in the State of Connecticut's largest bond sale in its history, $2,276,578,270.75 State of Connecticut Taxable General Obligation Bonds (Teachers' Retirement Fund 2008 Series A - Current Interest Bonds) (Teachers' Retirement Fund 2008 Series B - Capital Appreciation Bonds). The bonds were marketed in the United States and Europe, and were listed on the Luxembourg Stock Exchange. A special website was established for investors.
· Represented the State of Connecticut as Lead Bond Counsel and Disclosure Counsel in the issuance of the state's $258,235,000 General Obligation Refunding Bonds (2010 Series C). The bonds advance refunded portions of nine prior series of state bonds. The bonds were issued in conjunction with $200,000,000 of new money bonds. Drafted all of the forms of each of the documents and coordinated a closing among six bond counsel, two tax counsel, co-underwriters' counsel, co-disclosure counsel, and each of their clients.
· Served as Lead Bond Counsel and Disclosure Counsel in the conversion of the State of Connecticut's $280,000,000 General Obligation Bonds (2005 Series A) from a Weekly Rate Mode to SIFMA Index Bonds. The transaction involved not only the conversion to the new mode, but required an amendment of the bonds to add the new SIFMA mode, accomplished by triggering a mandatory tender by converting the bonds to a permissible mode, obtaining the purchaser's consent to amend the bonds while the bonds were held by the purchaser, and converting the Bonds to the newly added mode pursuant to the terms of the amended Bonds. The challenges involved in the transaction included numerous state law compliance issues, time-sensitivity, financial structuring issues and terminating an existing standby bond purchase agreement and remarketing agreement.
· Representation of the Connecticut Health and Educational Facilities Authority as Bond Counsel.
· Served as Bond Counsel in the conversion and direct placement of the State of Connecticut Health and Educational Facilities Authority's Variable Rate Demand Revenue Bonds, University of New Haven Issue, Series E, G, and H from the Weekly Rate Mode to LIBOR Index Bonds. The transaction could not be accomplished as a straight conversion through the existing papers and required amendments to most of the bond documents as well as requiring negotiation and agreement from the bank providing a line of credit to the borrower and entering into a Continuing Covenants Agreement with the purchaser of the bonds in order to obtain the consent of the purchaser as bondholder in order to amend the various documents. In addition to the mortgage securing the note under the bonds, there was also a swap mortgage, line of credit mortgage and reimbursement agreement mortgage in place under each series of bonds, requiring either amendment or release, in addition to requiring consideration under the intercreditor agreement. Because of the extensive changes, the bonds were treated as reissued for tax purposes, requiring a completely new tax analysis of the bonds and the swaps to assure the ability to reintegrate the swap rates for yield purposes.
· Represented the Connecticut Health and Educational Facilities Authority as Bond Counsel in the issuance of the Authority's $14,010,000 Revenue Refunding Bonds, Connecticut State University Issue, Series K. The bonds were issued pursuant to a supplemental trust indenture through a competitive sale and advance refunded and legally defeased an earlier series of bonds. The bonds were issued in conjunction with a $27,035,000 new money revenue bond series. The bond proceeds funding the refunding escrow were invested in competitively-bid U.S. Treasuries because SLGS were not available. Tax issues included complex parity debt service reserve fund sizing and allocations among all series of bonds under the master indenture and their respective investments, as well as transferred proceeds issues.
· Representation of trustee banks as trustee's counsel in various public finance transactions.
· Representation of underwriters as underwriters' counsel in public finance transaction.
· Representation of institutional investors in private placements of secured and unsecured senior and mezzanine debt.
· Representation of various banks in both secured and unsecured financings.
· Analysis of disclosure and financing documents for subperforming mortgage loan portfolio to determine if any violations of the document provisions occurred.
News, Publications & Presentations
· Featured, "Lawyers of Color - High Achievers," Connecticut Law Tribune, September 26, 2011
· Co-author, "Expiring Tax Provisions Dramatically Change Municipal Finance Landscape," Day Pitney Alert, January 6, 2011
· Co-author, "Expiration of Certain Municipal Bond Tax Provisions," Day Pitney Alert, December 1, 2010
· Co-author, "Municipal Advisors Must Register With The SEC By October 1," Day Pitney Alert, September 2, 2010
· Featured, "Women in the Law: High Achievers," Connecticut Law Tribune, September 2010
· Co-author, "The Rules of Continuing Disclosure are Continuing to Change," Day Pitney Alert, June 2, 2010
· Featured, "Day Pitney Elects Namita T. Shah Partner," Day Pitney Press Release, May 10, 2010
· Co-author, "Moody's and Fitch Credit Rating Recalibrations May Trigger SEC Rule 15c2-12 Material Event Filing Obligations for Towns and Cities," Day Pitney Alert, April 28, 2010
· Speaker, "Build America Bonds Under the American Reinvestment and Recovery Act of 2009 and Other Tax Credit Bond Financing Options," Government Finance Officers Association of Connecticut, February 4, 2010
· Speaker, "Are You Smarter Than a Bond Lawyer?" dramatic presentation of recent public finance disclosure issues to Connecticut Government Finance Officers Association, February 7, 2008
· Co-author, "Final Regulations for U.S. Treasury Securities, State and Local Government Series ('SLGS')," DBH Alert, July 14, 2005
· Co-author, "NRMSIR Filings Made Easy," DBH Alert, November 22, 2004
· Speaker, "Municipal Finance Developments - FOIA Issues Regarding E-Mail and Voice Mail Communications," Government Finance Officers Association of Connecticut, February 5, 2004
· Speaker, "Our Town Follies," dramatic presentation of IRS and SEC issues in connection with municipal finance to New England Government Finance Officers Association, September 22, 2000
Professional Affiliations
· National Association of Bond Lawyers
· Hartford County Bar Association
· Connecticut Bar Association
· Government Finance Officers Association of Connecticut
· South Asian Bar Association of Connecticut