Barclay Damon
Barclay Damon

Garrett E. DeGraff

Garrett E. DeGraff

Partner

p: 518-429-4235

f: 518-427-3484

icon_email gdegraff@barclaydamon.com
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Albany Office

80 State Street
Albany, New York 12207

Garrett DeGraff has over 30 years experience in public finance and project finance transactions. Building on that experience, today he regularly represents governmental bond issuers, including state and local governmental bodies, underwriters, banks and borrowers. Garrett serves governmental entities as bond counsel, tax counsel in tax-exempt financing transactions, and disclosure counsel in public offerings. He represents both regional and national underwriters of publicly offered bonds and notes issued by governmental entities. Garrett also represents banks in public and project financing transactions, whether the banks are acting as lenders or providers of letters of credits as credit enhancement for publicly offered governmental debt. In addition, he represents borrowers in public finance transactions and project finance transactions.

Garrett has served as bond counsel and tax counsel for state level issuers in New York in financings of both the capital needs of state and local governmental entities and the capital needs of private entities, including educational and health care institutions, housing developments, manufacturers, and other private entities in transactions qualifying for tax-exempt financing under federal tax law.

Garrett has represented underwriter, and bond issuers as disclosure counsel, in public finance transactions presenting extraordinary disclosure challenges, including project financings, securitizations by states and New York counties of receipts from tobacco manufacturers under the master settlement agreement, state agency pooled financings for multiple municipalities and financings by financially stressed governmental units. He also has considerable experience representing underwriters in governmental agency financings for universities and colleges, hospitals and not-for-profit entities serving other charitable purposes.

In representing developers and borrowers, Garrett brings his five years of experience as in-house counsel to development of solid waste management facilities, including large regional waste-to-energy facilities. He has also participated in the financings for both gas-powered and hydro-powered electricity generating facilities.

Representative Experience

  • This transaction involved the issuance of bonds solely to refund outstanding bonds and achieve substantial debt service savings. The refunding required the amendment of an investment agreement, which required the negotiation of a termination payment to the refunding agreement provider. As part of the proceeds of the refunded bonds remained in a defeasance escrow fund at a yield higher that the yield on the 2011 bonds, the transaction required the calculation and payment to the IRS of a transferred proceeds penalty in the form of a yield reduction payment. 
  • This transaction involved the issuance of both tax-exempt bonds and taxable "Build America Bonds" on behalf of five New York Counties. These Municipal Bond Bank Agency bonds were the last of three bond issuances by the Agency in 2009 and 2010 on behalf of New York State municipalities that included BABs. The three issues together aggregated over $350,000,000 and were issued on behalf of a total of 16 municipalities. 
  • This transaction involved the issuance of bonds (i) to fund various State programs to reimburse municipalities across the State for various highway and other transportation infrastructure projects and (ii) to refund certain prior bonds issued under the same programs. 
  • Served as disclosure counsel to the issuer in this securitization of Suffolk County's rights to receive payments from cigarette manufacturers under the 1998 master settlement agreement between cigarette manufacturers and 46 States. As the payments on the bonds rests solely on the payments from the manufacturers under the MSA, the disclosure, as is typical for tobacco securitizations included a detailed discussion of the MSA, litigation relating to the enforceability of the MSA, and litigation exposures of the tobacco industry, among other matters. 
  • Served as lead tax counsel on this transaction, which involved the first issuance of bonds ever under a 2004 amendment to the Internal Revenue Code authorizing the issuance of up to $2.0 billion of tax-exempt bonds for "qualified green building and sustainable design projects". 
  • Served as lead attorney as co-underwriter's counsel on this transaction with an Iowa firm without prior tobacco securitization experience. 
  • Served as underwriter's counsel on this transaction, we drafted the disclosure relating to the securitization by 24 New York counties (through their specially created securitization corporations) of a portion of the counties' rights to receive payments in perpetuity under the 1998 master settlement agreement between cigarette manufacturers and 46 states based on future cigarette sales. The ordinarily extensive disclosure relative to the risks of non-payment by the cigarette manufacturers was compounded by the need to describe the tobacco securitization debt most of the 24 participating securitization corporations had previously issued under differing documentation. 
  • Represented utility in the public offering of bonds to provide long-term financing for various water system improvements, primarily water storage and pumping facilities. 
  • This transaction involved the financing of facilities used by various local chapters of NYSARC, Inc., a state-wide not-for-profit corporation serving persons with developmental disabilities. This financing is one a series of similar financings accomplished for NYSARC over the past decade. 
  • Represented university in the financing of additional student housing on Skidmore's Saratoga campus, as well as the current refunding of bonds previously issued for a variety of campus improvements.

Practice Areas

Education

  • Albany Law School of Union University, J.D., cum laude, 1977
  • Hope College, B.A., 1972

Admitted To Practice

  • New York, 1978
  • U.S. District Court, Northern District of New York

Memberships & Affiliations

  • National Association of Bond Lawyers, Bond Attorney's Steering Committee, 2006, 2007, 2008
  • New York State Bar Association, Municipal Law Section

Civic Activities

  • Northeast Parent and Child Society, Board of Directors 
  • First Presbyterian Church, Elder

Honors

  • Martindale-Hubbell “AV” Peer Review Rated for Very High to Preeminent Ethical Standards and Legal Ability

Prior Experience

  • Hiscock & Barclay, LLP, Partner

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