Overview

Neal Pandozzi is Co-Chair of the firm’s Public Finance group.  Neal has over two decades of experience in New England public finance transactions. He has served as bond counsel, disclosure counsel, underwriter’s counsel, borrower’s counsel, lender’s counsel and trustee’s counsel in a wide variety of bond issuances, including general obligation bonds, revenue bonds benefitting 501(c)(3) corporations, taxable and tax-exempt industrial revenue bonds, lease revenue bonds, certificates of participation, tax-exempt leases, drinking water and wastewater financings, transportation and airport financings, student loan financings, and housing transactions.  He has also represented clients in various corporate and business matters, including mergers and acquisitions, commercial finance, corporate formation and governance, contract negotiations and affordable housing transactions.

As part of his practice, Neal is responsible for drafting primary financing documents, including master trust indentures, loan and trust agreements and lease financing agreements, as well as official statements, bond purchase agreements, continuing covenants agreements, reimbursement agreements, standby bond purchase agreements, various types of security documents, blue sky memoranda, resolutions, closing certificates, legislation and opinions.  He has led efforts to update and restructure disclosure documents, analyzed continuing disclosure compliance obligations and participated in the creation of post-issuance disclosure policies. He is experienced in conducting due diligence and legal research with respect to the federal securities laws, as well as state and municipal law issues relating to the issuance of bonds.

During law school, Neal served as Editor-in-Chief of the Roger Williams University Law Review.  In addition, he served as an intern with the Honorable Justice Robert G. Flanders of the Rhode Island Supreme Court.

As an alumnus, Neal remains actively involved with the Moses Brown School in Providence, Rhode Island.

 

Education

  • Boston University, (L.L.M, 2000)
  • Roger Williams University, (J.D., 1999)
  • Providence College, (B.A., magna cum laude, 1995)

Admissions

  • Rhode Island
  • Massachusetts
Representative Matters
  • Represented Samuel A. Ramirez & Co., Inc. as underwriter’s counsel in connection with the $52,010,000 Massachusetts Development Finance Agency Refunding Revenue Bonds, Babson College Issue, Series 2022
  • Represented Samuel A. Ramirez & Co., Inc. as underwriter’s counsel in connection with the $475,000,000 City of Quincy, Massachusetts General Obligation Pension Bonds (Subject to Federal and Massachusetts Income Taxation) (2021)
  • Represented the Metropolitan Museum of Art as special counsel in connection with the negotiation of amendments to certain of its existing lines of credit relative to the LIBOR transition
  • Represented Washington Trust Company as lender’s counsel in connection with the $7,000,000 Mortgage Loan to Achievement First Rhode Island, Inc. dated December 22, 2021
  • Represented The Belmont Day School, Incorporated as borrower’s counsel in connection with the $1,500,000 Revolving Demand Line of Credit from East Boston Savings Bank dated November 9, 2021
  • Represented BofA Securities, Inc. as underwriter’s counsel in connection with The Commonwealth of Massachusetts $187,285,000 Commonwealth Transportation Fund Revenue Bonds (Rail Enhancement Program) 2021 Series A (Sustainability Bonds); $212,715,000 Commonwealth Transportation Fund Revenue Bonds (Rail Enhancement Program) 2021 Series B; and $289,355,000 Commonwealth Transporation Fund Revenue Refunding Bonds, 2021 Series A
  • Represented BofA Securities, Inc. as underwriter’s counsel in connection with the $93,250,000 Massachusetts Housing Finance Agency Housing Bonds, 2021 Series A (Non-AMT) (Sustainability Bonds)
  • Represented Raymond James & Associates, Inc. as underwriter’s counsel in connection with the $100,690,000 Rhode Island Health and Educational Building Corporation Public Schools Revenue Bond Financing Program Revenue Bonds, Series 2021 D (City of Providence Issue)
  • Represented Webster Bank as lender’s counsel in connection with the $32,170,000 Rhode Island Convention Center Authority Refunding Revenue Bonds, 2021 Series A (Federally Taxable)
  • Represented TD Bank, N.A. as lender’s counsel in connection with the $40,025,000 Massachusetts Development Finance Agency Revenue Refunding Bonds, Fay School Issue, Series 2021A and $5,000,000 Massachusetts Development Finance Agency Revenue Bonds, Fay School Issue, Series 2021B
  • Represented the Rhode Island Health and Educational Building Corporation as Co-Bond Counsel in connection with the development of financing documents for its Tax-Exempt Equipment Lease Financing Program
  • Represented Gordon College in connection with $31,173,021.88 Massachusetts Development Finance Agency Revenue Notes, Gordon College Issue, Series 2020 and $2,000,000 Revolving Line of Credit from Investors Bank dated October 30, 2020
  • Represented TD Bank, N.A. as lender’s counsel in connection with the substitution of a Standby Bond Purchase Agreement for $85,500,000 Rhode Island Health and Educational Building Corporation Higher Education Facilities Revenue Bonds (Brown University Issue – 2005 Series A) (Variable Rate Bonds)
  • Represented TD Bank, N.A. as lender’s counsel in connection with a $10,000,000 Revolving Line of Credit benefitting Bryant University dated July 1, 2020
  • Represented TD Bank, N.A. as lender’s counsel in connection with the substitution of a letter of credit for the $107,665,000 Massachusetts Department of Transportation Metropolitan Highway System Revenue Bonds (Senior), Variable Rate Demand Obligations, 2010 Series A-2
  • Represented Barclays Capital, Inc. as underwriter’s counsel in connection with the $177,180,000 The Commonwealth of Massachusetts General Obligation Refunding Bonds, 2020 Series A (Multi-Modal Bonds)
  • Represented Barclays Capital, Inc. as underwriter’s counsel in connection with the $66,190,000 Massachusetts Housing Finance Agency Housing Bonds, 2020 Series D (Non-AMT) (Sustainability Bonds), consisting of $63,210,000 Housing Bonds, 2020 Series D-1 (Non-AMT) and $2,980,000 Housing Bonds, 2020 Series D-2 (Non-AMT), and $50,560,000 Massachusetts Housing Finance Agency Housing Bonds, 2020 Series E (Federally Taxable)
  • Represented Morgan Stanley & Co. LLC as underwriter’s counsel in connection with the $13,970,000 Rhode Island Infrastructure Bank Efficient Buildings Fund Revenue Bonds, Series 2020 A (Green Bonds)
  • Represented Samuel A. Ramirez & Co. Inc. as underwriter’s counsel in connection with the $12,765,000 Rhode Island Infrastructure Bank Municipal Road and Bridge Revolving Fund Revenue Bonds, Series 2020 A
Seminars / Publications

Seminars

  • Presenter, The Phase-out of LIBOR: Navigating the Final Stages, Implementing Alternative Reference Rates and Fallback Language, July 26, 2021.
  • Presenter, The US Federal Reserve’s Main Street Lending Program: Demystifying the Good, the Bad, and the Ugly, November 23, 2020
  • Presenter, The Municipal Liquidity Facility – Lending Lifeline or Last Resort in the Age of COVID-19?, June 30, 2020.
  • Presenter, Continuing Disclosure: Preparing for the Recent Amendments to Rule 15c2-12, December 10, 2018.

Publications

  • Getting Down to Business: A Pocket Guide to the Revised Rhode Island Business Corporation Act, 10 Roger Williams U.L Rev. 719 (2005).
  • Beware of Banks Bearing Gifts: Gramm-Leach-Bliley and the Constitutionality of Federal Financial Privacy Legislation, 55 U. Miami L. Rev. 163 (2001).
  • Note, Reversal of Fortunato: Textualism Un-Dunn in State v. Dunn, 3 Roger Williams U.L. Rev. 253 (1999)
Honors
  • Selected for inclusion in The Best Lawyers in America 2020 – 2022 in the field of Public Finance Law.
  • Professional Excellence in the Law, Banking and Financial, Rhode Island Monthly, 2022.
Best Lawyers 2022
RI Monthly
Professional Affiliations
  • Member, Rhode Island Bar Association
  • Member, Massachusetts Bar Association
  • Member, American Bar Association
  • Member, National Association of Bond Lawyers
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