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Pandozzi

Partner

Neal R. Pandozzi

Partner

Overview

Neal Pandozzi has over two decades of experience in New England public finance transactions. He has served as bond counsel, disclosure counsel, borrower’s counsel, underwriter’s counsel, lender’s counsel and trustee’s counsel in a wide variety of bond transactions, including general obligation bonds, conduit revenue bonds benefitting 501(c)(3) corporations, taxable and tax-exempt industrial revenue bonds, certificates of participation, tax-exempt leases. During his career, Neal has participated in the financing of numerous public sector projects, such as drinking water and wastewater systems, infrastructure projects, energy efficiency and renewable energy projects, airports, stadiums, student loan financings and multi-family housing developments. He has also represented clients in connection with various commercial lending transactions, ranging from simple unsecured lines of credit to sophisticated collateralized loan facilities. Neal regularly advises clients regarding general corporate and business law matters, including mergers and acquisitions, corporate formation and governance and contract negotiations.

As part of his practice, Neal is responsible for drafting complex 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. Neal 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. He has been a featured speaker at seminars covering various topics involving public finance and banking law matters and the federal securities laws.

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.

Before Bowditch

Prior to joining the firm, Neal focused his practice on public finance, commercial lending and general corporate law matters and worked at law firms in Boston and Providence.

Besides Bowditch

Neal is a self-taught home baker and, in 2019, competed for a spot on The Great American Baking Show. “I was one of forty finalists flown to Los Angeles to compete in a mock episode,” Neal says. “Of the forty, ten are ultimately selected to appear on the show. Sadly, I was not one of the ten, but I had a lot of fun and I am still baking!”

Affiliations

  • Member, Rhode Island Bar Association
  • Member, Massachusetts Bar Association
  • Member, American Bar Association
  • Member, National Association of Bond Lawyers

Honors

  • Best Lawyers’ 2023 Lawyer of the Year, Public Finance Law, Providence
  • Selected for inclusion in The Best Lawyers in America 2020 – 2023 in the field of Public Finance Law
  • Professional Excellence in the Law, Banking and Financial, Rhode Island Monthly, 2022

Articles + Talks

Articles

  • 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)

Talks

  • Phaseout of LIBOR – Navigating the Final Stages, Implementing Alternative Reference Rates and Fallback Language, presented by Strafford Publications, July 2021
  • The US Federal Reserve’s Main Street Lending Program: Demystifying the Good, the Bad, and the Ugly, presented by The Knowledge Group, November 2020
  • The Municipal Liquidity Facility – Lending Lifeline or Last Resort in the Age of COVID-19?, Webinar, June 2020
  • Continuing Disclosure: Preparing for the Recent Amendments to Rule 15c2-12, presented by the Office of the RI General Treasurer, December 2018

Bar Admissions

  • Massachusetts
  • Rhode Island

Education

  • LL.M, Boston University School of Law
  • J.D., Roger Williams University School of Law
  • B.A., magna cum laude, Providence College
Experience
  • Lender’s counsel to TD Bank, N.A. in connection with the delivery of a Standby Bond Purchase Agreement benefitting the Massachusetts Bay Transportation Authority Subordinated Sales Tax Bonds Variable Rate Demand Obligations, 2022 Series A and a replacement Standby Bond Purchase Agreement benefitting the Massachusetts Bay Transportation Authority General Transportation System Bonds Variable Rate Demand Obligations, 2000 Series A
  • Lender’s counsel to TD Bank, N.A. in connection with the delivery of replacement Standby Liquidity Facility Agreements benefitting the University of Massachusetts Building Authority Commercial Paper Notes, Series 2013 A and Series 2013 B
  • Lender’s counsel to Washington Trust Company for a secured loan facility benefitting Track 15 Real Estate LLC and Track 15 Operator LLC, for the purpose of financing the acquisition, construction, furnishing and equipping of vacant commercial space into a food hall
  • Lender’s counsel to Washington Trust Company in connection with the Rhode Island Health and Educational Building Corporation Up to $25,000,000 Series 2022B Note and $8,997,702.17 Series 2022C Note benefitting Achievement First Rhode Island, Inc.
  • Lender’s counsel to TD Bank, N.A. in connection with the substitution of a letter of credit for the $100,000,000 Massachusetts Department of Transportation Metropolitan Highway System Revenue Bonds (Senior), Variable Rate Demand Obligations, 2010 Series A-1
  • Underwriter’s counsel to Samuel A. Ramirez & Co., Inc. in connection with the City of Quincy, Massachusetts General Obligation Municipal Purpose Loan of 2022 Bonds, Series A, B and C
  • Underwriter’s counsel to Samuel A. Ramirez & Co., Inc. in connection with the $52,010,000 Massachusetts Development Finance Agency Refunding Revenue Bonds, Babson College Issue, Series 2022
  • Underwriter’s counsel to Samuel A. Ramirez & Co., Inc. in connection with the $475,000,000 City of Quincy, Massachusetts General Obligation Pension Bonds (Subject to Federal and Massachusetts Income Taxation) (2021)
  • Special counsel to the Metropolitan Museum of Art in connection with the negotiation of amendments to certain of its existing lines of credit relative to the LIBOR transition and other matters
  • Borrower’s counsel to Tarbox Real Estate LLC in connection with a loan refinancing secured by multiple automobile dealership locations
  • Counsel to the Belmont Day School in connection with obtaining a $1,500,000 Revolving Demand Line of Credit from East Boston Savings Bank in 2021
  • Underwriter’s counsel to BofA Securities, Inc. 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 Transportation Fund Revenue Refunding Bonds, 2021 Series A
  • Underwriter’s counsel to BofA Securities, Inc. in connection with the $93,250,000 Massachusetts Housing Finance Agency Housing Bonds, 2021 Series A (Non-AMT) (Sustainability Bonds)
  • Underwriter’s counsel to Raymond James & Associates, Inc. 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)
  • Lender’s counsel to Webster Bank in connection with the $32,170,000 Rhode Island Convention Center Authority Refunding Revenue Bonds, 2021 Series A (Federally Taxable)
  • Lender’s counsel to TD Bank, N.A. 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
  • Co-Bond counsel to the Rhode Island Health and Educational Building Corporation in connection with the development of financing documents for its Tax-Exempt Equipment Lease Financing Program
  • Counsel to Gordon College in connection with the $31,173,021.88 Massachusetts Development Finance Agency Revenue Notes, Gordon College Issue, Series 2020 and the obtaining of a $2,000,000 Revolving Line of Credit from Investors Bank
  • Lender’s counsel to TD Bank, N.A. in connection with the delivery of a replacement Standby Bond Purchase Agreement for the $85,500,000 Rhode Island Health and Educational Building Corporation Higher Education Facilities Revenue Bonds (Brown University Issue – 2005 Series A) (Variable Rate Bonds)
  • Lender’s counsel to TD Bank, N.A. in connection with a $10,000,000 Revolving Line of Credit benefitting Bryant University dated July 1, 2020
  • Lender’s counsel to TD Bank, N.A. 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
  • Underwriter’s counsel to Barclays Capital, Inc. in connection with the $177,180,000 The Commonwealth of Massachusetts General Obligation Refunding Bonds, 2020 Series A (Multi-Modal Bonds)
  • Underwriter’s counsel to Barclays Capital, Inc. 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)
  • Underwriter’s counsel to Morgan Stanley & Co. LLC in connection with the $13,970,000 Rhode Island Infrastructure Bank Efficient Buildings Fund Revenue Bonds, Series 2020 A (Green Bonds)
  • Underwriter’s counsel to Samuel A. Ramirez & Co. Inc. in connection with the $12,765,000 Rhode Island Infrastructure Bank Municipal Road and Bridge Revolving Fund Revenue Bonds, Series 2020 A
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