Bond Counsel & Deal Maker (Tampa edition)

Bond Counsel & Deal Maker

Frank Fleischer, now part of GrayRobinson in Tampa, has worked as counsel on about $8 billion in public finance deals.

By David R. Corder

Associate Editor

Frank Fleischer interrupted the conversation for an urgent message. It was his former law partner, William Schifino Sr., who needed clarification on a personal securities-disclosure statement Fleischer had to file on a deadline. Schifino stopped by personally to alert him. Fleischer, 65, still relies on his good friend to protect his personal legal interests.

It's been almost a year since the pair amicably dissolved their 32-year partnership. Schifino, 70, no longer wanted long-term contractual obligations through Schifino & Fleischer PA. He wanted to practice law with his sons at Tampa's Williams Schifino Mangione & Steady PA.

As soon as a client told him about the split, Byrd "Biff" Marshall Jr. called Fleischer. A securities lawyer himself, the GrayRobinson PA managing partner knew the value of hiring one of the state's most prolific public finance and securities attorneys. It was purely a profitable move.

Since wooing Fleischer, GrayRobinson has won the contract as disclosure counsel on a pending $1.5 billion bond sale through Citizen's Property Insurance Corp., the legislative-enacted windstorm insurer of last resort. The largely unpublicized sale expected this quarter would produce up to about $7 billion in claims coverage in the event of catastrophic windstorms for about 420,000 policyholders who own homes within high-risk slivers of land in 29 of Florida's coastal counties.

It's Fleischer job to ensure the legality of bonds for the public-private corporation. His disclosure work also helps whet the appetite of interest-hungry investors salivating for bonds that are projected to earn at minimum a coveted "A" senior debt rating from Moody's, Standard & Poor's and Fitch Ratings.

The pending bond sale ranks high on Fleischer's list of accomplishments, and that means something.

Since Schifino hired him in November 1971, Fleischer has worked as bond disclosure counsel on about $8 billion public finance deals mostly in the Tampa Bay area for agencies such as the Tampa Port Authority, Hillsborough County Aviation Authority, Tampa Bay Water and numerous infrastructure financings and refunding deals for city and county governments.

Then there's the nearly $1 billion in corporate finance deals he has worked on as disclosure counsel for companies such as Tech Data Corp. and Raymond James Financial Inc.

Fleischer helped Tech Data go public in the late 1980s, recalls Jeffery P. Howells, the Clearwater-based company's chief financial officer.

"We've worked with Frank a number of years, and he is always available, dedicated and very helpful in what he does for us," Howells says. "He's represented us on every one of our public offerings. We've never not called him for a deal."

Pioneering work

Securities and public finance work came about by chance for Fleischer, who originally focused on a career as a tax attorney. The Portland, Maine, native studied economics at the prestigious Wharton School of the University of Pennsylvania. In 1965, he earned a law degree from the Boston University School of Law.

Following a short time at the former Big 8 accounting firm Pricewaterhouse, Fleischer worked as a staff attorney in the corporate finance division and later the general counsel's office at the Securities and Exchange Commission. His experience at the SEC would later play an important role in his early days as a public finance lawyer. While there he bolstered his resume in 1968 by earning a master's of laws degree in taxation from the Georgetown University Law Center.

After 3 1/2 years at the SEC, Fleischer took a job at Boston's Nutter McLennan & Fish - Supreme Court Justice Louis Brandeis' former law firm. Three years later, he and his wife - 13th Circuit Judge Barbara Fleischer - decided to look elsewhere for opportunities in places such as San Diego, Phoenix and Tampa. On the last stop, the couple met Schifino and his wife, Lois. They liked one another immediately. In November 1971, the Fleischers made Tampa their home.

Over the next two years, Fleischer worked closely with clients such as Pierce Wulbern Murphey Corp., a Tampa financial underwriter. During one bond-refunding project at the Port of Tampa, Fleischer discovered that underwriters and the bond buyers typically relied in those days only on a one-page fact sheet. That didn't make sense to him, considering the potential legal risks to bond issuers and financial risks to the underwriter and bond buyers.

At his urging, Fleischer persuaded Pierce Wulbern officials to insist on more detailed disclosure statements.

"You have to understand that in 1973 only a few Florida law firms were doing bond work," Fleischer says. "Most of them were out of New York and Chicago, and still are to a point. With my SEC background, it was natural for me to get in the disclosure side of bond issues. And I am one of the first in the state to get involved."

In fact, there are today only a few Florida law firms - mostly large well-heeled or well-connected practices - that even do work as either bond underwriter's counsel or disclosure counsel. The list includes Tampa's Holland & Knight LLP, Miami's Greenberg Traurig LLP and Tallahassee's Bryant Miller & Olive PA and Nabors Giblin & Nickerson PA.

"All four of them are a hell of a lot more prolific than I am, but they've got a lot more lawyers, too," Fleischer says. "At Schifino & Fleischer, we were the smallest, most prolific disclosure counsel in Florida at the time.

"Bill Schifino and I were doing securities work in Miami long before Greenberg even had a securities practice," he adds. "But we concentrated in the tri-county area (Hillsborough, Pinellas and Pasco counties), while the others were going statewide. Now, with GrayRobinson as a statewide law firm, I want to give them a run for the money."

Changing markets

Besides his work for Tech Data, Fleischer also earned the historic designation in 1983 as disclosure counsel on Raymond James Financial's initial public offering.

It was a different time then, he recalls. The large diversified financial services firm of today mostly participated in mutual fund deals then. It employed, perhaps, 40 workers then; there's, maybe, 7,000 now. "When I first started doing work with them, I knew them all," Fleischer says.

In those days, Fleischer would travel regularly with Tom James, who had just taken over the firm from his father, Bob James. He recalls one financing deal in Denver. "We did the deal," Fleischer says. "He was the corporate finance person, and I was the underwriter's counsel. It was a lot more fun then."

The fun aspect of doing the deal changed particularly over the last five years, Fleischer says, as investors challenged the integrity of public company accounting procedures. Rigid federal regulatory guidelines ensued - in particular, the Sarbanes-Oxley Act of 2002 - putting new pressures on public company compensation, audit and nominating committees.

"When I said it was a lot more fun, though we already were complying with provisions within the federal securities law, we didn't have the overwhelming burdens that we have today," he says. "The deals got done a lot quicker and smoother. I think Congress has taken a bazooka when they only needed a .22.

"In other words, if you can say it in just five words then why make it 50?" he adds. The same thing can be said about regulation. There is definitely an overkill factor."

This overkill has also changed the market for securities lawyers. Even though there is more boardroom work for securities attorneys, Fleischer says the new regulations cast a pall on the lucrative transactional side of corporate securities work.

"Some lawyers might say I'm a heretic because I think the current securities laws are the lawyer's relief act," he says. "Business is off. There's maybe 50 to 75 initial public offerings planned (nationally) this year, not thousands as years before."

Leaving a mark

It's difficult to find a public infrastructure project in the Tampa Bay area and not find Fleischer's imprint on it. There's the St. Petersburg Times Forum, looking southward out of his office on the 22nd Floor of the Tampa City Centre.

"My first love is securities work; I make a living from bonds," he says.

Fleischer's research and legal opinions fill reams of disclosure statements that supported millions of dollars in financing for projects at the Port of Tampa and Tampa International Airport. That's only part of the picture. Most of those government agencies called him back years later to do the disclosure work on bond refunding deals - refinancing of outstanding bonds, a mechanism for reducing the amount of debt-service pledged and thus saving taxpayer dollars.

That's what happened with one of the most challenging projects he ever tackled - Tampa Bay Water, the water wholesaler once known as the West Coast Regional Water Supply Authority

As disclosure counsel, Fleischer has worked on about $1 billion in new bond and refunding deals since the water wholesaler's creation in the mid-1990s. It is governed by elected officials from the member governments of Hillsborough, Pasco and Pinellas counties and cities of New Port Richey, Tampa and St. Petersburg.

It's his most rewarding job as disclosure counsel, and his most interesting.

"That to me is a very special relationship, because of the dedicated staff," he says, specifically referring to Jerry Maxwell, general manager; Don Conn, general counsel, and Koni Cassini, director of finance and administration. "That's one of the most interesting because of organizing the assets of the member governments. To get there, you had to come up with an organizational structure."

It was a task getting the organization structure, as the governing members overcame years of mistrust and legal jostling over regional water supplies. Fleischer made it a cause.

"He's wonderful," Cassini says about Fleischer. "He's pretty much unflappable at the podium. He's grace under fire. The decisions that are made at our board meetings are difficult and complicated. Frequently, they have an impact on water rates throughout the region.

"So you need someone who is good at explaining things to our elected officials in order to raise the comfort level about the decisions that they make," she adds. "We've been very successful with Frank."

Cassini's testimony truly gets at the root of Fleischer' success in the business. He acknowledges he works hard to earn the respect of government staff.

"If anything is the key to my success in the business, it's my good relations with staff," he says. "Mayors, city council members, county commissioners come and go. Staff remains. You're never going to get to the table without the recommendation of staff."