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OVERVIEW

David P. Hooper
Partner

Indianapolis

11 South Meridian Street
Indianapolis, IN 46204-3535

P 317-231-7333

F 317-231-7433

OVERVIEW

David P. Hooper
Partner

Indianapolis

11 South Meridian Street
Indianapolis, IN 46204-3535

P 317-231-7333

F 317-231-7433

David Hooper provides experienced and practical advice to help clients grow and achieve success. Whether assisting public companies, financial institutions, closely held entities, fund sponsors, or individuals, David offers sophisticated guidance in a responsive and collaborative manner on securities, mergers and acquisitions, capital markets, and corporate law matters.

OVERVIEW

David P. Hooper Partner

Indianapolis

11 South Meridian Street
Indianapolis, IN 46204-3535

P : 317-231-7333

David Hooper provides experienced and practical advice to help clients grow and achieve success. Whether assisting public companies, financial institutions, closely held entities, fund sponsors, or individuals, David offers sophisticated guidance in a responsive and collaborative manner on securities, mergers and acquisitions, capital markets, and corporate law matters.

David is the chair of the firm’s Securities and Capital Markets Practice Group and concentrates his practice in the areas of securities offerings and regulatory and advisory matters, mergers and acquisitions, financial institutions, corporate governance, investment management, and private investment funds.

A trusted adviser, David regularly counsels clients on a variety of securities regulatory matters, public and private securities offerings, M&A, bank regulatory matters, broker-dealer and investment adviser registration and regulation, corporate governance matters, commodities, swaps, and derivatives regulation, private investment fund formations and regulatory compliance, and a number of other general corporate matters.

Securities and Capital Markets

David regularly advises clients on a variety of securities law compliance, disclosure, regulatory, and capital raising matters, including:

  • Registered and exempt equity and debt securities offerings
  • Advising clients in connection with the preparation of periodic and current reports (10-Ks, 10-Qs, and 8-Ks), proxy statements, beneficial ownership and reporting disclosures, and other disclosure documents filed with the SEC
  • Advising clients in connection with regulated proxy solicitations, tender offers, rights offerings, and going private transactions
  • Representing clients in designing and implementing stock exchange and SEC-compliant corporate governance policies, practices, and procedure
  • Advising clients on CFTC regulatory matters
  • Advising public company boards of directors with respect to fiduciary duties in change-of-control, corporate governance, and other contexts
  • Advising clients regarding stock trading inquiries by FINRA, the SEC, and other regulators

Mergers and Acquisitions

David regularly advises both public and private companies on M&A transactions in a variety of industries, including banking and financial institutions, broker-dealers, investment advisers, and other financial services, manufacturing, consumer retail and apparel, engineering, and software and technology.

Banking and Financial Institutions

David regularly represents banks, thrifts, bank holding companies, financial holding companies, and savings and loan holding companies in mergers and acquisitions (on both the buy and sell side), asset sales, securities offering and regulatory matters, and state and federal bank regulatory and compliance matters.

Investment Advisers and Broker-Dealers

An integral part of David's practice involves advising clients on a wide-range of investment adviser and broker-dealer registration and regulatory issues. This includes advising clients on federal and state registration and compliance issues; FINRA membership matters; commodity trading advisor and commodity pool operator regulation; change in control issues and mergers and acquisitions involving investment adviser and broker-dealer firms; broker-dealer and investment adviser compensation arrangements; developing and refining supervisory procedures and compliance programs for broker-dealer and investment advisory firms; and advising issuers and financial market participants with respect to finders and business-broker relationships.

Private Investment Funds

David regularly represents private investment funds and fund sponsors in structuring, negotiating, and forming private equity, venture capital, real estate, and hedge funds, as well as commodity pools. David advises clients regarding the planning and structuring of pooled investment vehicles, regulatory compliance, and related registration matters. He assists fund sponsors in preparing all the documentation necessary for a fund formation, including the offering memorandum, limited partnership agreement and/or operating agreement, subscription documents, investment advisory agreement, custodial and prime brokerage agreements, administrator agreement, and other back-office agreements. David also advises clients on new laws, events, and regulations affecting the private fund industry.

Professional and Community Involvement

Chairman, Make-A-Wish Foundation of Ohio, Kentucky and Indiana, Indiana Region Advisory Board

Barnes & Thornburg Firm Liaison, National Association of Women Business Owners (NAWBO)

Former chairman, Indianapolis Bar Association Business Law Section Executive Committee

Honors

Indiana Super Lawyers Rising Star, 2009, 2013-2015

EXPERIENCE
  • Represented Skyline Corporation (NYSE MKT: SKY), a designer, producer, and marketer of manufactured housing, modular housing, and park models, in its acquisition by Champion Enterprises Holdings, LLC, which involved the issuance by Skyline of over $1.6 billion in common stock, and created the largest independent publicly traded factory-built housing company in the United States.
  • Represented The Finish Line, Inc. (NASDAQ: FINL) in its acquisition by JD Sports Fashion Plc, in a transaction valued at over $557 million.
  • Represented NorthWest Indiana Bancorp (OTC: NWIN) in its acquisition of AJS Bancorp, Inc., in a transaction valued at over $34.2 million.
  • Represented NorthWest Indiana Bancorp (OTC: NWIN) in its acquisition of First Personal Financial Corp., in a transaction valued at over $15.6 million.
  • Represented City Savings Financial Corporation in its $20 million acquisition by LaPorte Bancorp, Inc., coupled with a mutual-to-stock conversion and public offering of common stock.
  • Represented a bank holding company in its merger with a larger bank holding company based in the same state. The subsidiary of the selling bank holding company, with nearly $850 million in assets, merged with a bank with approximately $7.7 billion in assets at the time of the transaction. It was a stock transaction valued at approximately $83.5 million. The exchange ratio fluctuated based on changes in the price of the acquiror’s common stock and was subject to adjustments if loan delinquencies at the selling bank exceeded certain levels.
  • Represented Horizon Bancorp, Inc. (NASDAQ: HBNC) in connection with the registration statement and SEC regulatory matters involved in its $110 million acquisition of Wolverine Bancorp. As part of this transaction, the client expanded its branch network to 22 branches throughout Northern Indiana and Southwestern Michigan. The combination created a banking entity with approximately $1.4 billion in total assets. 
  • Represented the developer and manager of a proprietary electronic trading platform in its broker-dealer registration with the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority, Inc. (FINRA). The client’s proprietary platform focused on the trading of interests in private investment funds, such as hedge funds and fund of funds.
  • Represented Vectren Corporation (NYSE: VVC) (Evansville, Indiana) in connection with a $130 million public common stock offering pursuant to an equity forward sale agreement with an affiliate of J.P. Morgan Securities, Inc.
  • Represented T2 Systems in a $3 million venture capital investment from Petra Capital Partners.
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