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OVERVIEW

Financial Institutions Changing Conditions

From our offices in Atlanta, Chicago, Dallas, Delaware, Indiana, Los Angeles, Michigan, Minneapolis, Ohio, and Washington, D.C., the Barnes & Thornburg Financial Institutions Practice Group offers financial institutions a full range of legal services, including representation before various state and federal regulatory agencies.

Our clients include banks, savings associations and credit unions, issuers of credit cards and other forms of consumer credit, insurance companies, accounting firms, investment banking firms, governmental lending agencies, pension funds, financing companies, real estate trusts and other lending or financial institutions, as well as institutional investment funds.

We serve these clients in the areas of regulatory compliance, standard form drafting, negotiating and documenting various credit and equity transactions (including capitalized leases, dealer financing, and other floor plan arrangements), real estate transactions, bankruptcies, foreclosures, bonds, wills and trusts, complex commercial litigation, mergers and acquisitions, holding company formations, financings (including securitized asset financings and syndicated real estate loans), thrift conversions, charter formations and flips, and direct dealings with regulatory agencies.

Our Financial Institutions Practice Group includes members who practice in a variety of areas of law, including business, bond, finance, insolvency and restructuring, litigation, taxation, real estate, and environmental law. This interdisciplinary approach permits us to offer legal services to assist financial institutions in disputes and issues that cross a multitude of legal disciplines.

Practice include:

  • Bankruptcy
  • Electronic Transfers
  • Federal Consumer Credit Protection
  • Financial Regulations
  • Real Estate
  • Thrift Conversions
  • Truth-In-Lending
  • Uniform Fraudulent Transfer Act
  • Uniform Commercial Code
  • Uniform Consumer Credit Code

Practice Leaders

Mark Kindelin

Mark T. Kindelin

Partner
Financial Institutions Practice Chair

Chicago

P 312-214-8317

F 312-759-5646

Thomas Maxwell

Thomas M. Maxwell

Partner
Financial Institutions Practice Vice Chair

Indianapolis

P 317-231-7796

F 317-231-7433

EXPERIENCE
  • A federal savings association acquired the deposits, real estate and fixed assets of a branch of a commercial bank in the same state. Barnes & Thornburg represented the acquiring savings bank in the acquisition.
  • An Indiana commercial bank merged into a federal savings association in an all cash transaction valued at approximately $20.5 million. The holding company of the selling bank owned 74% of its outstanding shares prior to the transaction. Barnes & Thornburg represented the selling bank in the merger and assisted the holding company in raising capital needed as a result of this sale of its majority-owned subsidiary. The acquiror thrift had consolidated assets of $229.9 million and the selling bank had assets of $256.6 million at the time of the transaction.
  • Assisted banking client in recovering millions of dollars in past due loans and defended bank in counterclaims filed by borrower.
  • Barnes & Thornburg 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.
  • Barnes & Thornburg represented a bank holding company in the sale of its national bank subsidiary. A venture capital investment group raised $460 million in new capital to recapitalize and acquire the national bank. The national bank was a troubled institution threatened with failure by its regulators.
  • Barnes & Thornburg represented a Fortune 500 company that provides insurance, banking, investments and retirement products to military customers in the negotiation and execution of a mortgage loan purchase and servicing agreement with an aggregator of prime jumbo residential mortgage loans. We also advised on a related subservicing agreement with a mortgage origination and services company. The agreement allows the client to begin originating jumbo residential mortgage loans to its members. The loans will be sold to the aggregator of prime jumbo loans on a flow basis for potential future securitization or other transactions. The client will maintain ownership of the servicing rights and will subservice the loans using the third-party mortgage origination and services company.
  • Barnes & Thornburg represented a publicly traded bank parent company in connection with its $110 million acquisition of a competing bank. As part of this transaction, the client expanded its branch network to twenty-two branches throughout Northern Indiana and Southwestern Michigan. The combination created a banking entity with approximately $1.4 billion in total assets.
  • Barnes & Thornburg represented a savings and loan holding company in a private placement of fixed rate cumulative preferred stock. The sale was made to bank customers and other friends of the bank without the use of a placement agent. Preferred stock costing $5,000,000 was sold in the offering.
  • Barnes & Thornburg represented an Indiana mutual savings bank, in a highly unusual transaction. The Bank transferred its business assets and liabilities to a federal credit union based in Michigan. Following the sale, the savings bank dissolved and distributed its net assets to its former depositors. The credit union had total assets of $1.3 billion and the savings bank had total assets of $88.5 million at the time of the transaction. Consolidations of credit unions and banks and sales of assets by mutual savings banks are rare.
  • In part because of changes made by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), a savings and loan holding company became a bank holding company in connection with the flip of its subsidiary bank’s charter from that of a federal savings association to a commercial bank. The Bank believed that the local Department of Financial Institutions would understand its community banking business model better than the Office of the Comptroller of the Currency, the new regulator the Bank would have acquired under the Dodd-Frank Act had it not changed its charter. Barnes & Thornburg represented the holding company and the bank on this transaction.
  • Represented a leading manufacturer in connection with the syndication of their $160 million revolving line of credit facility (expandable to $250 million) and a $150 million Note Purchase and Shelf Agreement, which closed simultaneously to facilitate the buyout of the company’s ESOP.
  • Represented a leading manufacturer in multiple rounds of financing for various aircraft with an aggregate value in excess of $115 million, including the sale and leaseback of two G-IV aircraft and the acquisition financing for a Falcon 2000EX aircraft and a G-550 aircraft.
  • Represented a leading seller of fractional interests in aircraft in the development of financing documents for a captive financing program.
  • Represented a lender the in the $33.9 million financing of a G-V aircraft, including a reverse 1031 exchange bridge loan to the exchange company.
  • Represented a national banking association as Administrative Agent in a $70 million syndicated revolving line of credit facility (expandable to $105 million).
  • Represented a national banking association as construction lender in the development of a large scale medical office complex located in Grand Rapids, Michigan, including three office towers and a 2,400+ space, multi-level, underground parking deck.
  • Represented a national banking association as lead lender in a $71.5 million construction loan for the construction of a 207 unit, 34 story residential condominium high-rise building.
  • Represented a national banking association as lead lender in multiple rounds of financing in an aggregate amount of $45 million for the construction of a continuing care retirement community facility, including the issuance of multiple series of bank qualified bonds.
  • Represented a national banking association in a secured multi-facility credit agreement with a co-borrower group, including a revolving credit facility, multiple equipment draw facilities and a term loan facility.
  • Represented large financial institution in the development and implementation of multiple payment products for business customers.
PROFESSIONALS

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