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Represented bank holding company in connection with the issuance of stock in private placement to an investor group whereby the investor group became a bank holding company and acquired control of the existing bank and bank holding company. Negotiated employment agreements and severance arrangements for various officers. Assisted in obtaining necessary regulatory approvals. Obtained approval of new executive officers and directors. Transaction size of approximately $10 million.
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Represented depository institution facing imposition of formal enforcement actions, including negotiation of time frames, scope of third-party management review, and consideration of director liability and disclosure issues.
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Represented a community bank in its bid for, and acquisition of, substantially all of the assets and deposit liabilities of a failed depository institution in receivership from the FDIC. Negotiated terms under which the acquirer, which was a smaller depository institution than the target, would be permitted to bid. Assisted in developing transitional plans for operation of the combined entity. $100+ million.
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Represented general partner of multiple low-income housing tax credit supported apartment projects which have completed the tax credit and compliance periods which desire to acquire the interest of the limited partner in a manner which would facilitate future redevelopment of the properties. Develop structures that permit parties to obtain acquisition credits, consider various valuation issues, negotiate terms of exit for the limited partners, obtain private letter rulings, analyze tax liabilities, consider impact on upper tier investors, and negotiate contract terms.
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Sale of substantial participating interest in a pool of limited partnership interests in various low income housing tax credit supported projects to a financial institution investor.
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Conversion of a bank from a national to a state charter, including related regulatory and corporate actions.
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Corporate and securities steps to authorize the issuance of consideration of fiduciary issues relating to the sale of preferred stock to a group of directors in order to supplement the capital of a bank.
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Bulk reinsurance transaction for life insurer in rehabilitation.
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Establishment of a multi-member captive insurance company domiciled in the Cayman Islands, including reinsurance transactions, capital raising activities and corporate organization.
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Obtained authorization from the Board of Governors of the Federal Reserve System for banks to utilize work opportunity tax credits by investing in employee leasing firms which target nonprofit and governmental clients. Obtained similar authorization under Alabama banking law.
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Analyzed risk issue for depository institution making a leverage loan in connection with a qualified equity investment in a community development entity which in turn made loan to a borrower developing a lumber mill. Negotiated intercreditor terms with equity investor and forbearance and repurchase arrangements with the community development entity and its sponsor. $20 million.
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Securities issued to directors in order to supplement the capital of a bank which required consideration of compliance with existing regulatory agreements, including steps to authorize issuance, and consideration of fiduciary issues. $2 million.
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Representation of a public company investor in a community development entity, which, in turn, made a qualifying low-income community investment in an operating business.
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Represented bank in making a bank holding company loan secured by stock of the bank owned by the borrower and director guaranties. Negotiated provisions under various regulatory provisions with respect to the structure of the loan and its permissibility. $7 million.
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Represented bank in an investigation by supervisory authorities concerning overdrafts approved by former executive officers without the knowledge of the board of directors.
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Representation of community bank in connection with Regulatory Enforcement Order, including negotiation of agreement terms with federal and state regulators and advising board of directors.
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Represented the general partner of tax credit partnerships which have completed compliance period in sale of those interests to third parties. Analyzed tax implication on seller based on capital accounts and other factors. Provided detailed transitional provisions regarding management and reporting.
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Provided turnkey representation for lender or loans to a project supported by low-income tax credits, HOME funds, and Tax Credit Exchange Program grant for affordable housing. Reviewed applications and agreements to confirm existence and viability of other funding. Completed review of land use matters and construction and rehabilitation arrangements. $6 million.
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Sale of substantially all of the assets and transfer of liabilities of a consumer finance company. Addressed licensing issues, regulatory compliance and loan repurchase indemnities. $6 million.
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Enforcement of liens and guaranties in a mulit-owner project involving nonprofits and multiple layers of financing. Analysis of tax credit recapture and redeployment issues.
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Bankruptcy proceeding related foreclosure on low income housing tax credit supported apartments.
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Represented developer on a $60 million multiphase affordable rental and home ownership redevelopment of public housing project using HOPE VI funds and Low Income Housing Tax Credits.
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Appeal from the decision of the Zoning Board denying special use exception for the construction of low income housing tax credit supported apartments. Summary judgment granted.
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Acquisition of Liberty Southern Insurance Company by National Security Group.
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Credit facility for low income housing tax credit supported acquisition rehabilitation transaction involving the United States Department of Agriculture Rural Development financing.
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Preparation and negotiation of partnership, lease and related documents relating to syndication of historic tax credits to a bank investor. Obtained regulatory authorization for equity investment by bank.
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Corporate organization, obtaining regulatory approval and formation of a community development entity subsidiary of a depository institution.
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De novo formation of Alabama chartered FDIC insured bank, including regulatory applications, securities offering and related matters.
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Representation of a public company investor in a community development entity which, in turn, made a qualifying low income community investment in an operating business.
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Sale of substantially all of the assets and transfer of liabilities of a consumer finance company.
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Member of regulatory and industry working group involved in preparation of initial draft of a revision to the existing regulation to modernize and clarify obligations of financial institutions in maintaining financial records.
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Participation in regulatory and industry working group preparing a draft of a regulation concerning credit life and disability insurance.
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Preparation of limited partnership agreement, review of tax credit application, real estate due diligence and negotiation of guaranties with developer, and coordination of financing with United States Department of Agriculture Rural Development. $8 million.
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Represented acquirer of a failed bank in litigation brought by former shareholders seeking to assert ownership interest in stock of certain subsidiaries of the failed bank notwithstanding purported conveyance by the FDIC to the acquirer. Simultaneous proceedings to obtain indemnity from the FDIC under the Purchase and Assumption Agreement.
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Litigation concerning the construction and applicability of arbitration provision to an insurance company in a rehabilitation proceeding.
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Creation of a commercial condominium structure to include and exclude specific parts of a single building within the "low-income" units and to meet other governmental requirements in order to obtain specific subsidies. Addressed public use requirements for facilities that previously catered to specific segments of the population. Addressed related party issues in sale in order to obtain credits with respect to purchase of the building by the partnership owner. $15 million.
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Represented bank holding company in an initial public offering and listing on NASDAQ Global Market exchange, including negotiation of underwriting agreement, development of internal corporate governance policies, and review of Regulation FD procedures, all on an expedited time frame.
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