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Chip Macdonald CHIP MACDONALD [email protected] OF COUNSEL Atlanta Financial Institutions Litigation & Regulation (T) +1.404.581.8622 Capital Markets (F) +1.404.581.8330 Banking & Finance Chip MacDonald is a financial services lawyer who focuses on mergers and acquisitions, public and private securities, regulatory, governance, and policy issues for clients engaged in this industry. Since 1979, he has helped domestic and international clients including bank holding companies, banks, investment banks, broker-dealers, investment managers, and fintech companies. He advises senior management and boards of directors. Chip also provides strategic and transaction guidance, including evolving areas such as regulatory relief and financial services policy. A growing area is the fintech industry, particularly its regulation and relationships with state, federal, and foreign regulators and traditional financial services companies. Clients range from global banks such as Citibank and BNP to regional and community banks. He often advises commercial businesses with respect to relationships and services with their financial services providers. Chip advises clients frequently regarding financial services mergers and acquisitions, including lines of business transactions and private equity investments and recapitalizations; asset and liability transactions, including branch sales, credit cards, and guaranteed investment contract (GIC) liabilities; public and private securities offerings; Volcker Rule, structuring products and relationships among financial services and commercial and fintech companies, including joint ventures, stake out investments, and retailer credit card and payment programs; investments and risk management; and bank, trust company, credit card, fintech, and other financial services charters. Chip has been featured in numerous editions of The Best Lawyers in America, Chambers USA "Leading Lawyers," Georgia Super Lawyers, and in Who's Who Legal. He frequently writes and speaks, often being quoted regarding financial services. EDUCATION University of Virginia (J.D. 1979; M.B.A. 1979); Washington and Lee University (B.S. 1975) BAR ADMISSIONS Georgia and Alabama EXPERIENCE HIGHLIGHTS KeyBank issues $350 million of Subordinated Bank Notes Jones Day represented KeyBanc Capital Markets Inc. and the other agents, in connection with KeyBank National Association’s offering of $350 million aggregate principal amount of 3.900% Subordinated Bank Notes due April 13, 2029 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933. KeyBank issues $1.0 billion of Senior Bank Notes Jones Day represented KeyBanc Capital Markets Inc. and the other agents, in connection with KeyBank National Association’s (“KeyBank”) offering of $400 million aggregate principal amount of Floating Rate Senior Bank Notes due February 1, 2022 and $600 million aggregate principal amount of 3.300% Senior Bank Notes due February 1, 2022 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933. KeyBanc Capital Markets-led syndicate completes $500 million offering of 4.150% Senior Notes Jones Day represented KeyBanc Capital Markets Inc., as lead-left book-running manager, together with the other underwriters, in connection with KeyCorp's public offering of $500 million of 4.150% Senior Notes due October 2025 under KeyCorp's Medium-Term Notes Program. KeyBanc Capital Markets-led syndicate re-establish bank note program for issuance of $20 billion aggregate principal amount of Unsecured Senior and Subordinated Notes of KeyBank National Association Jones Day represented KeyBanc Capital Markets Inc., Morgan Stanley & Co., and other dealers in connection with the re-establishment of a bank note program for the issuance of up to $20 billion aggregate principal amount of Unsecured Senior and Subordinated Notes of KeyBank National Association. KeyBanc Capital Markets-led syndicate completes $425 million public offering of Depositary Shares Jones Day represented Morgan Stanley & Co., KeyBanc Capital Markets Inc., and the other underwriters in connection with KeyCorp’s $425 million public offering of 17,000,000 Depositary Shares, each representing a 1/40th ownership interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F. Next Insurance raises $83 million in Series B round Jones Day represented Next Insurance, Inc., an online insurance company for entrepreneurs and small businesses, in connection with its sale of $83 million of Series B Convertible Preferred Stock in a private placement led by to Redpoint Ventures. KeyBanc Capital Markets participates in $500 million Senior Notes offering by KeyBank Jones Day represented KeyBanc Capital Markets Inc. in connection with KeyBank National Association’s offering of $500 million aggregate principal amount of 3.350% Senior Notes due June 15, 2021 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933. KeyBanc Capital Markets-led syndicate completes $750 million offering of 4.100% Senior Notes Jones Day represented KeyBanc Capital Markets Inc.; Goldman Sachs & Co. LLC; J.P. Morgan Securities LLC; Morgan Stanley & Co. LLC; Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC; Academy Securities, Inc.; and CastleOak Securities, L.P. in connection with KeyCorp's public offering of $750 million of 4.100% Senior Notes due April 2028 under KeyCorp's Medium-Term Notes Program. KeyBank Capital Markets-led syndicate completes $500 million Senior Notes offering by KeyBank Jones Day represented KeyBanc Capital Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Credit Suisse Securities (USA) LLC, as lead agents, in connection with KeyBank National Association’s offering of $500 million aggregate principal amount of 3.375% Senior Notes due March 7, 2023 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933. Fifth Third Securities acquires Coker Capital Advisors Jones Day advised Fifth Third Securities, Inc., the investment banking unit of Fifth Third Bank, in its acquisition of Coker Capital Advisors, a healthcare focused investment banking firm. KeyBanc Capital Markets-led syndicate completes $750 million Senior Notes offering by KeyBank Jones Day represented KeyBanc Capital Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, and Credit Suisse Securities (USA) LLC, as lead agents, in connection with KeyBank National Association’s issuance of $750 million aggregate principal amount of 2.300% Senior Notes due September 14, 2022 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933. J.P. Morgan acts as agent in KeyCorp’s establishment of its MTN program Jones Day represented J.P. Morgan Securities LLC, as lead agent, in KeyCorp’s establishment of its Medium-Term Notes program. KeyBanc Capital Markets-led syndicate completes $600 million Senior Notes Offering by KeyBank Jones Day represented KeyBanc Capital Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Academy Securities, Inc., and CastleOak Securities, L.P., as agents, in connection with KeyBank's issuance and sale of $600 million aggregate principal amount of its 2.400% Senior Bank Notes due June 9, 2022 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933. KeyBanc Capital Markets-led syndicate completes $500 million public offering of Depositary Shares Jones Day represented Morgan Stanley & Co. LLC; Goldman, Sachs & Co.; J.P. Morgan Securities LLC; KeyBanc Capital Markets Inc.; UBS Securities LLC; and Wells Fargo Securities, LLC, as underwriters, in connection with KeyCorp’s $500 million public offering of 20,000,000 Depositary Shares, each representing a 1/40th ownership interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E. KeyBanc Capital Markets-led syndicate completes $750 million Senior Notes offering by KeyBank Jones Day represented KeyBanc Capital Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Academy Securities Inc., and CastleOak Securities L.P., as agents, in connection with KeyBank's issuance and sale of $250 million aggregate principal amount of its Floating Rate Senior Bank Notes due November 22, 2021 and $500 million aggregate principal amount of its 2.500% Senior Bank Notes due November 22, 2021 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933. Goldman Sachs and Sandler O'Neill lead $150 million underwritten public offering of notes for First Midwest Bancorp, Inc. Jones Day represented Goldman Sachs & Co.; Sandler O’Neill & Partners, L.P.; and Stephens Inc., as underwriters, in connection with First Midwest Bancorp, Inc.’s, a bank holding company with a principal operating subsidiary, First Midwest Bank, $150 million public offering of 5.875% Subordinated Notes due 2026. KeyBanc Capital Markets-led syndicate completes $525 million public offering of Depositary Shares Jones Day represented Morgan Stanley & Co. LLC, Goldman Sachs & Co., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Academy Securities Inc., and CastleOak Securities L.P., as underwriters, in connection with KeyCorp’s $525 million public offering of 525,000 Depositary Shares, each representing a 1/25th ownership interest in a share of Fixed-to-Floating
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