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 Rate Perpetual Non-Cumulative Preferred Stock, Series D.
KeyBanc Capital Markets-led syndicate completes $500 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 of $500 million aggregate principal amount of its 1.600% Senior Notes due 2019 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
KeyBanc Capital Markets-led syndicate completes $600 million Subordinated 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 of $600 million aggregate principal amount of 3.400% Subordinated Notes due May 20, 2026 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
KeyBanc Capital Markets-led syndicate completes $1 billion Senior Notes offering by KeyBank Jones Day represented KeyBanc Capital Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, IFS Securities, Inc. and The Williams Capital Group, L.P., as agents, in connection with KeyBank's issuance of $1 billion of 2.350% Senior Notes due 2019 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
PUBLICATIONS
June 2018 President Trump Signs the First Major Financial Services Deregulation Law in a Decade
November 2017 Department of the Treasury Issues Report Recommending U.S. Capital Markets Regulatory Reforms
August 2017 The Fed's Small BHC Policy Statement—Regulatory Relief for Bank Growth and Acquisitions
August 2017 Volcker Rule Reform Begins
July 2017 Do Banks Need Holding Companies?
June 2017 The Department of the Treasury Issues Recommendations on the Regulation of U.S. Depository Institutions February 2017 Bank Mergers: Managing Regulatory Issues and Termination Risks
January 2017 The OCC's Responsible Innovation Framework and Fintech Bank Charters—Latest Developments
December 2016 Fintech Banks—Comptroller of the Currency Proposes New Special Purpose Charter
August 2016 Financial Crimes Enforcement Network Releases FAQs on Diligence Procedures for Beneficial Owners of Accounts
April 2016 New Guidance on Customer Identification in Prepaid and Other Card Programs
July 2015 Rapid Growth in Online Lending Prompts Information Request from U.S. Treasury
December 2013 Volcker Rule Highlights and Initial Reactions
December 2013 OCC and FDIC Guidance on Supervisory Concerns and Expectations Regarding Deposit Advance Products
July 2013 SEC Approves New Rules Regarding General Solicitation in Certain Private Offerings and Adopts "Bad Actor" Provisions
May 2013 Securities and Exchange Commission Gives Guidance to Non-U.S. Broker-Dealers Through Rule 15a-6 FAQs
February 2013 Consumer Financial Protection Bureau Will Scrutinize Consumer Protection During Mortgage Servicing Transfers
January 2013 D.C. Circuit's Invalidation of NLRB Appointments May Affect the CFPB
November 2012 Basel III: How the New Standards Will Affect Your Bank, Originally published on BankDirector.com
May 2012 Federal Reserve Approves First Chinese Acquisition of a U.S. Bank and Provides Roadmap for International Acquisitions
March 2012 FDIC Failed Bank Director and Officer Claims – Recent Court Decisions Better Define The Landscape
December 2011 TARP and SBLF Repayments by Bank Holding Companies
September 2011 SBLF Capital—Now or Never
August 1, 2011 After the OTS—Should Thrifts Convert to Commercial Banks?,Banking & Finance, Bloomberg Law Reports
June 2011 Value Appreciation Instruments in FDIC-Assisted Acquisitions
May 2011 Capital for Banks from the Treasury's Small Business Lending Fund—Apply by May 16 and Consider Terms Before Closing April 2011 Criminal Actions Against Failed Bank Executives
February 2011 Private Equity Investments in Financial Services Firms: Threading the Regulatory Needle, Bloomberg Law Report
August 2010 More Than Just Financial Reform: Analysis and Observations on the Dodd-Frank Wall Street Reform and Consumer Protection Act
March 2010 FDIC Changes Loss-Sharing on Failed Bank P&As
August 2009 Private Fund Regulation Comes into Focus: An Analysis of the Proposed Private Fund Investment Advisers Registration Act of 2009
June 17, 2009 Financial Regulatory Reform: Administration White Paper Advocates Increased Supervision and Regulation of Financial Firms, Markets, and Products
June 2009 The Credit CARD Act of 2009 – Changes Will Affect Consumers, Card Issuers, Retailers, Colleges, and Investors
June 2009 FDIC Delays the PPIP Legacy Loan Program to Focus on Public-Private Programs to Sell Assets from Failed Banks
May 2009 The Helping Families Save Their Homes Act of 2009 Significantly Changes the TARP, PPIP, and TALF Programs and FDIC Insurance
May 2009 The Federal Reserve's Term Asset-Backed Securities Loan Facility ("TALF") Update: Legacy CMBS and Other Developments
May 2009 The Federal Reserve's Term Asset-Backed Securities Loan Facility ("TALF") Update
March 2009 The Public-Private Investment Program
March 2009 The Federal Reserve's Term Asset-Backed Securities Loan Facility ("TALF")—Expanding New Credit for Consumers and Businesses
March 2009 The Financial Stability Plan's Capital Assistance Program and an Update of the TARP Capital Purchase Program
March 2009 The Supervisory Capital Assessment Program: Stress Test for U.S. Banking Organizations
January 2009 The TARP Capital Purchase Program Expands to Include Subchapter S U.S. Financial Institutions
January 2009 Bank Failures in 2008 and a Look Ahead to 2009
December 2008 Revisiting Notice 2008-83
December 2008 The FDIC Temporary Liquidity Guarantee Program: FDIC Final Rule Makes Program More Useful But Requires Quick Decisions
November 2008 TARP Capital Purchase Program Extended to Qualifying Nonpublic Financial Institutions
November 18, 2008 Private Equity and Community Banks
October 30, 2008 The FDIC Temporary Liquidity Guarantee Program: Opportunities to Enhance Liquidity and Funding
October 2008 Update on the TARP Capital Purchase Program: Action Due by November 14, 2008
October 2008 Federal Reserve Board Releases Interim Final Rule: Capital Treatment of TARP Preferred Stock
October 2008 The TARP Capital Purchase Program: Capital for U.S. Financial Institutions
September 2008 Private Equity Investments in Bank Holding Companies: The Fed Expands and Clarifies Opportunities
August 28, 2008 Bank Failures Create Attractive Opportunities, New York Law Journal Corporate Update
SPEAKING ENGAGEMENTS
January 30, 2018 Make It Happen! Build Value by Innovating, Buying & Selling, Bank Director's 2018 Acquire or Be Acquired Conference Scottsdale, Arizona
August 2, 2017 Street Talk: Podcast says scale still matters for small banks, de novos
January 31, 2017 Should Banks by Fintech Companies? Doing Deals with Fintechs and Banks, Bank Director's Acquire or Be Acquired Conference 2017 Scottsdale, Arizona
November 10, 2016 FinTech and Bank Innovation, American Bankers Association General Counsels Group Washington, D.C.
April 18, 2016 Effects of the Dodd-Frank Act and Post-Credit Crisis Bank Regulation Atlanta, Georgia
September 10, 2015 Unraveling Bank Regulatory Developments Affecting Lending: Leveraged Lending Guidance, Basel III Capital and Liquidity Coverage Ratio Webinar
March 20, 2015 The Fed's Evolving Role and New Responsibilities in Supervision and Regulation: U.S. and Global Implications, panelist, GW Law's Center for Law, Economics & Finance Washington, D.C. January 27, 2015 Why and How to Do a Deal--Learning from Past Successes and Failures, Bank Director's Acquire or Be Acquired Conference 2015 Scottsdale, Arizona
June 26, 2014 An Overview of the Leveraged Lending Market and Banks' Participation in the Market Webinar
January 28, 2014 Bank M&A — Successfully Meeting Regulatory Challenges, Capital & Economic Bank Director's Acquire or Be Acquired 2014 Phoenix, Arizona
January 15, 2014 Lending Outside the Safe Harbor Webinar
October 9, 2013 The New Normal of Consumer Finance Regulation and Compliance: Significant Trends for the Second Half of 2013 Webinar
September 17, 2013 Regulatory Crystal Ball—Understanding The Current Climate, FIG Partners CEO Forum Atlanta, Georgia
August 29, 2013 Basel III Capital Rules Finally Final Webinar
June 11, 2013 CFPB Update: An Agency Begins to Find Its Regulatory Voice Webinar
March 19, 2013 U.S. Banks Teach-In: Return to Normalcy? New York, New York
February 12, 2013 CFPB Update: Enforcement Priorities and Best Practices Before an Evolving Bureau Webcast
January 29, 2013 M&A--Capital Remains King, Bank Director's Acquire or Be Acquired 2013 Scottsdale, Arizona
October 25-26, 2012 What Could Cause the Next Financial Crisis?, moderator, Economics and Finance Fourth Annual Regulatory Reform Symposium, The George Washington University Law School Center for Law Washington, D.C.
October 4, 2012 Proposed Regulatory Capital Rules: Evaluating Their Effect on Community Banks' Capital Planning & Operating Strategies Webinar
September 19-20, 2012 Capital and Capital Planning Under Basel III, FIG Partners' 8th Annual Bank CEO Forum Atlanta, Georgia January 29, 2012 M&A--Capital Remains King, Bank Director's Acquire or Be Acquired 2012 Phoenix, Arizona
December 13, 2011 The Volcker Rule: How it Would Transform the Way Investment Advisers & Their Affiliated Banks Do Business Webinar
October 21, 2011 Dodd-Frank's Future Direction: On Course or Off Track?, The George Washington University Law School's Center for Law, Economics & Finance Washington, D.C.
September 19-20, 2011 Shelf Charters and Blind Pools, FIG Partners' 7th Annual Bank CEO Forum Atlanta, Georgia
July 7-10, 2011 Succeeding in the Current Regulatory Environment, CenterState Bank 2011 Bank Management Conference Amelia Island, Florida
July 2011 Bank Management Conference, CenterState Bank
May 24-25, 2011 SunTrust Robinson Humphrey Bank M&A: The Coming Waves, The 2011 Financial Services Unconference New York, New York
March 28, 2011 SunTrust Robinson Humphrey IPO Workshop Atlanta, Georgia
March 24, 2011 U.S. Banking Industry Outlook: Three Perspectives Webinar
February 17, 2011 Mercer Capital - Community Banking Trends New York, New York
February 10, 2011 FIG Partners West Coast CEO Forum 2011 San Francisco, California
January 6, 2011 FIG Partners - Bank Regulatory Update & Industry Outlook: Making Nonsense Into Sense
November 15 -16, 2010 KBW 2010 DC Conference Washington, D.C.
September 11, 2009 The Next Generation of Banking, The Association for Management Information in Financial Services PPM Conference Atlanta, Georgia October 17, 2008 TARP Capital Purchase Program