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Our Practice OUR PRACTICE Capital Raising Services Operating a business in the financial services industry requires raising and maintaining sufficient capital to comply with minimum regulatory requirements. During the past several years, these requirements have become more onerous for clients seeking to form new entities as well as those that are focused upon significant growth and expansion opportunities. Baker Donelson's team members are well-versed in both banking and securities laws, and we help our clients navigate the complex requirements of both sets of laws in raising capital. Some examples of the capital-raising services we provide for clients in the financial services industry include: Counseling clients on minimum capital regulatory requirements and working with clients to develop capital structures and transaction documents, plus offering procedures that comply with both banking and securities laws. Providing securities advice to clients seeking to raise capital for corporate needs, including evaluating various types of debt and equity instruments to meet those needs. Working with clients to structure capital-raises in conjunction with various types of corporate and regulatory events, such as acquisition opportunities, redemptions of securities from existing investors, and raising capital in response to regulatory enforcement actions. Helping clients with initial public offerings (IPOs) for those businesses whose strategy is to become a public company, and helping clients with going-private transactions for those whose strategy is to cease being a public company. Related Services In addition to assisting clients in the financial services industry with raising capital, our team provides Regulatory and Compliance Services, Corporate Services, and Merger and Acquisition Services. For more information about Baker Donelson's experience and attorneys who advise clients on all aspects of securities law, including raising capital, please refer to the description of our Securities and Corporate Governance practice group. Case Studies Franklin Financial Network, Inc. - Equity Transaction Representative Matters Prepared four private offerings for a bank holding company under Regulation D federal securities exemption, then represented the company in its registration of shares with the Securities and Exchange Commission (SEC) for an IPO, and listed the shares on the New York Stock Exchange. Represented numerous bank holding companies and bank subsidiaries in the issuance of subordinated debt instruments, including a $100 million subordinated debt offering of a bank holding company, a $75 million subordinated debt offering of a state chartered bank in an institutional private offering, and a $250 million subordinated debt offering of a national bank. Represented more than 20 issuers of trust preferred securities raising over $200 million in bank holding company equity, and represented both issuers and holders of trust preferred securities in the redemption and/or sale of such instruments. www.bakerdonelson.com | 1 Represented a public company issuer in $69 million follow-on registered offering of common stock. Represented a purchaser in the $50 million acquisition of a mortgage company and private placement offering of senior debt to fund acquisition. SEC shelf registration of $48 million of TARP securities for re-sale by the Treasury. Represented a bank holding company, closing a successful $13 million private offering of the company’s voting common stock. Shares of the company’s common stock were sold at a premium to book value. The client plans to employ the majority of net proceeds from the transaction to support organic growth of its related bank. Represented NYSE listed financial services company in a $20 million private placement of subordinated notes. Represented bank holding company in a $55 million initial public offering on the New York Stock Exchange. Represented a public bank holding company client in registration of a shelf offering with the SEC and subsequent follow-on equity offering. Represented a bank holding company in the establishment of a variety of classes of tracking stock to fund expansion in new communities, in which the tracking stock shareholders only participated in the earnings of the institution in such communities. Represented a public bank holding company client in the registration of shares with the SEC for the issuance of registered securities in a bank acquisition transaction. Represented more than 25 financial institutions nationwide in seeking government investments through the Troubled Asset Recovery Program (TARP) and the Small Business Lending fund (SBLF), and represented many of these same clients, as well as others, seeking to raise capital to pay off and redeem such instruments. Represented a bank issuer in the offer and sale of capital notes to investors. This transaction was significant due to the complex ownership structure of the holding company and various restrictions on offering securities imposed by the operating agreement of the company. www.bakerdonelson.com | 2.
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