Experience

Lead Counsel on Multimillion-Dollar Cross-Border Loan

Served as lead counsel to an international bank on a multimillion-dollar (U.S. and Canadian dollars), cross-border, senior secured loan.

Negotiation of $200 Million Credit Facility

Represented regional bank in negotiation and documentation of $200 million syndicated line of credit facility to industrial real estate developer.

Served as Placement Agent’s Counsel on Bank Holding Company Securities Offerings

Represented multiple investment banks as placement agent’s counsel in offerings of common stock and subordinated debt.

Acquisition of Community Bank and Formation of Bank Holding Company by Investor Group

Represented a group of investors in the formation of a bank holding company and acquisition of a national bank based in Kansas via an interim bank merger.

Sale of a Bank Holding Company by a Bank Holding Company

Represented Village Bancshares, Inc., bank holding company of The Village Bank, St. Libory, Illinois, in its acquisition by First Waterloo Bancshares, Inc., bank holding company of First National Bank of Waterloo, Waterloo, Illinois.

Dismissal of $1 Million Damages Claim and Attorney Fees Award

In this interpleader action in a rural venue against a sympathetic plaintiff, represented a regional bank in defeating a counterclaim seeking over $1 million in damages by obtaining a total dismissal with prejudice in our favor, which included an attorney fees award.

Advise Multiple Bank Holding Companies on Subordinated Debt Offerings

Represented over a dozen bank holding companies as issuer’s counsel in offerings of subordinated debt, including providing legal opinions under New York, Missouri and Illinois law.

Acquisition of a Bank and Bank Holding Company by a Bank Holding Company

Represented Royal Bancshares, Inc., bank holding company of Royal Banks of Missouri, St. Louis, Missouri, in its acquisition of Saints Avenue Bancshares, Inc., bank holding company of Saints Avenue Bank, New London, Missouri, and the subsequent merger of Saints Avenue Bank into Royal Banks of Missouri.

$31.7 Million Acquisition of Bank Holding Company

Represented Fortune Financial Corporation, bank holding company of FortuneBank, Arnold, Missouri, in its merger with a subsidiary of Southern Missouri Bancorp, Inc. (NASDAQ: SMBC), bank holding company of Southern Bank, Poplar Bluff, Missouri. The total merger consideration was approximately $31.7 million, consisting of stock and cash at a 60:40 ratio. In addition, Southern Missouri assumed approximately $7.5 million in subordinated debt.

Documentation of $79 Million-plus Construction Loan

Represented regional bank in connection with documentation of construction loan for development of three commercial warehouses in North Carolina with an aggregate commitment of over $79 million.

Secured Dismissal for Banking Client in Loan, Foreclosure Matter

Secured motion to dismiss in St. Louis County Court for a Missouri state-chartered banking client. The plaintiffs claimed several million dollars in damages related to a loan and foreclosure by the client and filed claims alleging breach of contract, breach of implied covenant of good faith and fair dealing, breach of fiduciary duty, wrongful seizure and liquidation in a prior replevin case, and a wrongful foreclosure sale. The plaintiffs voluntarily withdrew their claims and set forth new claims of negligent misrepresentation or concealment, fraudulent misrepresentation or concealment and breach of contract/third-party beneficiary. The Court granted our motion to dismiss based on arguments of res judicata and failure to state a claim, and dismissed the claims with prejudice.

$108 Million Acquisition of Bank Holding Company

Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.

Payment Authentication Patent Portfolio for Fintech Client

Developed patent portfolio for large fintech client in the area of payment authentication services. Multiple patent attorneys prepared and filed numerous patent applications directed to authenticating online users using client device metadata.

Patent Landscape Analysis for Fintech Client

Conducted patent landscape analyses and ideation sessions for a large fintech client in the area of authenticating online users.

Long-standing Representation of Banks, Lending Institutions in Real Estate Matters

Represented multiple banks, lending institutions and related entities on all matters of real estate including acquisitions, REO management and dispositions, zoning, 1031 exchanges, easements and leases.

TRO Secured for Financial Client

Obtained a temporary restraining order for a wealth management firm against a former employee regarding the violation of a nonsolicitation agreement. The employee, who had provided services to approximately 300 households representing about $50 million in assets, had signed a confidentiality and nonsolicitation agreement stating he would not directly or indirectly do business with or attempt to take away any of his employer’s clients.

Compliance Programs for Financial Institutions Serving Marijuana-Related Businesses

Represent multiple financial institutions regarding compliance programs for providing banking services to marijuana related businesses.

$300 Million Health Care Finance Acquisition

Represented a company in the health care finance industry acquired in a $300 million transaction.

Documentation of $21 Million Loans, Credit Line

Represented regional bank in connection with the documentation of term loans on real estate and equipment and revolving line of credit secured by inventory and accounts totaling $21 million.

$200 Million Syndicated Loan Facility

Represented borrower law firm in the structuring and negotiation of a syndicated loan facility in the amount of $200 million.

$145 Million Credit Facility for Law Firm

Represented borrower law firm in the restructuring and negotiation of an amended and restated credit facility in the amount of $145 million.

$115 Million Credit Facility for Law Firm

Represented borrower law firm in multi-tranche revolving credit facility in the amount of $115 million.

Represented Construction Company in Chapter 11 Reorganization

Represented debtor in Chapter 11, Subchapter V bankruptcy case with contingent liabilities in excess of $25 million and secured indebtedness of approximately $4.5 million, and negotiated consensual reorganization plan with all constituents.

Work-Out of $65 Million Credit Facility

Represented borrower entity in successful work-out of $65 million revolving credit facility and the subsequent asset sale, resulting in full payment to creditors and significant distribution to shareholders.

Obtained Summary Judgment on Consumer Fraud Claim for Mortgage Company

Obtained summary judgment on consumer fraud claim on behalf of mortgage company in dispute with former IT vendor and obtained favorable settlement.

Counsel to Multinational Hedge Fund on Post-Employment Obligations

Counseled multinational hedge fund and financial serves company regarding post-employment obligations of employees.

Representation of Banks, Institutional Lenders in Collection Actions

Obtained numerous judgments for banks and institutional lenders in collection actions against borrowers in default.

Representation of International Bank in Prosecution

Represented international bank in prosecution of claims related to purchase and sale of commercial mortgage-backed securities and collateralized debt obligations (CDOs).

Land Acquisition, Negotiations for Banking Client Expanding Footprint

Negotiated the acquisition of vacant land for the development of two new branch locations for a banking company in Northwest Arkansas. Worked with a local development team to negotiate access, signage and development approvals to facilitate design and construction of the new locations.

Acquisitions for Banking Client’s Southern Expansion

Completed the acquisition of two sites in Northwest and Central Arkansas to facilitate a banking client’s expansion. Worked closely with a local development team to ensure local approval of the bank’s intended development. In addition, the team worked through local and subdivision architectural and site plan approvals, property investigation, site plan development and access negotiations across neighboring properties to ensure that one of the sites, which has a unique topography featuring a 40-foot vertical drop from east to west, was suitable for our client’s intended development.