Financial Institutions
Overview
The collective experience of Barack Ferrazzano’s financial services attorneys encompasses the entire spectrum of a financial institution’s lifecycle. From formation of an institution or holding company through capital raising and regulatory hurdles, through acquisitions and sales, we provide experienced and effective counsel. Our clients include financial institutions of all sizes and types: state and national banks, bank holding companies, money center banks, regional financial institutions, and community banks and thrifts.
Barack Ferrazzano has represented 250+ financial institutions in recent years. We have one of the largest practice groups in the country devoted to servicing financial institutions, with many of our partners and associates devoting their full attention to the representation of financial institutions in corporate transactions, securities, and regulatory matters. Our comprehensive experience has positioned us at the cutting edge of banking innovation, including card products, payment systems, virtual currencies, and fintech relationships.
The Financial Institutions Group has again received both national and Chicago recognition in the U.S. News & Best Lawyers 2020 report. Our practice group was named in the top tiers in the nation in both the Financial Services Regulation Law and Banking and Finance Law categories.
COVID-19
We have been on the forefront of dealing with COVID-19 — especially with issues pertaining to the Coronavirus Aid, Relief, and Economic Security (CARES) Act that directly affect our financial institution clients. We can help your organization navigate the complex, fast-paced, and evolving legal challenges involved with pandemic-related issues.
Visit our COVID-19 Resource Center (https://www.bfkn.com/covid19) to learn more about how we can assist with:
- Paycheck Protection Program (PPP) Issues, such as internal policies, SBA approval processes, borrower applications, bank insider PPP loans, loan documentation, agent fees, servicing, forgiveness, lender liability issues, loan sales and enforcement
- Main Street Lending Programs (MSLP) Issues, such as Main Street New Loan Facility (MSNLF) & Main Street Expanded Loan Facility (MSELF) internal polices, loan documentation, servicing, Federal Reserve Bank loan participations, lender liability issues, loan sales and enforcement
- Other Government Lending Programs & Counseling
- Loan Deferrals, Loan Modifications, Loan Workouts, Enforcement, Litigation & Bankruptcy
- PPP Liquidity Facility Issues
- Third-Party Contract Counseling
- Employment Issues
- Branch & Bank Facility Issues (in light of shelter-in-place orders and related restrictions)
- Holding Company & SEC Reporting Issues
- Internal Policy Reviews
- Regulatory Issues & Developments
Mergers & Acquisitions
SNL Securities rankings listed our Firm as one of the top firms in the nation in number of announced bank and thrift merger and acquisition transactions during the past 10 years. For the last decade, our Firm ranked #1 in the Midwest. In total, we have represented buyers and sellers of financial institutions in more than 200 mergers and acquisitions.
Debt & Equity Financings
Our attorneys participate regularly in debt and equity financings for financial institutions, including acting as issuer's and underwriter's counsel in public offerings of debt and equity securities, counsel for borrowers and lenders in financings secured by bank stock, and counsel for issuers and investors in private placements of preferred and common stock. Barack Ferrazzano has been involved in more than 50 public and private trust preferred offerings as either issuer's or underwriter's counsel.
Regulatory Counsel
In addition to the corporate and transactional aspects of our financial services law practice, we serve as regulatory counsel to a large number of financial institutions. This aspect of our practice is as diverse as the ever-increasing body of statutes and regulations with which financial institutions must comply. Our experience includes: providing advice with respect to legal and other issues arising out of regulatory examinations, enforcement and other troubled institution work, compliance matters such as issues arising out of Regulation Z, the Community Reinvestment Act, privacy laws, alleged unfair, deceptive, or abusive acts or practices (UDAAP) and other statutes and regulations, and applications to regulatory agencies for permission to engage in activities, to offer new and innovative products and services and to consummate transactions for which prior regulatory approval is required.
FinTech, New Products & Banking-as-a-Service (BaaS)
Our regulatory attorneys are uniquely qualified to counsel financial institutions with respect to new products and services, including BaaS, insurance, securities, advisory, real estate brokerage/development, and payments systems. We routinely advise our clients as to the appropriate structure for these activities, as to any licensing or regulatory requirements and as to ongoing compliance matters. We also navigate the unique issues involving FinTech relationships and partnerships, and help our clients navigate these issues with their regulators and examiners. We review or draft necessary contracts, prepare policies and procedures, and provide legal advice on the myriad of laws that apply to the specific client and the specific activity.
With respect to insurance agency activities, we maintain a national practice, representing some of the country’s largest insurance agencies and banks, and we have attorneys conversant with applicable law in all 51 jurisdictions of the United States.
Payment Processing Products & Software
Barack Ferrazzano's attorneys maintain an active practice providing contractual and regulatory advice to banks, thrifts, and other financial institutions across the nation with respect to account, item, and EFT processing and other operational software products. We are familiar with the major providers of processing services, and use our extensive experience in the area to ensure that our clients achieve the solutions sought to ensure optimal operational capability.
Holding Company Reorganizations
In the last several years our attorneys, together with the members of the Bankruptcy & Creditor Rights Group, have represented banking organizations that, usually because of significant debt at the holding company level, face severe financial distress. Our clients have included both bank holding companies seeking to sell a bank subsidiary and buyers who have sought to purchase a bank through a sale conducted under Section 363 of the Bankruptcy Code. We have successfully negotiated and obtained court-approval of break-up fees and other protections for parties purchasing banks under the Section 363 process. Because these transactions often involve complicated tax issues, including the allocation of tax attributes between the seller holding company and the bank being sold and the preservation of tax benefits for the seller or its shareholders, we work with members of our Tax & Business Planning Group to develop a tax strategy for the transaction.
Compensation & Employment
Several attorneys in Barack Ferrazzano’s financial services practice also represent financial institutions with respect to executive compensation and employee benefits issues, including plans funded by BOLI. They are well versed in the unique executive compensation issues involved in a highly regulated and rapidly consolidating industry.
Our Team
The attorneys in our financial services practice are dedicated to staying abreast of developments impacting the industry and our clients. Several have actively participated in drafting financial services legislation and a number are former bank and thrift regulators. Others have engineered a number of transactions and products involving issues of first impression. We regularly alert financial services clients to significant legal and regulatory developments through written executive briefings and personal briefing sessions, and frequently participate in strategic planning meetings with boards of directors and members of senior management.
The members of Barack Ferrazzano’s financial services practice have experience interacting with regulatory agencies, extensive knowledge of the complex body of laws and regulations impacting financial institutions, and a broad understanding of the practical business aspects of the financial services industry.
Two of our financial services lawyers are currently adjunct professors of banking law at the Northwestern University Pritzker School of Law. A number of others have taught banking law at Wake Forest, University of Iowa, Chicago-Kent, and Elon. Our attorneys have also conducted examiner-training programs for state and federal regulatory agencies, served in leadership roles on the Financial Institutions Committees of the American and Chicago Bar Associations, and served on the Bank Counsel Section of the Illinois Bankers Association. One of our attorneys recently completed her four-year term as chair of the American Bar Association's 1,500-member Banking Law Committee and was then appointed to serve on the prestigious Council to the Business Law Section of the ABA. Barack Ferrazzano attorneys are frequent speakers and authors on industry topics, and many regularly serve as instructors at educational programs sponsored by industry trade associations. Our attorneys have authored the definitive text on insurance activities of banks and have served as editors of the two volume handbook for Illinois bankers and bank attorneys.
Our financial services clients also have the luxury of Barack Ferrazzano’s ability to staff based on style. Because our talent runs so deep, we tailor our approach to the needs of general counsel and banking executives alike, and, as a result, we offer exceptional levels of personalized attention and continuity. Additionally, because of the comprehensive nature of our financial services work, complemented by our Firm’s streamlined structure, we can seamlessly tap the talents of attorneys in other practice areas to best serve client needs. Attorneys in our corporate and securities area, as well as in bankruptcy, intellectual property, real estate, taxation, and employee benefits, maintain extensive experience in matters specific to financial institutions, and are frequently called upon to lend input on specialized concerns of relevance to clients.
Experience
Representative Experience
Represents financial services industry professionals in disciplinary matters and administrative enforcement proceedings.
Since 2000, S&P Global Market Intelligence rankings has listed our firm as one of the top firms in the nation in number of announced bank and thrift merger and acquisition transactions. Our firm ranks #1 in the Midwest and #3 in the U.S. respectively. In total, we have represented buyers and sellers of financial institutions in more than 300 mergers and acquisitions.
Issuer’s counsel for the $69.1 million initial public offering of Alerus Financial Corporation (ALRS/Nasdaq), a financial holding company headquartered in Grand Forks, North Dakota (2019 – Raymond James).
Representation of Anchor Bancorp, Inc. in connection with its sale to Old National Bancorp (Nasdaq: ONB).
Represented ATBancorp in connection with the agreement and plan of merger of United American (OTCBB: UABK) into Heritage Bank of Commerce Corp (Nasdaq: HTBK).
Represented Bank First Corporation (Nasdaq: BFC) ("Bank First") — the holding company of Bank First, N.A — in the signing of a definitive agreement to acquire Tomah Bancshares, Inc. ("Tomah"), in an all-stock merger transaction.
Represented many financial institutions with respect to public offerings and private placements of common stock, subordinated debentures and convertible subordinated debentures.
Represented CNB Bank Shares, Inc. in connection with its acquisition of Jacksonville Bancorp, Inc. (Nasdaq: JXSB).
Prepare filings for submission to banking regulators including applications for branch establishment, acquisition and closure, subsidiary formations, and charter conversions.
Represented SBC, Incorporated, the parent company for Countryside Bank, in connection with the acquisition by Wintrust Financial Corporation (Nasdaq: WTFC).
Acted as legal counsel to County Bancorp, Inc. (the “Company”; Nasdaq: ICBK), the parent company of Investors Community Bank, in its offering of $17.4 million in Fixed-to-Floating Rate Subordinated Notes due 2030 to certain qualified institutional buyers and accredited investors in a private placement transaction.
Represented numerous financial institutions in private offerings of debt securities to enhance current capital positions. Successfully structured acquisitions of troubled banks through use of preferred and convertible instruments, including buyer price protections.
Represented Dieterich Bank of Effingham, Illinois, in connection with its acquisition of five Illinois branches of First Bank, St. Louis, Missouri.
Represented First American Bank in connection with its acquisition of Miami-based Continental National Bank, the first Cuban-American owned bank in the U.S.
Represented Main Street in connection with the merger of equals involving First Busey and Main Street resulting in a financial institution with assets of $4.1 billion.
Represented First Busey Corporation (Nasdaq: BUSE), in connection with its definitive agreement to acquire Investors’ Security Trust Company.
Represented First Busey Corporation (Nasdaq: BUSE), in connection with its acquisition of The Banc Ed Corp.
Representation of First Busey Corporation (Nasdaq: BUSE) in connection with its acquisition of First Community Financial Partners, Inc. (Nasdaq: FCFP).
Representation of First Busey Corporation (Nasdaq: BUSE) in connection with its acquisition of Mid Illinois Bancorp Inc.
Represented First Defiance Financial Corp. (“First Defiance”) (Nasdaq: FDEF) in connection with its definitive merger agreement in which United Community Financial Corp. (“United Community”) (Nasdaq: UCFC), will merge into First Defiance in a stock-for-stock transaction.
Represented First BancTrust Corporation (OTCQX: FIRT) in connection with the acquisition by First Mid-Illinois Bancshares, Inc. (Nasdaq: FMBH).
Represented Bankmanagers Corp. and its wholly owned subsidiary, Park Bank, in connection with its acquisition by First Midwest Bancorp, Inc. (“First Midwest”) (Nasdaq: FMBI).
Represented Northern States Financial Corporation (OTCPINK: NSFC), in entering into a definitive agreement in which Northern States merged with First Midwest Bancorp, Inc. (Nasdaq: FMBI).
Represented First Trust & Savings Bank of Albany, Illinois in connection with its planned merger into Morton Community Bank.
Represented Prairie State Bancorp, Inc., the holding company for Farmers State Bank of Danforth, in connection with an acquisition that will merge Farmers State Bank of Danforth into First Trust Bank of Illinois – a First Trust Financial Corp. unit – which will operate under the name First Trust Bank.
Counsel to over 100 state and national de novo banks and bank holding companies across the country. The breadth of our practice has yielded a unique ability among our lawyers to gain familiarity with the laws and bank regulatory agencies of multiple jurisdictions throughout the United States. Established first Illinois state bank organized as a limited liability company.
Represented Guaranty Federal Bancshares, Inc. (Nasdaq: GFED) in connection with the merger with Hometown Bancshares, Inc.
Represented Heartland Financial USA, Inc. in the sale of its consumer finance subsidiaries Citizens Finance Co. and Citizens Finance of Illinois Co., and the completed sale of their existing loan portfolios to American Credit Acceptance, LLC.
Served as underwriter counsel in connection with the $34.5 million follow-on equity offering of Mackinac Financial Corporation (Nasdaq: MFNC).
Represented Gateway Banc Corp. in connection with its definitive merger agreement with McLaughlin Holding Company.
Represented ISB Financial Corporation in connection with the merger of equals involving ISB Financial and MidWestOne Financial Group, Inc. resulting in a financial institution with assets of $1.5 billion
Represented Midland States Bancorp, Inc. (Nasdaq: MSBI) in connection with its acquisition of Alpine Bancorporation, Inc.
Represented Midland States Bancorp, Inc. (Nasdaq: MSBI) in connection with its definitive agreement to acquire 100% of HomeStar common stock, and its wholly owned subsidiary HomeStar Bank and Financial Services, in exchange for 405,000 shares of Midland common stock and a commitment to provide approximately $23.5 million in debt financing to enable HomeStar to retire outstanding trust preferred securities.
Representation of Midland States Bancorp, Inc. (Nasdaq: MSBI) in connection with its acquisition of Centrue Financial Corporation (Nasdaq: CFCB).
Representation of Midland States Bancorp, Inc. (Nasdaq: MSBI) in its $80.1M initial public offering of common stock.
Represented Andalusia Community Bank, in executing an agreement and plan of merger with Midwest Bank, a wholly-owned subsidiary of Western Illinois Bancshares, Inc.
Represented ATBancorp in connection with the acquisition by MidWestOne Financial Group, Inc. (Nasdaq: MOFG).
Represented Northwest Suburban Bancorp, Inc. with respect to its sale for $140 million to Midwest Banc Holdings, Inc.
Represented Prairie Financial Corporation in connection with its $122 million acquisition by Integra Bank Corp.
Represented multiple sponsors in their formation of and capital raising for private investment funds, investment advisory, regulatory, and corporate matters for such funds, including, hedge funds, managed futures funds, commodity pools, and private equity funds.
Represented QCR Holdings, Inc. (Nasdaq: QCRH) in connection with its acquisition of Bates Financial Advisors, Inc., Bates Financial Services, Inc., Bates Securities, Inc., and Bates Financial Group, Inc.
Represented QCR Holdings, Inc. (Nasdaq: QCRH) in connection with the divestiture of its wholly-owned subsidiary, Rockford Bank and Trust Company, to Illinois Bank & Trust, a wholly-owned subsidiary of Heartland Financial USA, Inc. (Nasdaq: HTLF).
Represented QCR Holdings, Inc. (Nasdaq: QCRH) in connection with its acquisition of Springfield Bancshares, Inc.
Served as counsel to PGB Holdings, Inc. and its wholly-owned subsidiary, Pacific Global Bank ("PGB"), in their acquisition by RBB Bancorp (Nasdaq: RBB) and its subsidiary, Royal Business Bank.
Advised numerous banks regarding federal and state compliance matters involving lending, deposits, and operations.
Assisted numerous clients regarding regulatory examination issues and negotiated more than 100 enforcement actions. Represented many troubled banks regarding insolvency and potential receivership issues.
Represent multiple publicly-traded bank holding companies.
Represented St. Joseph Capital Corp. with respect to $77 million sale to Old National Bancorp.
Prepare agreements for treasury management products including remote deposit capture, ACH origination and internet banking.
Represented a number of financial institutions with respect to their application and receipt of funds under Treasury's Capital Purchase Program.
Represents H.F. Gehant Bancorp, Inc. in connection with its definitive merger agreement with Tri-County Financial Group, Inc. (OTCQX: TYFG), in which Tri-County will acquire its subsidiary H.F. Gehant Banking Co.
Represented USAmeriBancorp, Inc. (OTC Pink: USAB), in connection with its merger with Valley National Bancorp (NYSE: VLY).
Represented American Enterprise Bank in entering into a definitive agreement with Northbrook Bank & Trust Company, a subsidiary of Wintrust Financial Corporation (Nasdaq: WTFC), in which Northbrook Bank & Trust Company acquires certain assets and assumes certain liabilities of American Enterprise Bank.
Acted as legal counsel to STC Bancshares Corp. in connection with its pending acquisition by Wintrust Financial Corporation (Nasdaq: WTFC).
Clients
Representative Clients
Representation of Bridgewater Bancshares, Inc. (Nasdaq: BWB) and its subsidiary Bridgewater Bank (HQ: Minnesota) in M&A, IPO, subordinated debt, and other transactions.
Representation of Level One Bancorp, Inc. (Nasdaq: LEVL) and its subsidiary Level One Bank (HQ: Michigan) in M&A, IPO, subordinated debt, and other transactions.
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