Financial Services

Overview

“A pre-eminent banking and finance practice that represents leading banks and lenders across the region and the country.”

— Chambers USA

The financial services industry continues to undergo unprecedented change and uncertainty. The aftermath of the financial crisis and recent technological advances have completely re-written the regulatory landscape and fundamentally reshaped the business model for the industry. Effective and innovative responses to this new environment are critical to our clients’ ability to remain competitive and execute on their core strategies.

Our attorneys serve financial institutions and holding companies of all types; ranging in asset size from several million dollars to multi-billion dollar entities. Whether it’s day-to-day corporate operations or structuring and closing complex loan and securities transactions, we provide practical advice and innovative solutions that meet our clients’ overall business objectives. 

We provide strategic advice to the financial services sector across a broad spectrum of clients:

  • Banking: banks and bank holding companies, finance companies, mortgage lenders, servicers, thrifts, asset managers, special purpose entities, and structured finance originators
  • Securities and Capital Markets: investment banks, financial advisers, underwriters, trustees, placement agents, and acquirers in financial institution-related transactions
  • Asset and Investment Management: private equity funds, hedge funds, private investors, pension funds, mutual funds, and real estate investment trusts (“REITs”)
  • Insurance: insurance recovery for policyholders
  • Markets, Exchanges, and Market Infrastructure: securities exchanges, clearing and settlement organizations, options and commodities exchanges, trading platforms, and swap execution facilities.

How We Can Help

Blank Rome has extensive experience advising financial services clients on a wide range of legal and regulatory issues and risks as well as crucial, strategic transactions. We are actively advising clients on Dodd-Frank Wall Street reform (including the Volcker Rule, derivatives reform and resolution and recovery planning), the Consumer Protection Act, and capital and liquidity requirements under Basel III, to name a few areas.

Our broad range of work includes:

Mergers and Acquisitions

  • mergers and acquisitions of various financial institutions 
  • divestitures and conversions 
  • sale, acquisition, and servicing of loan portfolios, including negotiation, structuring, and evaluation of agreements to acquire various types of asset portfolios

Finance and Capital Markets

  • commercial loan transactions 
  • securities offerings (public offerings and private placements) 
  • real estate lending, including Freddie Mac and Fannie Mae 
  • structuring and documenting consumer credit products and services 
  • alternative fund formation, management, and operation 
  • distressed and par loan trading (portfolio sales and transfers)
  • asset securitization and structured finance 
  • SEC and exchange matters, and state and federal securities law compliance 

Litigation

  • Bank Secrecy Act compliance
  • challenges to conveyances in: fraud of creditors, lien priority, and contract disputes; creditors’ rights; environmental issues; white collar defense and investigations

Bankruptcy and Restructuring

  • creditors’ committee representations 
  • chapter 11 organization and out-of-court restructurings 
  • secured lenders and select creditors representations 
  • subprime lending matters 
  • distressed investments and Section 363 asset sale transactions 

Corporate Advisory

  • corporate governance 
  • fiduciary duties and Sarbanes-Oxley compliance 
  • crisis management 

What Sets Us Apart

  • Our attorneys have a diverse range of backgrounds including partners who served in significant senior positions with the industry’s primary regulators, in law enforcement and in the general counsel’s office of the largest diversified financial services firms. 
  • We are ranked in 2018 U.S. News & World Report–Best Lawyers (Woodward/White Inc.) for Banking and Finance Law: Tier 1 (National and Philadelphia) and Tier 3 (D.C.).

  • 2013-2017 Chambers USA ranked the Firm Tier 1 in Pennsylvania for Banking & Finance. 

  • Our financial services industry team knows the inner workings of the SEC, the OCC, the FDIC, and the OTS and one of our government relations principals is the former legislative counsel to the U.S. Senate Banking and Governmental Affairs Committee.

  • Our attorneys hold leadership positions in several financial services industry trade groups and legal organizations and are frequently called upon to speak to organizations such as the Mortgage Bankers Association, Commercial Finance Association, and the Equipment Leasing and Finance Association.

Experience

Mergers and Acquisitions

  • Represented PNC Bank in connection with the acquisition of National City Bank, including the merger of National City’s leasing subsidiary into PNC’s leasing subsidiary.
  • Represented the parent company of a Mid-Atlantic regional bank in the acquisition of Palm Beach County Bank, valued at $400 million.
  • Represented a holding company for a central Pennsylvania bank in the $1 billion acquisition of Sun Bancorp and the $15 million trust preferred offering.
  • Represented a commercial and consumer banking services holding company in the $100 million merger/conversion by Keystone Financial Savings Bank.
  • Represented a savings-and-loan holding company in its merger with MainSource Financial Group, Inc., valued at $36.1 million.
  • Represented a national leasing company in connection with the acquisition of several multi-million dollar equipment lease portfolios.
  • Represented Siena Capital Finance in connection with its spin-off from Burdale Capital Finance (a subsidiary of Wells Fargo Bank) and its capital formation.
  • Represented Commerce Bancorp Inc. in connection with the acquisition of eMoney Advisor, Inc. 
  • Represented a publicly-traded mortgage and retail banking services company in its merger with Stark Bank Group, valued at $27 million, and in closing $4.0 million private placement of preferred stock.
  • Represented Automated Trading Desk, Inc. in its $680 million merger with Citigroup, Inc.
  • Represented a publicly-traded bank holding company and its state bank subsidiary in an $18.7 million asset purchase of Beach Bank, a Florida commercial banking association.
  • Represented Sun American Bank in its merger with Independent Community Bank, valued at $41.1 million.
  • Represented a bank holding company for a central Pennsylvania bank in a $388 million merger with F.N.B. Corporation.
  • Represented a bank holding company for a Mid-Atlantic regional bank in the acquisition of three New Jersey-based banks.
  • Represented a bank holding company in New York City in connection with the acquisition of a bank headquartered in New York and New Jersey valued at $110 million.
  • Represented a venture capital fund in its investments in a Kentucky bank holding company valued at $50 million and in a North Carolina bank holding company valued at $80 million.
  • Represented Berkshire Bancorp Inc. and its subsidiary, The Berkshire Bank, in a $30 million acquisition of GSB Financial Corporation and its subsidiary, Goshen Savings Bank.

Finance and Capital Markets

  • Represented a national bank, as agent and lender, in the $602 million senior secured revolving credit facility to provide working capital needs and in connection with an acquisition for a consumer finance company. 
  • Represented a bank equipment finance subsidiary as equity investor in $325 million leveraged lease financing for locomotives leased to U.S. Class I railroad.
  • Represented the lender in a $531 million loan to refinance a 5,881-unit housing complex in New York, and the largest publicly assisted affordable housing complex in the nation.
  • Represented a leading commercial lending, investment, and asset management business in the $379 million mezzanine loan and the $250 million senior loan related to the merger and privatization of one of the nation’s largest long term care providers.
  • Represented an agent in $230 million syndicated credit facility to support a sponsor’s acquisitions of two separate leading global equipment manufacturers.
  • Represented a leading consumer finance company in connection with its participation in a $185 million syndicated credit facility to finance working capital needs of a leader in the consumer loan industry.
  • Represented a national bank in a $75 million revolving credit facility to an auto dealership and consumer financing company for working capital purposes.
  • Represented the parent company of a Mid-Atlantic regional bank in the:
    • $250 million public offering of common stock underwritten by Merrill Lynch
    • $300 million of underwritten trust preferred stock
  • Represented a multi-bank holding company in $25 million underwritten secondary offering.
  • Represented the parent company of a Mid-Atlantic regional bank in $200 million secondary public offering underwritten by Sandler O’Neill.
  • Represented the banking service provider and holding company in $30 million private placement with registration rights of common stock and warrants.
  • Represented a publicly-traded mortgage and retail banking services company in the $4 million private placement of Series A convertible preferred stock.
  • Represented Ryan Beck and Sandler O’Neill in a $25 million underwritten public offering for a New York-based bank holding company.
  • Represented Berkshire Bancorp Inc. in a $60 million private sale of preferred stock.

Litigation

  • Successfully represented Universal Bank in lender liability suit related to the plaintiff’s failed purchase and sale of a distressed promissory note in which the plaintiff alleged that Universal Bank breached the purchase and sale agreement by delaying the approval of participating banks. After successfully defeating several claims at the summary judgment stage, as well as a request for a jury trial, the case went to trial before a judge on only one claim for breach of the implied covenant of good faith and fair dealing. We are still awaiting a decision from the court on the final claim.
  • Successfully represented a national banking institution in a claim by a commercial borrower in a fraud and breach of contract action brought in the Napa County Superior Court. The alleged fraud involved the sale of an interest rate swap agreement in connection with a commercial loan for a commercial property. After a demurrer and initial discovery that focused the plaintiff’s viable claims to a very narrow set of facts which were easily disprovable, the parties negotiated a settlement that was favorable to the client. 
  • Successfully represented Sunwest Bank in an unfair competition, Lanham Act, and false advertising case, in which Sunwest had inadvertently published misleading advertisements about the financial stability of Pacific Western Bank, securing a favorable settlement after successfully obtaining an order striking the only declaration supporting the plaintiff’s damages claims.
  • Representing Zions First National Bank, a Utah-based bank active in the Western states, in a complex and novel class action brought against it in the Eastern District of Pennsylvania. Zions was sued by the plaintiff, Reynaldo Reyes, a putative class representative, for violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”). Mr. Reyes contends on behalf of a putative class of over 500,000 consumers that Zions knowingly facilitated and/or turned a blind eye to telemarketing and Internet marketing fraud conducted by the bank’s customers, so the bank could profit from the telemarketers’ fraudulent activities. This case involves legal and factual issues relating to electronic payments, initial and ongoing customer due diligence, and bank compliance practices generally. In July 2016, the Eastern District Court of Pennsylvania preliminarily approved a favorable settlement between Zions and the plaintiff class.
  • Intervened on behalf of Wells Fargo in Dodd-Frank enforcement proceeding brought by a New York State agency against Condor Capital Corp. in order to protect its interest in an outstanding $270 million loan facility. Subsequently obtained full satisfaction of loan facility, including default interest and attorney’s fees.
  • Represented a bank in response to a subpoena issued pursuant to the Financial Institutions Reform, Recovery and Enforcement Act in connection with the Department of Justice’s Operation Chokepoint, including detailed review of client’s compliance policies and procedures and conducted regular interaction with government attorneys.
  • Successfully represented a former Chief Compliance Officer of a money services business in the first-ever involuntary civil enforcement litigation seeking to hold an individual liable for an entity’s failure to have an adequate anti-money laundering policy as required by the Bank Secrecy Act.
  • Successfully represented a monoline insurer in a case involving the improper sale of credit-impaired reference obligations underlying a credit default swap, obtaining partial summary judgment and subsequently, a favorable settlement.

Bankruptcy and Restructuring    

  • Represented an agent bank under prepetition syndicated ABL loan and post-petition DIP financing to 168-store supermarket chain in the Haggen chapter 11 case.
  • Represented a bank group agent in prepetition restructuring and bankruptcy of Hussey Copper and its affiliates, including DIP financing and a successful 363 sale, resulting in full repayment of all bank group obligations.
  • Represented “first out” lenders in connection with Radio Shack’s $285 million DIP loan, which was approved after contest where unitranche structure tested.
  • Represented a prepetition agent which provided $1.3 billion loan facility for confirmed chapter 11 case of a major entertainment company.
  • Represented a member of syndicated bank group in out-of-court restructuring of revolving loan secured by fisheries assets and vessel mortgages.
  • Represented an agent in efforts to complete out-of-court restructuring of $189 million syndicated loan to owner of deep water drill ship prior to bankruptcy filing in Delaware.
  • Represented an agent bank in respect of $50 million DIP loan and $60 million exit loan in oil and natural gas producer chapter 11.
  • Represented a DIP lender in respect of $80 million commitment to support possible stand-alone equity backed plan for international golf equipment and goods retailer.
  • Represented a DIP lender in Chapter 11 bankruptcy involving asset sale and GOB sales for approximately 90 retail locations.
  • Represented a member of syndicated bank in out-of-court restructuring of term and revolving loans secured by E&P services equipment.
  • Represented a senior secured lender in the chapter 11 cases of a bottler and beverage company and related litigations over $805 million fraud.
  • Represented a prepetition lender to a vineyard and related winery in a successful Chapter 11 reorganization involving multiple tiers of debts.
     

Team

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