Disruptive change continues to remake the financial industry, feeding an appetite for creative transactions involving both traditional banking entities and emerging fintech companies. The convergence of these two sectors has created a lively market for companies seeking partners who can help fill the exploding demand for faster, smarter and more mobile financial services.
In the same fashion, regional and community banks continue to grow organically and through the acquisition of other traditional financial institutions. They frequently seek private and public capital to support their growth and meet the day-to-day challenges of operating in a highly regulated environment.
Many forces drive these transactions. Regulatory pressures—and expensive compliance rules—encourage the formation of larger business platforms to help spread the costs and require enhanced capital structures. Meanwhile, innovative technology providers have brought new forms of competition, tempting more traditional players to join forces with tech-forward newcomers who might otherwise intrude on their markets or direct financial institutions to join with others to build efficiencies.
The legal issues that accompany these transactions can be remarkably complex, especially when heavily regulated community and regional banks seek to combine or partner with fintech providers whose regulatory framework is still in the formative stage.
Decades of Experience Work to Your Advantage
Manatt brings a long record of success to this dynamic environment. Our in-depth understanding of the financial services industry goes back five decades, during which time we have participated in many of the seminal transactions that have defined the industry.
We have formed lasting relationships with key players in both the public and private sectors, and our clients include some of the industry’s largest and most influential brick-and-mortar institutions. At the same time, we have served as a frequent catalyst in the emergence of the new breed of digital technology companies that are currently reshaping the financial services landscape.
Our counsel to clients helps them successfully navigate through regulatory challenges and we regularly advise boards of directors and senior officers on how to meet their compliance obligations. We can advise you on the full range of regulatory issues and prepare you for new and evolving responsibilities. We help your company engage with your counterparts and interface with your communities. We are especially attuned to issues that arise from the marriage of regulated and unregulated entities.
In an industry where credibility is paramount, our strong skills, deep experience and solid relationships stand out against a backdrop of robust transformation.
Who we work with
Our team works with every type of financial institution in banking, consumer financial services and global payments. They include:
- Community, regional, national and foreign banks
- Consumer financial service providers and mortgage leaders
- Payment providers, processors and networks
- Marketplace lenders
- Investment banks
- Specialty finance companies
- Fintech companies
- Trust companies
- Underwriters and placement agents
What we do
Our services include:
- General corporate, securities and tax
- Contract review and negotiation
- Corporate governance
- Bank formation (de novo)
- Fairness opinion review
- M&A transactions
- Cash management
- Due diligence
- Capital markets
- Creditors’ rights
- Public company reporting
- Regulatory advice and compliance
- Real estate, commercial and mortgage lending
- State money transmitter laws
CP III Rincon Towers, Inc., purchaser of a secured loan from the Maiden Lane Commercial Backed Securities Trust 2008-1, in an action in U.S. District Court for the Southern District of New York, to recover $50 million under a guaranty. The Second Circuit Court of Appeals in a unanimous opinion recently reversed the trial court’s order granting summary judgment to defendant guarantor and remanded for trial.
One of the largest banks in the United States in a suit seeking repurchase damages and indemnification arising out of the sale of hundreds of millions of dollars in mortgage loans packaged into residential mortgage-backed securitizations.
One of the largest telecommunications companies, in connection with consumer financial service laws that apply to certain of its services, including using consumer reports, selling mobile devices in installments, providing for automatic payments from bank accounts and debt collection.
Merchant Cash and Capital, a fintech lender, in connection with successfully obtaining dismissal of claims seeking $60 million in compensatory damages and $90 million in punitive damages, brought in New York Commercial Division by a competitor for tortious interference with contract and misappropriation of trade secrets.
Mount Olympus Mortgage Company in a jury trial finding rival mortgage lender Guaranteed Rate Inc. and its employee Benjamin Anderson liable for unlawfully transferring thousands of private and confidential consumer files and loan data from Mount Olympus’ computer systems to Guaranteed Rate. After an eight-week jury trial, Mount Olympus was awarded approximately $10 million in compensatory damages against both defendants. After making findings of malice, the jury awarded $12.5 million in punitive damages against Guaranteed Rate Inc. and $500,000 against Benjamin Anderson.
In a matter that has garnered extensive national attention, Manatt served as lead counsel representing one of the nation’s largest mortgage servicers in an enforcement action brought by, and a consent order entered into with, the Department of Business Oversight (California’s financial services regulator).
For a Native American tribe that engages in consumer lending, ongoing counseling and guidance with respect to federal consumer financial services rules that the tribe has determined to follow in connection with its lending activities.
One of the largest banks in the United States, in the defense of mortgage-related class actions across the United States arising out of alleged systemic defects in foreclosure sales, and which seek to invalidate foreclosure sales on a mass scale.
The defense of dozens of financial institutions, retailers and manufacturers in putative class actions alleging violations of the federal Telephone Consumer Protection Act.
U.S. Bank National Association, as trustee of Maiden Lane Commercial Backed Securities Trust 2008-1, in a successful verdict after trial to set aside a nonjudicial foreclosure sale of a multifamily residential complex initially valued at $143 million.
Financial Services Transactions
Advantage Insurance, a Puerto Rico-based leading international provider of specialty insurance products, in its $150 million initial public offering of common stock on the NYSE, led by Morgan Stanley, and publicly filed the company’s registration statement with the SEC.
BlockFi in its $52.5 million loan financing facility with Galaxy Financial, the firm founded by billionaire investor Mike Novogratz.
BoeFly, LLC, in its strategic acquisition by New Jersey-based ConnectOne Bancorp, Inc., parent company of ConnectOne Bank.
Bond Street in a $400 million loan purchase agreement and securitization with Jefferies Group, a securitization and institutional capital leader, and Stone Ridge Capital, a marketplace lending closed-end fund. Manatt also has been engaged to provide platform regulatory and borrower transaction support. The agreement expanded the size of Bond Street’s loan purchases up to as much as $400 million, facilitating its growth and helping thousands of small businesses across the country access fair and affordable financing.
Cadence Group, Inc. in structuring and executing a $40 million whole business securitization of FAT Brands, Inc., the NASDAQ-listed global franchising company.
CircleUP Network, Inc. and its affiliates in the closing of a $150 million financing transaction with Community Investment Management.
Climb Credit, an alternative student lender providing loans to students at nontraditional schools such as coding academies, in a $50 million warehouse loan financing from Goldman Sachs.
CU Bancorp in its sale to PacWest Bancorp, a bank holding company with more than 70 offices throughout California. The deal is valued at approximately $705 million.
Heritage Oaks Bancorp, the holding company for Heritage Oaks Bank that provides banking services to consumers and small and midsize businesses in California, in its $482 million sale to Pacific Premier Bancorp Inc.
Idea 247, Inc. (d/b/a Idea Financial), a leading marketplace lender, in securing a $70 million warehouse loan facility with Cross River Bank.
LiftForward in securing two $100 million warehouse debt facilities, including $100 million with Direct Lending Investments and $100 million with Monroe Capital LLC, a leading online small business finance originator. By completing these two critical supply loans, Manatt bolstered our client’s lending capacity.
MoneyLion, a personal lender that uses data-driven algorithms to help customers receive fast approvals and funding, in the closing of a warehouse debt facility with leading global bank Macquarie Group and the formation of Invest in America Fund. The debt facility was structured to finance up to $600 million of consumer loans over time, contingent on milestones.
Platinum Auto Finance of Tampa Bay, LLC, in securing a $100 million warehouse loan facility with Fortress Credit and $15 million in mezzanine financing with Lloyd Crescendo Advisors.
Presidio Bank in its $200 million merger with Heritage Commerce Corp. The transaction will create San Francisco Bay Area’s leading community business bank, with more than $4 billion in total assets and 17 branches.
Sandler O’Neill + Partners, L.P., an investment banking firm, as underwriter’s counsel in the initial public offering of Esquire Financial Holdings Inc. The IPO grossed over $33 million for the New York-based bank holding company and various selling stockholders.