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 transaction landscape.
We help our clients successfully navigate that landscape and regularly advise boards of directors and senior officers on how to meet the challenges ahead. We can advise you on the full range of regulatory issues and prepare you for new and evolving compliance 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
Avidbank Holdings in Palo Alto, CA, which raised $12 million through a private placement of subordinated debt.
Bluevine Capital Inc., an online lending platform providing lines of capital and other financing to owners of small to midsize businesses, in securing a credit line for up to $75 million in debt financing from Fortress Credit Corp. and/or funds managed by affiliates of Fortress Investment Group LLC.
Central Pacific Financial Corp. (CPF) in the secondary public offering of $175 million of common stock held by Carlyle Financial Services and Anchorage Capital, followed by the subsequent repurchase of $75 million of stock by CPF from Citigroup.
Cross River Bank, as outside counsel on all regulatory compliance issues—including state licensing and CFPB, FDIC and other regulatory agency compliance—in connection with its online lending platforms.
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.
CVB Financial Corp., the holding company for Citizens Business Bank, in its $70 million merger agreement with Valley Commerce Bancorp, the holding company for Valley Business Bank.
FBR Capital Markets, an investment bank, as the underwriter in a subordinated note offering by BOFI Holding totaling $45 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.
Impac Mortgage Holdings Inc., a mortgage lending and real estate service company, in connection with a public offering of $39 million of common stock with JMP Securities LLC as the underwriter.
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 the Invest in America Fund. The debt facility was structured to finance up to $600 million of consumer loans over time, contingent on milestones.
MUFG Union Bank, N.A., in its sale of Klik Technologies Corp. to CheckAlt, a leader in mobile and Check 21 payment and item processing solutions.
Pan Pacific Bank in its $24 million merger with California Bank of Commerce. The strategic partnership resulted in a business bank with over $620 million in total assets, dedicated to serving middle-market businesses in the San Francisco Bay Area.
Preferred Bank, one of the largest independent commercial banks in California with a historic focus on the Chinese-American community, in the completion of a private placement of $62.5 million in principal amount of fixed-to-floating-rate subordinated notes.
Sandler O’Neill + Partners, L.P., an investment banking firm, as underwriter’s counsel in the initial public offering (IPO) of Esquire Financial Holdings Inc. The IPO grossed over $33 million for the New York-based bank holding company and various selling stockholders.
Sandler O’Neill + Partners, L.P., D.A. Davidson & Co. and Raymond James & Associates as underwriters’ counsel in the completion of a $120 million common stock offering by First Foundation Inc., a financial services company with two wholly owned operating subsidiaries, First Foundation Advisors and First Foundation Bank, which collectively provide investment management, wealth planning, consulting, insurance, trust and banking services primarily to high-net-worth individuals and businesses.
Sierra Vista Bank in its $24 million merger with Fresno-based Central Valley Community Bancorp.
Tri Counties Bank in its acquisition of three branches from Bank of America Corp., located in Arcata, Eureka and Fortuna in Humboldt County on the north coast of California. TriCo Bancshares assumed about $245 million in deposits.
U.S. Bank in connection with the $20 million unsecured financing of HomeStreet.
Varo Money, a fintech startup that is developing a fully mobile banking platform, on general corporate work and in connection with regulatory issues related to mobile and online banking.