BackFinancial Institutions

The Firm currently serves as counsel to numerous financial institutions that range in size from de novo institutions that have not yet opened for business to institutions with more than $100 billion in total assets. Our attorneys assist these clients in a variety of practice areas, including:

Mergers and Acquisitions

Nelson Mullins serves clients in the development of acquisition and divestiture strategies and has extensive experience in the formation, acquisition, and divestiture of bank holding companies, state and national banks, and branches of banks and savings and loan associations.

The Firm has participated in both friendly and hostile acquisitions, including proxy contests and the representation of special committees of boards of directors considering acquisition proposals. Nelson Mullins also is experienced in structuring and implementing anti-takeover mechanisms for both public companies and companies considering going public.

Securities

The Firm handles numerous SEC registration statements for financial institutions, including registrations related to mergers and acquisitions, holding-company formations, and offerings of both debt and equity securities. We also serve as underwriters’ counsel in offerings by financial institutions, and regularly assist our clients in raising capital through private offerings. In addition, the Firm frequently assists publicly-held companies and their directors, officers, and principal shareholders with their SEC (or FDIC) periodic reporting requirements, compliance with the Section 16 insider trading rules under the Securities Exchange Act of 1934, and resales of restricted stock under Rules 144 and 145 of the Securities Act of 1933.

Regulatory and Compliance

Substantial challenges face lenders in connection with federal and state regulations and compliance requirements involving general lending issues and in particular, consumer and residential mortgage lending. In recent years, there has been a significant increase in litigation involving lending compliance/regulatory issues and also an increase in federal and state regulatory audit and review procedures. Nelson Mullins serves as regulatory and compliance counsel to many state, regional and national lenders and also serves as general counsel to a state bankers association.

Nelson Mullins advises and represents clients in the structuring of transactions to comply with federal and state financial institution laws and regulations. Our attorneys have advised all types of financial institutions to facilitate their business transactions, including in forming, merging and acquiring banks, savings associations and holding companies, converting charters, structuring joint ventures, investments in banking and non-banking subsidiaries and service organizations, strategic partnerships or alliances between banks and non-banks, interstate expansion and enforcement matters.

Syndicated Lending and Commercial Finance

Nelson Mullins has significant experience in representing lead-left arrangers, administrative agents, and lenders—both traditional and non-traditional—in a wide variety of syndicated credit transactions, “club deals,” and single-lender credit facilities, including: 

  • Asset-Based Lending
  • Leveraged Buyouts
  • Acquisition Financing
  • Bridge Financing
  • Mezzanine Financing
  • Subordinate Financing
  • Syndicated Real Estate Transactions

Drawing upon our day-to-day practical experiences, we are able to provide guidance to our clients regarding current industry and market trends and best practices for transaction structuring and collateral treatment. From structuring and commitment letters through post-closing, the Firm has built a strong team of attorneys, paralegals, project assistants, and dedicated post-closing staff members to assist clients with all stages of the transaction.

In addition to our broad experience in a variety of "middle market" transactions, our team has developed in-depth experience in Retail Petroleum Finance and Restaurant Finance. We routinely work with our lending clients in connection with highly-structured credit facilities designed specifically to support the ever-changing needs of owners of convenience and gas stations and restaurants. These facilities are often collateralized with fifty or more collateral unit locations in multiple states. In the retail petroleum industry, operators and their property are often subject to fuel supply agreements, deed restrictions, franchise agreements, and similar agreements with third parties that impact a lender's security interest in its collateral. Restaurant franchisees are subject to franchise agreements and leases that present similar concerns for lenders. Accordingly, we often work directly with major fuel suppliers, large franchisors, and landlords to address these unique issues through industry-specific subordination agreements, tri-party agreements, and comfort letters. Our clients are able to leverage the Firm's practical experience in dealing with these matters to deliver a smooth closing for their borrowers while ensuring the credit facilities are properly secured.

Our goal is to provide the experience and client-focused approach to exceed expectations at a competitive price. We have leveraged our internal resources to offer reliable, top-of-market service at competitive rates—a fact that often helps our clients, in turn, win deals. In today's competitive lending environment, we take great pride in being a legal partner that provides our clients this competitive edge.

Real Estate Finance

The Real Estate Finance practice group at Nelson Mullins represents major financial institutions in structuring and closing commercial mortgage loans intended for securitization.  Our attorneys are experienced with structuring loans to meet rating agency requirements and to comply with the representations and warranties made in connection with the securitization of commercial real estate loans.   We have an efficient closing and post closing process to meet our clients’ needs, and the demands of securitization.  Our lawyers have deep and varied real estate and finance backgrounds, including service as in house counsel to a major New York based CMBS lending institution.

Our Real Estate Finance team also represents and works with master servicers in connection with loan assumptions, tenant-in-common syndications and defeasance transactions, and with special servicers in connection with the foreclosure and workout of loans in default.  Nelson Mullins’ Bankruptcy and Creditors’ Rights practice group has extensive experience in real estate loan work outs and restructuring, and works closely with the Real Estate Finance practice group.