Financial Services

Lord, Bissell & Brook LLP’s Financial Services Group is a multi-disciplinary team of professionals skilled in the representation of domestic and international financial institutions in transactional, regulatory and litigation-related matters. Our clients range from community banks to money-center financial institutions, and include finance companies, credit card issuers, leasing companies, specialty finance lenders, trust companies, commercial banks and savings institutions, mortgage originators and insurance companies. Our services include legal representation in connection with:

Acquisitions of commercial banks and savings institutions;
Asset-based and cash flow financing;
Capital raising transactions, including public debt and equity offerings, private placements and trust preferred transactions;
Chartering and insurance of accounts of de novo commercial banks and savings institutions;
Conversion from/to Federal or state charter;
Data Security;
Defense of lender liability claims;
Defense of class action litigation;
Demutualizations by insurance companies and savings institutions, including the formation of private MHCs, minority stock offerings by MHCs and full conversions;
Director and Officer liability insurance coverage;
Equipment leasing;
Intercreditor agreements, loan syndications, participations and subordinations;
Letters of credit and credit enhancement transactions;
Life insurance premium finance;
Outsourcing contract negotiations;
PCAOB compliance;
Pre-merger compensation restructuring and tax planning;
Qualified and non-qualified cash and stock compensation arrangements;
Real estate financing and construction lending, including environmental consultation;
Regulatory and compliance counseling involving consumer protection and other laws, including the Bank Secrecy Act, HMDA, TILA and RESPA;
Representation before Federal regulatory agencies;
Sale and purchase of loan portfolios;
SEC registration and periodic reporting and Sarbanes Oxley compliance; and
Workouts, creditor’s rights and bankruptcy.

Our goal is to provide exceptional legal services, to be responsive to our clients’ needs and to efficiently manage the cost of our services.

Commercial Lending Lord, Bissell & Brook represents national and regional lenders in a variety of secured and unsecured lending transactions. We bring a practical, responsive approach to meeting our clients’ needs whether the lender is acting individually or as an agent, with a single borrower or multiple borrowers. Our documents are clear and straightforward, yet comprehensive and fully protective of our clients’ interests. Our clients have sought our representation in multi-state and cross-border transactions. We have provided borrowers with a variety of pricing options, and have protected lenders with our knowledgeable application of the Uniform Commercial Code. Our attorneys have experience with many types of collateral, including collateral with specialized perfection requirements, from aircraft, locomotives and ships, to proceeds of litigation, to various types of intellectual property. We know how to deal with the hidden risks of lending to borrowers whose collateral may be subject to “shadow” liens, such as “hot goods,” PACA and PASA. Our experience with loan documentation and our understanding of commercial transactions, especially in the middle-market, is a valuable supplement to a lender’s own due diligence. We are experienced with syndications, participation agreements, subordination agreements and intercreditor agreements. We can protect lenders against the claims of the IRS and other tax authorities, employees, processors, warehousemen, landlords, consignors and other “third party” claimants who might otherwise obtain superior rights in a lender’s collateral.

Lord, Bissell & Brook has represented lenders in connection with loans to manufacturers, distributors, insurance companies, the transportation sector, importers, service companies and non-profit institutions.

Recent representative engagements include:

Representation of borrower in $1.45 billion syndicated credit facility;
Advised a New York money center bank on a $500,000,000 commercial finance transaction;
Represented a California bank, as agent, in connection with the syndication of a $100,000,000 transaction for a borrower in the clothing industry;
Represented a California bank on various syndication leases, off-balance sheet financings, and sale-leaseback financings, for the Calpine Geothermal Projects, The Arrowhead Pond, Metrolink and other large project financings, involving amounts ranging from $100,000,000 to $250,000,000;
Represented a client in a $33,000,000 asset-based loan facility to a truck component manufacturer involving collateral in both the United States and the United Kingdom;
Represented a Chicago-based lender in making $26,000,000 term and revolving facilities available to an industrial borrower and its UK affiliates, secured by all business assets, including real estate in multiple locations in the U.S.;
Represented the agent bank in extending a $38,000,000 secured credit facility to a high technology component manufacturer;
Represented the lender in extending $23,000,000 in term loans and revolving facilities to a Chicago area food processor; and
Advised a Chicago-based bank in connection with a $50,000,000 secured credit facility to U.S. and U.K. companies, and the subsequent issuance of a letter of credit backing approximately $6,500,000 of tax-exempt industrial development revenue bonds.

Real Estate Lending Lord, Bissell & Brook represents banks, life and casualty insurance companies, and savings institutions in connection with construction lending and permanent financing secured by real estate and leasehold mortgages. Our real estate lawyers have negotiated, drafted and closed mortgage loans secured by office buildings, hotels, shopping centers, warehouses, distribution centers, industrial facilities, multi-family residential developments, resort properties and educational and cultural facilities. Our lawyers understand how a real estate loan may be affected by zoning issues, lien claims, developer liability, municipal regulations and environmental issues. We can adapt to the unusual structures sometimes required to meet a borrower’s unique needs. We represent developers, contractors and institutional users as well as lenders.

Recent representative engagements include:

Represented a money center bank in connection with a shopping center syndication and the loans to construct buildings and parking lots adjacent to the Staples Center in Los Angeles;
Represented a Chicago-based bank in connection with the issuance of letters of credit supporting an aggregate of $75,000,000 of tax-exempt revenue bonds for the acquisition, construction and equipping of health care facilities in Colorado, Missouri and Nebraska;
Represented the lender in a series of construction loans with permanent financing options to a hotel developer with projects in Illinois, Texas and Colorado aggregating more than $100,000,000;
Advised a major Chicago bank on a $19,500,000 construction loan for the completion of significant improvements to an existing shopping center in Aurora, Illinois;
Advised a Chicago bank on a $36,000,000 loan for the construction and vertical subdivision of a hotel and parking facility in Chicago, Illinois;
Consulted with a regional bank on an $11,500,000 construction loan for a Chicago area cold storage facility;
Represented a client on a $10,100,000 loan and an $11,400,000 loan for neighboring hotel facilities in Andover, Massachusetts;
Represented a client on a $12,250,000 loan to a Chicago area hospital;
Represented the issuing lender in a series of bond issuances for construction of various improvements on the St. Xavier University campus; and
Represented a client on a $35,000,000 condominium conversion construction loan.

Lord, Bissell & Brook has significant experience with the environmental issues that can impact a real estate loan, as illustrated by the following recent engagements:

Counseled a financing authority on the potential environmental liability for bond financing of a sludge drying facility;
Conducted due diligence in connection with the financing for the multi-state acquisition of a transformer manufacturer;
Supervised environmental coverage claims and the defense of environmental liability lawsuits aggregating billions of dollars for London-based insurers; and
Conducted a four-state, two-country environmental study for an investment banking firm before it approved a multi-billion dollar IPO.

Bankruptcy/Workout/Creditors’ Rights Lord, Bissell and Brook’s bankruptcy and workout practices meet the needs of secured lenders facing troubled loan situations by combining the skills of experienced bankruptcy practitioners, transactional lawyers and litigators, all of whom work together to identify and implement the best possible solutions. We help lenders understand the warning signs of a deteriorating facility, assess the enforceability of the loan documents, and maintain or improve collateral positions. Our experience in the defense of lender-liability claims permits us to protect our clients from “control” claims, the imposition of fiduciary duties and equitable subordination claims. The lawyers in this practice group have experience with workouts involving forbearance agreements and loan restructuring, liquidation of collateral through assignments for the benefit of creditors, foreclosures and the disposition of collateral under Article 9 of the Uniform Commercial Code.

For more information, please visit our Bankruptcy & Restructuring practice description.

Class Action and Lender Liability Defense Our trial lawyers aggressively defend banks and financial institutions in lender-liability actions brought in both commercial and consumer contexts, in both individual and class actions. Our attorneys are recognized authorities in this field, and frequently publish and speak on topics related to the defense of lender liability defense and class action claims.

We routinely defend banks, mortgage companies, retail credit card issuers and other creditors in consumer finance class actions involving allegations of consumer fraud, RICO claims, and violations of truth-in-lending laws. We are experienced in defending cases brought under the Fair Debt Collection Practices Act (FDCPA), the Real Estate Settlement Procedures Act (RESPA), the Truth-in-Lending Act (TILA) and the Fair Credit Reporting Act (FCRA). Lord, Bissell & Brook has a national reputation for the defense of “bet the company” claims. Our experience permits us to quickly grasp legal and factual issues and develop a refined defensive strategy. Creative preliminary motion practice can lead to early dismissal or nuisance-value settlement of class action cases.

Recent representative engagements include:

Defended a title insurer in four class action lawsuits asserting violation of the Real Estate Settlement Procedures Act, the Illinois Consumer Fraud Act, common-law fraud, breach of contract and unjust enrichment;
Represented mortgagers in separate class actions involving allegations that charging document preparation fees in residential mortgage transactions constitutes the unauthorized practice of law. The dismissal we obtained in the first such case has been relied upon in 45 subsequent cases, affecting virtually the entire mortgage loan industry;
Obtained a dismissal of all claims in a class action lawsuit alleging violations of the Truth-in-Lending Act, the Illinois Consumer Fraud Act and Connecticut Unfair Trade Practices Act relating to the disclosure of courier fees in mortgage documents;
Obtained a summary judgment in favor of a retailer in a class-action lawsuit alleging violations of the Truth-in-Lending Act and the Illinois Consumer Fraud Act relating to the disclosures of credit application fees in consumer credit sales;
Successfully moved to dismiss a complaint against a title insurer in a class action lawsuit seeking to hold it secondarily liable for the alleged violations of RESPA and the Illinois Consumer Fraud Act;
Obtained the dismissal of a class action suit alleging misconduct in the origination and assignment of second mortgages, and asserting claims under the Illinois Consumer Fraud Act and related consumer protection statutes;
Obtained an appellate affirmation of a dismissal under the Illinois Interest Act for alleged miscalculation in the refund credit due upon prepayment of a residential mortgage;
Successfully defended a class action lawsuit alleging violations of RICO, the Illinois Consumer Fraud Act and breach of fiduciary duty in connection with the credit financing of automobiles; and
Obtained an order dismissing a class action suit alleging the violation of the Illinois Consumer Fraud Act in connection with the sale of life insurance policies to customers in Spanish but not giving those customers translation of the insurance documents.

Financial Institutions Chartering, Insurance of Accounts and Conversions to Alternative Charters We serve as lead counsel in developing a legal structure that best meets the business plan requirements of groups organizing a de novo banking institution. Our attorneys will advise such groups on the appropriate form of financial institution charter, selecting from the different federal and state bank and savings institution choices. We act as counsel in filing all necessary charter and insurance of accounts applications with the appropriate federal or state chartering authorities and the FDIC. We also work with existing institutions in choosing alternative charters and filing the necessary applications to convert from state or federal savings institution to commercial bank or visa versa. We also counsel credit unions that seek a more appropriate charter for their business plan to meet the requirements of the NCUA and the appropriate bank regulator for conversion to a federal or state savings institution charter.

Recent representative engagements include:

The formation of a de novo Illinois state bank, which purchased assets and assumed certain liabilities of a failed Chicago national bank;
The formation of a de novo Los Angeles national bank that acquired approximately $650 million of deposits in a purchase and assumption transaction; and
The representation of various organizing groups in the formation of de novo commercial banks and savings institutions in the Northeast, New England and Southeast.

Financial Institutions Mergers and Acquisitions Lord, Bissell & Brook provides assistance to commercial banks, bank holding companies, insurance companies and savings institutions in connection with the negotiation and consummation of financial institution mergers and acquisitions. We provide our clients with securities law advice in connection with funding and obtaining shareholder approval of such acquisitions. Our lawyers handle all applications and notices to state and federal bank regulatory agencies in connection with the approval of mergers, acquisitions and related matters. They also prepare the necessary filings with the SEC, draft proxy statements and advise as to shareholder meetings. Our attorneys consult on a pre-acquisition basis with clients in restructuring compensation arrangements to ensure that they comply with relevant federal and state banking rules and Sections 162m and 280(g) of the Internal Revenue Code in the event the company is acquired. We work with acquirors to advise them as to the effect of existing compensation arrangements on the cost of an acquisition. We counsel clients in structuring covenants not to compete and advising former officers and directors of the applicability of such covenants to their post merger business activities.

Recent representative engagements include:

The acquisition of more than 20 banks and savings institutions in Chicago, Los Angeles, San Diego, San Francisco, Massachusetts, Phoenix and Texas;
The representation of bank holding companies in connection with the issuance of $70 million and $60 million, respectively, of trust originated preferred stock in private placement transactions;
The representation of bank holding companies in over two dozen transactions involving the issuance of in excess of $600 million in the aggregate of trust preferred securities to pooling entities;
The representation of a bank holding company in connection with the issuance and private placement of $100 million in subordinated notes;
The representation of a bank holding company in connection with the issuance and private placement of $150 million in preferred stock; and
The successful defense of executives seeking to form a banking charter against an attempt to enforce a covenant not to compete.

Insurance Demutualization, Mutual Savings Institution Conversion and Mutual Holding Company Reorganization Our attorneys are national leaders in the field of demutualizing insurance companies and savings institutions. We have served as issuer’s counsel and underwriters’ counsel in the preparation of all necessary state and federal regulatory and SEC filings to effect the change from the mutual to stock form. We have also prepared all necessary corporate articles of incorporation and bylaw amendments and Board Committee charters in accordance with best corporate governance practices. We have counseled our clients as to the legal transition from mutual to stock and the relationship with public shareholders. We have particular experience with the subscription rights form of insurance demutualization. We also have significant experience with the savings institution mutual holding company and full conversion subscription offering.

Recent representative engagements include:

The representation of a Massachusetts mutual savings holding company in connection with mutual-to-stock conversion and an approximate $100 million initial public offering;
The representation of an Illinois mutual savings bank in its reorganization into a mutual holding company structure with a $10 million initial public offering of its minority shares;
The representation of a MHC in acquiring a controlling interest in an out-of-state subsidiary banking institution; and
We served as underwriters’ counsel on recent demutualizations of Pennsylvania property and casualty insurance companies.

Financial Services Convergence We have firsthand experience with the ongoing convergence of banking and other financial services; we have helped banks overcome the corporate, bank regulatory and insurance regulatory challenges of forming, acquiring and operating insurance sales operations, as well as with captive insurance and other insurance underwriting activities. Our attorneys have worked with insurance companies to obtain the approval of the bank regulatory agencies to charter and insure the deposits of de novo bank affiliates. They have also advised insurance companies that own bank or thrift affiliates as to navigating the maze of laws, regulations and policies applicable to them in order to meet state insurance and federal bank regulatory reporting and compliance requirements. Specifically they advise insurance companies that are Bank Holding Companies under Federal Reserve Board Regulations or insurance companies that are Savings and Loan Holding Companies under OTS regulations as to the transactional and reporting requirements. They also advise insurance companies acquiring or operating banks or thrifts as to the requirements under the appropriate Holding Company Act and prepare applications for federal regulatory approval of such acquisitions or activities.

Financial Institution Regulatory Compliance We advise banks and savings institutions on compliance with existing powers and activities regulations, risk management and compliance issues involving a number of consumer compliance laws and regulations. These include the Federal Deposit Insurance Act, National Bank Act, Home Owners Loan Act (HOLA), Bank Secrecy Act (BSA) compliance, Gramm Leach Bliley (GLB) privacy and data security requirements, Community Reinvestment Act (CRA), Home Mortgage Disclosure Act (HMDA), fair lending, Truth-in-Lending Act (TILA), Real Estate Settlement Procedures Act (RESPA) and other lending compliance regulations. We also counsel banks and savings institutions on issues related to affiliate and insider transactions.