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Mark L. Miller

Shareholder
Nashville
T: 615.726.5740
F: 615.744.5740

Mark L. Miller has extensive experience in financial institution regulation, the acquisition and sale of financial institutions and other entities, formation of de novo community banks, and corporate governance and emerging company issues.

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Live from the Trenches: Hot Exam Issues April 28, 2016

Featured Experience

Represented client in $55 million initial public offering (IPO) for New York Stock Exchange (NYSE) listed community bank client.
Represented client in the acquisition of $860 million community bank for private investor.
Represented client in the merger of two community banks to form $1 billion Middle Tennessee based community bank client.

Professional Biography

Overview

Based in the Nashville office, Mr. Miller has guided numerous clients through public offerings and private placements, along with proxy materials and other disclosure documents preparation, and drafting and negotiating service agreements and other business contracts. Mr. Miller regularly represents clients before the Federal Deposit Insurance Corporation (FDIC), Board of Governors of the Federal Reserve System (FRB), Office of the Comptroller of the Currency (OCC), Consumer Financial Protection Bureau (CFPB), state banking agencies, including the Tennessee Department of Financial Institutions, and the Securities and Exchange Commission (SEC).

Representative Matters
  • Represented client in $55 million initial public offering (IPO) for New York Stock Exchange (NYSE) listed community bank client.
  • Represented client in the acquisition of $860 million community bank for private investor.
  • Represented client in the merger of two community banks to form $1 billion Middle Tennessee based community bank client.
  • Represented community bank client in $15 million private placement.
  • Represented community bank clients in whole bank acquisitions.
  • Represented community bank clients in acquisitions and sales of bank branches and other business units.
  • Represented client in the purchase of failed bank assets from the FDIC in an assisted transaction.
  • Negotiation of enforcement actions with federal and state bank regulatory authorities for community bank clients, and assisting such clients with enforcement action compliance.
  • Creation and implementation of capital restoration plans for community bank clients.
  • Sale of the securities of numerous community bank clients to the United States Department of the Treasury pursuant to the Troubled Asset Relief Program (TARP) and pursuant to the Small Business Lending Fund (SBLF).
  • Assisted in the formation of a de novo community bank in Franklin, Tennessee.
  • Represented community bank clients in the formation of holding companies.
  • Assisted regional bank client in the creation of policies and procedures for trusts and sales of insurance products.
  • Represented community bank clients in public and private offerings to support new branch activities.
  • Represented NASDAQ listed community bank client in $20 million IPO.
  • Represented bank, assisting it in complying with a formal enforcement action, complying with a Prompt Corrective Action directive, selling loan, division and branch assets, reorganizing holding company debt, loan collection efforts, litigation, and raising capital.

    (2012)
  • Represented long-time banking client, advising it on a $52.4 million merger agreement with a regional bank.

    (2015)
  • Represented bank holding company issuer in a $55 million initial public offering on the New York Stock Exchange.

    (2015)
  • Represented bank client with a flow purchase and servicing agreement for commercial real estate mortgages, advising on regulatory requirements for third party vendor contracts.

  • Successfully represented banking client in the purchase of bank assets and deposits of a failed bank. Representation included reviewing bid forms and assisting in negotiations of the Purchase Agreement between the client and the FDIC. (2016)
  • Represented a bank holding company, closing a successful $13 million private offering of the company’s voting common stock. Shares of the company’s common stock were sold at a premium to book value. The client plans to employ the majority of net proceeds from the transaction to support organic growth of its related bank. The company will use approximately $3 million of net proceeds to repurchase its preferred stock previously issued in conjunction with the U.S. Department of Treasury’s Small Business Lending Fund program.

    (2016)
  • Represented financial services company in a public company debt offering, resulting in the $20 million private placement of subordinated notes with a 10 year fixed-to-floating term, non-callable for 5 years with a stated maturity of July 1, 2026. The interest rate was fixed at 7.00% for the first 5 years, with a 3-month LIBOR plus 604 basis points thereafter. The transaction proceeds will be used to fund growth and for general corporate purposes.

    (2016)
  • Represented longtime banking client, one of the largest banks headquartered in Tennessee in its acquisition by a regional bank holding company.

    (2014)
  • Represented banking client after it discovered fraudulent action by both insiders and borrowers. Representation included handling related regulatory issues, filing a lawsuit against the partner involved in the fraud, handling a collections matter related to a loan customer who had filed bankruptcy and handling a stock offering.

    (2013)
  • Represented banking client, assisting it comply with formal enforcement action with state and federal bank regulators. Representation also included assisting it with raising capital, change in control approval, loan workouts, fraud investigation, bond claims, and litigation defense.

    (2012)
  • Represented banking client, assisting it with regulatory compliance (including formal enforcement action), capital raising, and sale of branches. (2012)
Professional Honors & Activities
  • Listed in The Best Lawyers in America® in Banking and Finance Law (since 2012); Financial Services Regulation Law (since 2014) 
  • Tennessee Bankers Association, Government Relations Committee
  • Member – Economic Club of Nashville
  • General Counsel and member of Board of Directors, Nashville Area Junior Chamber of Commerce (2006 – 2008)
Speaking Engagements
  • "Bank M&A/Shareholder Liquidity," Crowe Horwath LLP Annual Financial Institutions Conference, Nashville, Tennessee (November, 2015)
  • Panelist – "Current Regulatory Environment," Sageworks Risk Management Summit (September, 2014)
  • Panelist – "The Latest on Dodd-Frank, Basel III and Other Regulatory Hot Topics," Sageworks Risk Management Summit (December, 2013)
  • Tennessee Bankers Association Bank Directors College (October, 2013)
  • Dixon Hughes Goodman Banking Executive Seminar, Knoxville, Tennessee (October, 2013)

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