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Jackie Prester


Jackie Prester provides corporate, transactional, and regulatory advice to businesses in the financial services industry.

Featured Experience

Represented a bank client in the acquisition of a $637 million loan portfolio.

Developed resyndication model securities documents for a captive broker-dealer with a large, repetitive volume of private securities offerings.

Represented a Memphis, Tennessee-based food manufacturer in a recapitalization transaction that included new equity investment at a $1 billion valuation and a credit facility restructuring in excess of $500 million.

Professional Biography

Ms. Prester is a member of the Firm's Board of Directors and the former chair of the Financial Services Transactions Group.

Financial Institutions: Ms. Prester has extensive experience forming, converting, buying and selling banks and trust companies. She advises financial institutions with respect to securities offerings and SEC reporting requirements. Ms. Prester counsels clients on various bank regulatory issues, including compliance with statutes, regulations and enforcement actions. Ms. Prester was a national bank examiner with the Office of the Comptroller of the Currency from 1987 – 1993.

Broker-Dealers & Investment Advisers: Ms. Prester counsels broker-dealers and registered investment advisers on compliance issues and assists them with corporate transactions, including change of control transactions, mergers and acquisitions. Ms. Prester has specific experience advising clients as to the applicability of broker-dealer and investment adviser rules in the context of advising and investing in various types of private funds.

Corporate & Securities: Ms. Prester routinely advises companies raising capital through private placements of securities, as well as offerings registered with the SEC. Ms. Prester advises corporate clients on strategic alternatives, including issuances of various equity and debt instruments, and negotiates mergers and acquisitions on behalf of clients.

  • Acquisitions, Dispositions, & Conversions

  • Represented SEC reporting bank holding company acquiror in a bank merger transaction.

  • Represented selling bank in a bank merger transaction.

  • Represented selling broker-dealer and investment adviser in disposition of affiliated broker-dealer and investment adviser to third party acquiror.

  • Negotiated the acquisition by a commercial bank of multiple branch offices divested by another bank as a result of Department of Justice competitive concerns.

  • Negotiated the acquisition of a broker-dealer with a national platform in trading and securitizing Small Business Administration (SBA) loans.

  • Negotiated the sale of a bank to an investor group. This transaction involved complicated structuring considerations to allow the sale of an entire bank with certain existing shareholders retaining ownership after completion of the sale transaction.

  • Negotiated the sale of a bank to a non-depository institution. This transaction is one of the few transactions involving a sale of a federally chartered bank to a non-depository institution and has involved unique regulatory issues to accomplish the transaction.

  • Assisted multiple banks and thrifts in converting to a Tennessee non-depository trust company.

  • Structured the acquisition of a commercial mortgage company by a bank in a complex multi-step transaction.

  • Represented a bank client in the acquisition of a $637 million loan portfolio.

  • Represented a trust company client in sale of the company and the formation of a new trust company with respect to the spin-off of certain trust lines of business, including filing regulatory applications with state trust regulators.

  • Negotiated the share exchange roll-up transaction involving multiple trust companies and registered investment advisers and assisted client with regulatory applications involving multiple regulatory agencies.

  • Assisted a food manufacturing company in acquiring the assets of another food manufacturer, including negotiating approximately $30 million of subordinated seller debt and a $40 million increase to the client's senior credit facility.

  • Represented a local Tennessee bank in negotiating its acquisition by a mid-sized bank.

  • Securities Transactions

  • Formed various private funds for issuers of securities in various industries.

  • Assisted a public company banking client in a "going private" transaction to de-register from the Securities Exchange Act of 1934.

  • Represented financial institution clients in private offerings of securities, including common stock and subordinated note issuances.

  • Represented multiple private bank clients in tender offer transactions.

  • Represented a public company issuer in $69 million follow-on registered offering of common stock.

  • Represented a purchaser in the $50 million acquisition of a mortgage company and private placement offering of senior debt to fund acquisition.

  • Securitized a $44 million unguaranteed portion of a USDA loan extended to a borrower for the purpose of developing and operating a commercial-scale renewable diesel production facility.

  • Represented a bank issuer in the offer and sale of capital notes to investors. This transaction was significant due to the complex ownership structure of the holding company and various restrictions on offering securities imposed by the operating agreement of the company.

  • Assisted a bank holding company with a securities offering, including advising on the best capital sources of funds to achieve the necessary capital at the lowest cost. 

  • Represented a financial services company in a complex recapitalization transaction involving a tender offer of securities, a simultaneous private placement of equity securities, and a refinancing of commercial indebtedness.

  • Financial Services Contracts

  • Assisted a client in forming loan origination assistance relationships.

  • Assisted a client in establishing deposit intermediacy relationships.

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

  • Represented multiple bank clients in the sale and transfer of mortgage servicing rights and modification of such agreements.

  • Negotiated various vendor contracts, including data processing contracts, advised clients on particular provisions required by bank regulators to be included in such contracts.

  • Broker-Dealers & Investment Advisers

  • Represented SEC registered investment advisers in the establishment of more than 20 separate private "fund of funds" via a Series LLC structure. The work is notable in terms of structure as the Series LLC structure is not typically used. Further, establishing the funds required working through significant and complex investment advisory, broker-dealer, investment company, and commodities regulatory issues to establish a framework to permit the client's underlying investment advisory clients to participate in various investments that they would not otherwise be permitted to invest in because of the very large minimum investment amounts required per investor.

  • Developed resyndication model securities documents for a captive broker-dealer with a large, repetitive volume of private securities offerings.

  • Assisted multiple investment adviser clients in drafting various marketing agreements, client agreements and non-solicitation agreements.

  • Assisted broker-dealer clients in developing protocol for vetting potential investment banking engagements.

  • Negotiated multiple purchases of investment advisers on behalf of financial services clients.

  • Assisted investment advisory clients in modifying/re-drafting ADV Part II brochure.

  • Advised multiple clients on registration requirements for broker-dealers and investment advisers.

  • Represented a broker-dealer firm in the securitization of the $44,550,000 unguaranteed portion of a $198 million loan, the remainder of which was guaranteed by the United States Department of Agriculture. This transaction was significant because it was the first time the client had placed a securitized loan product, and the securitization of the non-guaranteed portion of a USDA loan represents a new financing structure for this type of loan product.

  • Served as an adviser to a registered investment adviser in establishing a series fund to offer and sell interests in private fund advised by the client; helped the client establish a structure that will afford flexibility for future funds with minimal additional work required to establish new series within the existing fund structure.

  • Corporate & Securities

  • Represented a Memphis, Tennessee-based food manufacturer in a recapitalization transaction that included new equity investment at a $1 billion valuation and a credit facility restructuring in excess of $500 million.

  • Negotiated a technology company acquisition and restructuring of the client's commercial lending facility.

  • Negotiated an acquisition of a food industry target.

  • Represented a private technology company in roll-up involving simultaneous acquisition of three companies through leveraged lending transaction with private fund lender.

  • Represented a target public company in a reverse merger transaction, including SEC registration statements to register merger consideration and securities issued in concurrent private placement offering.

  • Negotiated the leveraged sale of a private company client to an ESOP for $60 million.

  • Represented EB-5 program sponsors in various private offerings of securities.

  • Represented a contract food manufacturer, assisting it in the acquisition of an appetizer manufacturer in a complex transaction requiring coordination with two commercial lenders, two institutional mezzanine creditors, and potential and actual litigation claimants against the target institution. Representation also included negotiating a real estate lease/purchase option transaction, issuance of client subordinated debt, assumption of certain employee benefit plans, and labor/employment challenges. This transaction was important for our client because it enabled them to build upon its appetizer line of business and opened the door to an important strategic relationship with key retailers to support revenue growth.  

  • Represented an IT solutions provider in its purchase of a Wisconsin-based venture company for $15 million in a combined private stock and cash transaction. The transaction involved refinancing with new senior debt and financing (combined $23.9 million) with detachable warrants.

  • Listed in The Best Lawyers in America® for Banking and Finance Law (since 2008); Financial Services Regulation Law (since 2011); Securities/Capital Markets Law (since 2014); Corporate Compliance Law and Securities Regulation (since 2021)
  • Named the Best Lawyers® 2024 and 2016 Banking and Finance Law "Lawyer of the Year" in Memphis
  • Named the Best Lawyers® 2024, 2021, 2019, and 2017 Securities/Capital Markets Law "Lawyer of the Year" in Memphis
  • Named the Best Lawyers® 2022 Securities Regulation "Lawyer of the Year" in Memphis
  • Named the Best Lawyers® 2020 and 2016 Financial Services Regulation Law "Lawyer of the Year" in Memphis
  • Listed in Chambers USA as a leading Banking & Finance lawyer in Tennessee since 2012
  • Fellow – Memphis Bar Foundation
  • Named by EB5 Investors Magazine as one of the 2018 and 2021 "Top 15 Corporate Attorneys"
  • "Attorney Ethical Obligations Relating To Cybersecurity," Baker Donelson Women's Initiative Wrap It Up CLE Event (December 2021)
  • "Broker-Dealer/Registered Investment Adviser Legal and Compliance Update," Webinar (September 2021)
  • "Dodd Frank Reform Update," Committee on Healthcare Financing Annual Meeting (June 2017)

I'm very impressed with her. She does a good job with the content of the work, and anytime her name is mentioned people just gush.

Chief Financial Officer at a financial services company

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