Quick Results
Professional Photo
Professionals

Jackie Prester

Shareholder
Memphis
T: 901.577.8114
F: 901.577.0762

Jackie G. Prester offers extensive corporate, regulatory and securities experience to financial institutions, public company clients, and broker-dealers and investment advisers.

Featured Videos

Dodd-Frank Update March 22, 2017
Baker Donelson's Directors Toolkit December 12, 2014

Featured Experience

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

Represented client in formation of bank holding company, acquisition of bank and relocation of main office.

Represented a public bank holding company client in the registration of shares with the SEC for the issuance of registered securities in a bank acquisition transaction.

Professional Biography

Overview

Ms. Prester is chair of the Firm's Financial Services Transactions Group and works out of the Memphis office.

Financial Institutions:  Ms. Prester has extensive experience forming, converting, buying and selling banks. She provides securities advice with respect to registered offerings, private placements, and SEC reporting requirements for various types of financial institutions. Ms. Prester represents clients in buying, selling and securitizing loan packages. She regularly counsels clients on various bank regulatory issues, including compliance with newly enacted statutes and regulations and regulatory enforcement actions. Ms. Prester worked as a national bank examiner with the Office of the Comptroller of the Currency from 1987 – 1993.

Broker-Dealers & Investment Advisers:  Ms. Prester regularly counsels broker-dealer and registered investment adviser clients on compliance issues and assists them with acquisitions within the industry. Ms. Prester has specific experience advising clients as to the applicability of broker-dealer and investment adviser rules in the context of various types of private funds, including EB-5 investment funds. 

Corporate & Securities: Ms. Prester serves as securities counsel for public company clients. Ms. Prester routinely advises companies raising capital through private placements of securities, as well as offerings registered with the SEC. Ms. Prester has specific experience advising clients on securities issues relating to the EB-5 Immigrant Investor Program. Ms. Prester advises corporate clients on strategic alternatives, negotiating mergers and acquisitions on behalf of clients.

Representative Matters
  • Financial Institutions Acquisitions

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

  • Represented client in formation of bank holding company, acquisition of bank and relocation of main office.

  • Represented a public bank holding company client in the registration of shares with the SEC for the issuance of registered securities in a bank acquisition transaction.

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

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

  • Represented multiple private and public company bank clients in purchases of branch banking offices.

  • Represented trust company client in acquisition of ESOP line of business.

  • Represented bank client in acquisition of factor line of business.
  • Represented a client in the formation of a bank holding company and acquisition of a small community bank located in west Tennessee. This transaction was significant because it effectively allowed the control group to begin a denovo bank through an acquisition of a very small community bank.

  • Financial Institutions Securities Transactions

  • Represented clients in private offerings of securities, including common stock and subordinated note issuances.
  • Represented multiple private bank clients in tender offer transactions.
  • Represented multiple bank clients in liquidating trust preferred securities.
  • Represented public company issuer in $69 million follow-on registered offering of common stock.

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

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

  • Assisted client in forming loan origination assistance relationships.

  • Assisted client in establishing deposit intermediacy relationships.
  • Represented 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 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.

  • Represented bank in the sale of its credit card portfolio and entry into a joint marketing arrangement.

  • Represented investment banking client, assisting it in preparing a framework/protocol for providing investment banking services. 

  • Broker-Dealers & Investment Advisers

  • Counseled broker-dealer and investment adviser clients on implications of DOL fiduciary rule.

  • 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 during the past 12 months on behalf of financial services clients.
  • Assisted investment advisory clients in modifying/re-drafting ADV Part II brochure.
  • Formed multiple private funds for an investment adviser, utilizing Delaware Series LLC structure for multiple funds.

  • Advised multiple clients on registration requirements for broker-dealers and investment advisers.
  • Represented SEC registered investment adviser in the establishment of more than 10 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.

  • Corporate & Securities

  • Negotiated technology company acquisition and restructuring of client's commercial lending facility.
  • Negotiated acquisition of food industry target.

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

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

  • SEC shelf registration of $48 million of TARP securities for re-sale by the Treasury.

  • Negotiated sale of a private company client for $380 million, involving settlement and pay-off of private debt and various commercial agreements with foreign investor.

  • Negotiated 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 technologies company for $15 million in a combined private stock and cash transaction. The transaction involved refinancing with new senior debt and mezzanine financing (combined $23.9 million) with detachable warrants.

Professional Honors & Activities
  • Adjunct Professor – Securities Regulation, Cecil C. Humphreys School of Law for five years
  • Listed since 2008 as a Best Lawyer in America® in the areas of Banking and Finance Law, Financial Services Regulation Law and Securities/Capital Markets Law
  • Named the Best Lawyers' 2017 Memphis Securities/Capital Markets Law "Lawyer of the Year"
  • Named the Best Lawyers' 2016 Memphis Banking and Finance Law "Lawyer of the Year" and the 2016 Memphis Financial Services Regulation Law "Lawyer of the Year"
  • Listed since 2012 in Chambers USA: America's Leading Business Lawyers as a leading Banking & Finance lawyer in Tennessee 
  • Fellow – Memphis Bar Foundation
Publications
Speaking Engagements
Webinars
Videos

In addition to handling banking M&A, Jackie Prester has considerable insight into regulatory issues, having previously worked for the Office of the Comptroller of the Currency. One client said: 'She is exceptionally responsive and available, and turns work around fast.'

Memphis-based Jackie Prester is praised by clients for her in-depth knowledge of banking M&A and regulatory compliance. She also regularly advises public companies on securities offerings.

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

Email Disclaimer

NOTICE: The mailing of this email is not intended to create, and receipt of it does not constitute an attorney-client relationship. Anything that you send to anyone at our Firm will not be confidential or privileged unless we have agreed to represent you. If you send this email, you confirm that you have read and understand this notice.
Cancel Accept