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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.
  • 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 loans, division and branch assets, reorganizing holding company debt, loan collection efforts, litigation, and raising capital.

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

  • Successfully represented banking clients in the purchase of bank assets and deposits of failed bank from the FDIC in an assisted transaction. Representation included reviewing bid forms and assisting in negotiations of the Purchase Agreement between the client and the FDIC.

  • 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. 

  • Represented NYSE-listed financial services company in a secondary public offering, resulting in the sale of $72 million of common stock. The client intends to use the net proceeds of the offering to support organic growth, augment its capital position and for general corporate purposes.

  • Represented NYSE-listed financial services company in a public company debt offering, resulting in the $20 million private placement of subordinated notes with a ten-year, fixed-to-floating term, non-callable for five years with a stated maturity of July 1, 2026. The transaction proceeds will be used to fund growth and for general corporate purposes.

  • Represented NYSE-listed financial services company for public offering of $40 million principal amount of subordinated notes due 2026. The transaction proceeds will be used to fund growth and for general corporate purposes.

  • Represented long-time banking client, one of the largest banks headquartered in Tennessee in its acquisition by a regional bank holding company.

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
  • "Hot Exam and Board Topics," iContracts Annual User Conference (April 2017)
  • "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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