Jackie G. Prester offers extensive corporate, regulatory and securities experience to financial institutions, public company clients, and broker-dealers and investment advisers. Ms. Prester is chair of the Firm’s Financial Services Transactions Group.
Ms. Prester has extensive experience forming, converting, buying and selling banks and trust companies. She provides securities advice to financial institutions with respect to securities offerings, and SEC reporting requirements. Ms. Prester represents clients in buying, selling and securitizing loans.
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.
Ms. Prester regularly counsels broker-dealers and registered investment advisers 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.
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.
EDUCATION:
- University of Memphis Law School, J.D., 1996, with highest honors
- Rhodes College, B.A., 1987, cum laude
ADMISSIONS : Tennessee
Representative Matters :
- Financial Institutions Acquisitions
- 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.
- 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 multiple private and public company bank clients in purchases of branch banking offices.
- Represented a bank client in the acquisition of factor line of a business.
- Represented a trust company client in acquisition of ESOP line of business.
- Financial Institutions Securities Transactions
- Represented multiple private bank clients in tender offer transactions.
- 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.
- Engaged by a trust-only federal savings bank client with offices in more than 15 states to analyze and evaluate whether to convert to a state chartered trust company, and if so, which state would be the best state to hold a state trust charter.
- 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.
- Broker-Dealers & Investment Advisers
- 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 investment advisory clients in modifying/re-drafting ADV Part II brochure.
- Advised multiple clients on registration requirements for broker-dealers and investment advisers.
- Corporate & Securities
- Negotiated an acquisition of a food industry target.
- Negotiated the leveraged sale of a private company client to an ESOP for $60 million.
- 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
- Named the Best Lawyers’ 2019 and 2017 Memphis Securities/Capital Markets Law “Lawyer of the Year”
- Fellow – Memphis Bar Foundation
Cost
Rate : $$$
