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Financial Services

  • OVERVIEW
  • PROFESSIONALS

When it comes to representing the financial services industry, we have the practice breadth and experience to serve the needs of nearly every type of financing entity.

Financial institutions consistently select us to assist them in their securities and financing offerings. We prepare offering materials and registration statements and advise on compliance with state and federal securities laws, National Association of Securities Dealers (NASD) regulations and the rules of the various stock exchanges. We also help establish private investment partnerships, limited liability companies, fund-of-funds and private investment companies. We counsel both acquirers and sellers in transactions involving financial institutions.

We have one of the largest public finance practices in the region. With more than 30 years of experience representing educational, medical and cultural institutions, municipalities and developers in public finance matters, we offer clients a wealth of knowledge and judgment.

We have a significant maritime finance practice, with particular emphasis in counseling lenders and representing international clients in complex financing structures involving foreign-flagged vessels. And our clients with real estate matters include commercial banks, investment banking houses, savings and loans and non-bank lenders in connection with traditional mortgage loans, construction loans (including syndicated loans) and conduit lending programs.

We regularly assist with transactions involving the Export-Import Bank and have represented the Bank itself in connection with guaranteed financing. In addition, we have worked with the Overseas Private Investment Corporation (OPIC), International Finance Corporation (IFC), Multilateral Investment Guarantee Agency (MIGA), the Inter-American Development Bank (IDB) and the African Development Bank (ADB).

We have appeared in numerous state, federal and bankruptcy courts on behalf of our lender clients and have been involved in bankruptcies, restructurings and workouts involving borrowers in almost every industry.

We represent financial services clients in courts throughout the country as they seek to enforce their rights, as well as in the defense of claims, including traditional lender liability claims, claim priority disputes and bankruptcy-preference and fraudulent conveyance claims.

We advise investment advisers and broker/dealers on the structure and formation of funds, preparation of federal and state registration applications and ongoing filings, compliance with the Investment Advisers Act of 1940, the Securities Exchange Act of 1934 and FINRA regulations. Our work for pension funds involves complex matters in numerous investment fields, including venture capital and real estate as well as more traditional equity, bond and other investments. We also provide a broad range of legal services and planning for private pension funds.

  • Bank of America N.A.
  • BMW Financial Services, N.A., LLC
  • Capital One
  • Citibank N.A.
  • Chrysler Financial Services Americas LLC
  • Fifth Third Bancorp
  • First Bank
  • GE Capital Solutions
  • Higher Education Loan Authority of the State Of Missouri (MOHELA)
  • JP Morgan Chase & Co.
  • Missouri State Retirement System
  • PNC Bank
  • Scottrade Securities
  • Stifel Nicolaus
  • UBS Financial Services
  • University of Missouri
  • U.S. Bank
  • Wells Fargo

  • We represented a $200 million fund in drafting organizational, offering and subscription agreements and helped the fund in complying with SEC private placement regulations.
  • Our attorneys represented Missouri State Employees’ Retirement System in negotiating $2.6 billion in investments in numerous private investment limited partnerships for derivatives and other types of investments, including ISDA agreements and schedules of futures account documentation.
  • Baldor Electric Company retained the firm in connection with the transaction financing in relation to a major acquisition, which was derived from a combination of the proceeds of a public offering of common stock, the sale of $550 million in senior notes and borrowings of $1 billion under the term loan portion of a senior secured credit facility. The three financings were simultaneously negotiated and closed in just over two months.
  • For more than 15 years, we have served as bond counsel to The University of Missouri. In this role, the firm has aided in the formation of a pooled system of the University’s auxiliary facilities. These have included parking, student housing, dining and a recreational facility. This system facility structure has resulted in enhanced credit structure for such facilities, as opposed to stand-alone financings. The University recently consolidated the financing of its hospital and clinic system into the system facilities, resulting in further economies of scale. The firm was lead counsel in drafting the bond and other documents for the financing. Our attorneys also provided opinions as to the legality, enforceability and tax-exempt status of the financing.
  • Since 1998, The Higher Education Loan Authority of the State of Missouri (MOHELA), one of the country’s largest secondary student loan markets, has relied on Thompson Coburn as its primary outside counsel. We have negotiated non-bond financings, including $1 billion conduit financing and various lines of credit ranging in the hundreds of millions of dollars; analyzed and conducted contract negotiations with respect to MOHELA’s Student Loan Purchase Program and other arrangements; advised them concerning compliance with state and federal laws; negotiated and drafted state legislation affecting MOHELA; counseled the organization regarding compliance with Higher Education Act and regulations; advised them on compliance with applicable commercial finance laws and regulations; and assisted them with financial planning.
  • In Ludditt-Poehl et al. v. Capital One Auto Finance, Inc., the plaintiff received letters from Capital One Auto Finance stating she was pre-approved for auto financing up to $30,000, with a minimum financed amount of $10,000. The complaint alleged Capital One accessed plaintiff’s credit report without authorization, in violation of the Fair Credit Reporting Act (FCRA). The court held that the pre-approval letters contained something of value (a minimum financing of $10,000), and were a firm offer of credit and did not run afoul of the FCRA. The court granted Capital One’s motion for judgment on the pleadings. The Court of Appeals affirmed the District Court’s decision.
  • We represented a public pension plan with investments of $25 to $40 million each in a number of domestic partnerships, focusing on real estate-related investments. We conducted due diligence reviews of the operating and offering documents, drafted and negotiated a side letter to address specific legal limitations of the investor, drafted separate legal opinions to comply with state legal limitations and coordinated the closing process.
  • We represented a public pension plan with a $100 million investment in a Delaware limited partnership. The fund was formed for the purpose of making mezzanine and equity investments in energy and energy-related infrastructure projects and companies on a global basis. We conducted due diligence reviews of the operating and offering documents, drafted and negotiated a side letter to address specific legal limitations of the investor, and coordinated the closing process.