ChipMacDonald

Of Counsel

Atlanta + 1.404.581.8622

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Chip MacDonald is a financial services lawyer who focuses on mergers and acquisitions, public and private securities, regulatory, governance, and policy issues for clients engaged in this industry. Since 1979, he has helped domestic and international clients including bank holding companies, banks, investment banks, broker-dealers, investment managers, and fintech companies. He advises senior management and boards of directors. Chip also provides strategic and transaction guidance, including evolving areas such as regulatory relief and financial services policy. A growing area is the fintech industry, particularly its regulation and relationships with state, federal, and foreign regulators and traditional financial services companies.

Clients range from global banks such as Citibank and BNP to regional and community banks. He often advises commercial businesses with respect to relationships and services with their financial services providers.

Chip advises clients frequently regarding financial services mergers and acquisitions, including lines of business transactions and private equity investments and recapitalizations; asset and liability transactions, including branch sales, credit cards, and guaranteed investment contract (GIC) liabilities; public and private securities offerings; Volcker Rule, structuring products and relationships among financial services and commercial and fintech companies, including joint ventures, stake out investments, and retailer credit card and payment programs; investments and risk management; and bank, trust company, credit card, fintech, and other financial services charters.

Chip has been featured in numerous editions of The Best Lawyers in America, Chambers USA "Leading Lawyers," Georgia Super Lawyers, and in Who's Who Legal. He frequently writes and speaks, often being quoted regarding financial services.

Experience

  • KeyBanc Capital Markets-led syndicate completes $1.1 billion Senior Notes offering, including inaugural issuance of SOFR Senior Notes, by KeyBankJones Day represented KeyBanc Capital Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets LLC, and the other agents, in connection with KeyBank National Association’s (“KeyBank”) offering of $750 million aggregate principal amount of Fixed-to-Floating SOFR Senior Bank Notes due January 3, 2024 and $350 million aggregate principal amount Floating SOFR Senior Bank Notes due January 3, 2024 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
  • Wells Fargo-led syndicate of lenders successfully negotiate secured $1.1 billion restructuring credit facility for Pennsylvania Real Estate Investment Trust (PREIT)Jones Day represented Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, in connection with the Chapter 11 financial reorganization plan of Pennsylvania Real Estate Investment Trust (“PREIT”), a publicly traded real estate investment trust that owns and manages a portfolio of shopping malls totaling over 23 million square feet of retail space.
  • GIC participates in $500 million Series G financing round of AffirmJones Day advised GIC, as co-lead investor, in connection with the $500 million Series G round of financing of Affirm.
  • First Midwest completes $122.5 million public offering of Series C Preferred StockJones Day represented BofA Securities, Inc., J.P. Morgan Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc., and Raymond James & Associates, Inc., as underwriters, in connection with First Midwest Bancorp, Inc.’s $122.5 million public offering of 4,900,000 depositary shares, each representing a 1/40th ownership interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series C.
  • Goldman Sachs and KeyBanc Capital Markets act as lead agents on update to KeyCorp's Medium-Term Note ProgramJones Day represented Goldman Sachs & Co. LLC and KeyBanc Capital Markets Inc., as lead agents, in connection with an update to KeyCorp's Medium-Term Note Program, under which KeyCorp may issue, from time to time, Senior Medium-Term Notes, Series Q and Subordinated Medium-Term Notes, Series R.
  • BofA Securities-led syndicate underwrites $100 million public offering of Depositary Shares by First Midwest BancorpJones Day represented BofA Securities, Inc.; J.P. Morgan Securities LLC; Wells Fargo Securities, LLC; and the other underwriters in connection with First Midwest Bancorp, Inc.’s $100 million public offering of 4,000,000 depositary shares, each representing a 1/40th ownership interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series A.
  • Gilde Healthcare V raises €416 million for its venture and growth capital fundJones Day represented Gilde Healthcare in connection with the establishment of Gilde Healthcare V, a venture & growth capital fund that invests in digital and home health, medtech, diagnostics, research tools and instruments, and therapeutics.
  • KeyBank issues $700 million of Senior Bank NotesJones Day represented KeyBanc Capital Markets Inc. and the other agents, in connection with KeyBank National Association’s ("KeyBank") offering of $700 million aggregate principal amount of 1.250% Senior Bank Notes due March 10, 2023 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
  • KeyBanc Capital Markets-led syndicate completes $800 million offering of 2.250% Senior NotesJones Day represented KeyBanc Capital Markets Inc., as lead-left book-running manager, together with the other underwriters, in KeyCorp's public offering of $800 million of 2.250% Senior Notes due April 2027 under KeyCorp's Medium-Term Notes Program.
  • KeyBanc Capital Markets-led syndicate completes $750 million offering of 2.550% Senior NotesJones Day represented KeyBanc Capital Markets Inc., as lead-left book-running manager, together with the other underwriters, in KeyCorp's public offering of $750 million of 2.550% Senior Notes due October 2029 under KeyCorp's Medium-Term Notes Program.
  • Morgan Stanley-led syndicate completes $450 million public offering of Depositary SharesJones Day represented Morgan Stanley & Co. LLC, KeyBanc Capital Markets Inc., and the other underwriters in connection with KeyCorp’s $450 million public offering of 18,000,000 Depositary Shares, each representing a 1/40th ownership interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G (included as Tier 1 regulatory capital).
  • KeyBank issues $350 million of Subordinated Bank NotesJones Day represented KeyBanc Capital Markets Inc. and the other agents, in connection with KeyBank National Association’s offering of $350 million aggregate principal amount of 3.900% Subordinated Bank Notes due April 13, 2029 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
  • KeyBank issues $1.0 billion of Senior Bank NotesJones Day represented KeyBanc Capital Markets Inc. and the other agents, in connection with KeyBank National Association’s (“KeyBank”) offering of $400 million aggregate principal amount of Floating Rate Senior Bank Notes due February 1, 2022 and $600 million aggregate principal amount of 3.300% Senior Bank Notes due February 1, 2022 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
  • KeyBanc Capital Markets-led syndicate completes $500 million offering of 4.150% Senior NotesJones Day represented KeyBanc Capital Markets Inc., as lead-left book-running manager, together with the other underwriters, in connection with KeyCorp's public offering of $500 million of 4.150% Senior Notes due October 2025 under KeyCorp's Medium-Term Notes Program.
  • KeyBanc Capital Markets-led syndicate re-establish bank note program for issuance of $20 billion aggregate principal amount of Unsecured Senior and Subordinated Notes of KeyBank National AssociationJones Day represented KeyBanc Capital Markets Inc., Morgan Stanley & Co., and other dealers in connection with the re-establishment of a bank note program for the issuance of up to $20 billion aggregate principal amount of Unsecured Senior and Subordinated Notes of KeyBank National Association.
  • KeyBanc Capital Markets-led syndicate completes $425 million public offering of Depositary SharesJones Day represented Morgan Stanley & Co., KeyBanc Capital Markets Inc., and the other underwriters in connection with KeyCorp’s $425 million public offering of 17,000,000 Depositary Shares, each representing a 1/40th ownership interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F.
  • Next Insurance raises $83 million in Series B roundJones Day represented Next Insurance, Inc., an online insurance company for entrepreneurs and small businesses, in connection with its sale of $83 million of Series B Convertible Preferred Stock in a private placement led by to Redpoint Ventures.
  • KeyBanc Capital Markets participates in $500 million Senior Notes offering by KeyBankJones Day represented KeyBanc Capital Markets Inc. in connection with KeyBank National Association’s offering of $500 million aggregate principal amount of 3.350% Senior Notes due June 15, 2021 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
  • KeyBanc Capital Markets-led syndicate completes $750 million offering of 4.100% Senior NotesJones Day represented KeyBanc Capital Markets Inc.; Goldman Sachs & Co. LLC; J.P. Morgan Securities LLC; Morgan Stanley & Co. LLC; Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC; Academy Securities, Inc.; and CastleOak Securities, L.P. in connection with KeyCorp's public offering of $750 million of 4.100% Senior Notes due April 2028 under KeyCorp's Medium-Term Notes Program.
  • KeyBanc Capital Markets-led syndicate completes $500 million Senior Notes offering by KeyBankJones Day represented KeyBanc Capital Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Credit Suisse Securities (USA) LLC, as lead agents, in connection with KeyBank National Association’s offering of $500 million aggregate principal amount of 3.375% Senior Notes due March 7, 2023 in a transaction exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
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    January 2021 Commentaries

    Fintech: Proposed Banking Cyber-Incident Notification Rules Could Apply to You, Too

    December 2020 Commentaries

    Strong Customer Authentication in the United States: When, Not If

    JULY 2020 Commentaries

    Volcker Rule Covered Fund Amendments: What They Will and Will Not Do for CLOs

    JULY 2020 Commentaries

    Volcker Rule Covered Fund Amendments Provide Clarity and Opportunities

    March 2020 White Paper

    Coronavirus—Strategic Considerations for Financial Institutions and Their Boards

    January 2020 Commentaries

    OCIE Publishes Its 2020 Examination Priorities

    July 2019 Alerts

    Five Federal Financial Regulators Exclude Community Banks From Volcker Rule Regulations

    June 2018 Jones Day Publications

    President Trump Signs the First Major Financial Services Deregulation Law in a Decade

    November 2017 Jones Day Publications

    Department of the Treasury Issues Report Recommending U.S. Capital Markets Regulatory Reforms

    August 2017 Commentaries

    The Fed's Small BHC Policy Statement—Regulatory Relief for Bank Growth and Acquisitions
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    Speaking Engagements

    • August 2, 2017
      Street Talk: Podcast says scale still matters for small banks, de novos
    • November 10, 2016
      FinTech and Bank Innovation, American Bankers Association General Counsels Group
    • September 10, 2015
      Unraveling Bank Regulatory Developments Affecting Lending: Leveraged Lending Guidance, Basel III Capital and Liquidity Coverage Ratio
    • March 20, 2015
      The Fed's Evolving Role and New Responsibilities in Supervision and Regulation: U.S. and Global Implications, panelist, GW Law's Center for Law, Economics & Finance
    • June 26, 2014
      An Overview of the Leveraged Lending Market and Banks' Participation in the Market
    • January 26-28, 2014
      Bank M&A — Successfully Meeting Regulatory Challenges, Capital & Economic Bank Director's Acquire or Be Acquired 2014
    • January 15, 2014
      Lending Outside the Safe Harbor
    • October 9, 2013
      The New Normal of Consumer Finance Regulation and Compliance: Significant Trends for the Second Half of 2013
    • September 17, 2013
      Regulatory Crystal Ball—Understanding The Current Climate, FIG Partners CEO Forum
    • August 29, 2013
      Basel III Capital Rules Finally Final
    • June 11, 2013
      CFPB Update: An Agency Begins to Find Its Regulatory Voice
    • March 19, 2013
      U.S. Banks Teach-In: Return to Normalcy?
    • February 12, 2013
      CFPB Update: Enforcement Priorities and Best Practices Before an Evolving Bureau
    • January 29, 2013
      Bank Director's Acquire or Be Acquired 2013
    • October 25-26, 2012
      What Could Cause the Next Financial Crisis?, moderator, Economics and Finance Fourth Annual Regulatory Reform Symposium, The George Washington University Law School Center for Law
    • October 4, 2012
      Proposed Regulatory Capital Rules: Evaluating Their Effect on Community Banks' Capital Planning & Operating Strategies
    • September 19-20, 2012
      Capital and Capital Planning Under Basel III, FIG Partners' 8th Annual Bank CEO Forum
    • January 29, 2012
      Bank Director's Acquire or Be Acquired 2012
    • December 13, 2011
      The Volcker Rule: How it Would Transform the Way Investment Advisers & Their Affiliated Banks Do Business
    • October 21, 2011
      Dodd-Frank's Future Direction: On Course or Off Track?, The George Washington University Law School's Center for Law, Economics & Finance
    • September 19-20, 2011
      Shelf Charters and Blind Pools, FIG Partners' 7th Annual Bank CEO Forum
    • July 7-10, 2011
      Succeeding in the Current Regulatory Environment, CenterState Bank 2011 Bank Management Conference
    • July 2011
      Bank Management Conference, CenterState Bank
    • May 24-25, 2011
      SunTrust Robinson Humphrey Bank M&A: The Coming Waves, The 2011 Financial Services Unconference
    • March 28, 2011
      SunTrust Robinson Humphrey IPO Workshop
    • March 24, 2011
      U.S. Banking Industry Outlook: Three Perspectives
    • February 17, 2011
      Mercer Capital - Community Banking Trends
    • February 10, 2011
      FIG Partners West Coast CEO Forum 2011
    • January 6, 2011
      FIG Partners - Bank Regulatory Update & Industry Outlook: Making Nonsense Into Sense
    • November 15 -16, 2010
      KBW 2010 DC Conference
    • September 11, 2009
      The Next Generation of Banking, The Association for Management Information in Financial Services PPM Conference
    • October 17, 2008
      TARP Capital Purchase Program
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