Nikki Lee

Nikki Lee is a transaction lawyer. In over 20 years of practice, she has managed hundreds of M&A and Securities transactions on a national scale valued in the billions of dollars. Nikki serves as M&A, Securities, Regulatory, and Corporate Governance counsel to public and private middle market companies in various industries, including financial services, technology, manufacturing, food services, healthcare, and pharmaceuticals.

Nikki represents buyers and sellers (including private equity) in all types of corporate business transactions including mergers, asset sales, stock sales, and recapitalizations. Nikki also manages public and private offerings for issuers. She handles all aspects of corporate business transactions including drafting and negotiation of letters of intent and definitive documentation, due diligence investigations, Board and shareholder approval process, regulatory and third-party approvals as well as the closing of transactions.

Nikki has drafted and negotiated numerous non-disclosure agreements, letters of intent, definitive purchase agreements, merger agreements, articles of incorporation, shareholders’ agreements, operating agreements, ancillary documents, resolutions, side letters, and other commercial agreements. She drafts and works through indemnification provisions, earnouts, working capital calculations, and double trigger walk-away rights (see below for representation where her client exercised this right in a merger increasing stock consideration for shareholders by $50 million). Nikki prepares proxy materials for clients and assists in conducting Board and shareholder meetings.

Nikki focuses on the financial institutions industry representing public bank holding companies as well as community banks in many M&A and Securities transactions. She has drafted and filed hundreds of SEC filings on behalf of her clients including registrations statements (Form S-3, Form S-4, and Form S-8), periodic filings (Form 10-K, Form 10-Q, Form 8-K, and Section 16 filings) and proxy statements. Nikki has handled the SEC comment process many times for her clients.

Nikki has managed over a dozen public bank holding company mergers serving as M&A, Securities, Regulatory, and Corporate Governance counsel, and has also played a supportive role in many more public and private M&A and Securities transactions.

Previously, Nikki served as Of Counsel in the Corporate and Securities Group at Nelson, Mullins, Riley & Scarborough LLP (AMLaw 100) where she gained tremendous experience managing large, complex corporate business transactions. Nikki served as Corporate Compliance Officer for Advance America, Cash Advance Centers, Inc., a then-NYSE listed, payday lender, managing compliance with NYSE and SEC rules and regulations as well as managing the corporate structure and compliance with federal and state laws administering cash advance products in 32 states.

Nikki started her legal career at Milbank, LLP (AMLaw 50, Wall Street firm) practicing corporate finance in the commercial aircraft industry where she gained experience in closing over $1.5 billion in securitizations of commercial aircraft rental payments and representing a group of foreign lenders in the United Airlines bankruptcy.

Nikki graduated from the University of South Carolina School of Law and is a proud Gamecock. She is a tenth-generation Spartanburg native and lives in her hometown of Boiling Springs, SC with her husband and three teenagers. She spends her free time working out, cooking, cleaning, taking care of the family pets, and hanging out with her husband.

Some representative matters from Nikki’s extensive experience in M&A and Securities transactions:

M&A/Securities/Regulatory/Corporate Governance Counsel

• Represented Georgia public bank holding company and subsidiary bank (i) as Buyer in three acquisitions of bank holding companies and subsidiary banks and (ii) then as Seller to a large public bank holding company in a merger valued at $1.4 billion. The client exercised a highly negotiated double trigger walk-away right in the Merger Agreement increasing the stock consideration to shareholders by $50 million.
• Represented North Carolina public bank holding company and subsidiary bank in (i) a $45.0 million “PIPE” and $21 million conversion of TARP securities into voting and non-voting common stock; and (ii) then in a transformational merger of equals to create the then-largest community bank in North Carolina.
• Represented a national bank in a voluntary liquidation process through a DeBanking Plan under the supervision of the Officer of the Comptroller of the Currency in eight separate purchase and assumption transactions (including transfer of all deposit liabilities). For this representation, Nikki was recognized as one of Greenville’s 50 Most Influential People by Greenville Business Magazine.
• Represented a private community bank in a $100 million recapitalization through a 363 sale as part of the bankruptcy of the former bank holding company including negotiating the investment documents with four investor counsel (AmLaw 50 law firms) who were prohibited from contact with each other and managing the Fed non-objection process within a tight deadline.
• Represented a Maryland bank holding company in a $30 million recapitalization through a voluntary bankruptcy process.
• Represented the nation’s oldest and second-largest manufactured housing finance company in a sale of the company for $100 million.
• Represented Central American financial institution in making investments in Central America.
• Represented a 140-year-old national bank as seller in a merger transaction valued at $68.5 million.
• Represented a Virginia bank holding company and subsidiary bank as seller in a merger transaction valued at $91 million.
• Represented a South Carolina public bank holding company in a public offering of $19.0 million in convertible preferred stock.
• Represented a national cloud-based service provider in raising several rounds of capital, making acquisitions, and selling in a merger transaction to a national competitor.
• Represented a national food service equipment repair company in raising several rounds of capital, making acquisitions, and selling in a reverse triangular merger with a national competitor.
• Represented seller with a portfolio of 35 C-Stores in North and South Carolina in a sale transaction for approximately $60 million.
• Represented a South Carolina-based healthcare company in their acquisitive growth strategy in South Carolina and Florida.
• Represented private equity in investments in, and exits of, middle market private companies.
• Represented buyers and sellers in many more public and private M&A and securities transactions.