OVERVIEW

Thomas M. Maxwell

Partner

Indianapolis

11 S. Meridian Street
Indianapolis, IN 46204-3535

F 317-231-7433

Vice chair of the firm’s Financial Institutions practice group, Tom brings more than three decades of experience to helping financial institutions address complex transactional and regulatory issues. For nine years and prior to joining the firm, Tom served as counsel for federal banking agencies, including the Federal Deposit Insurance Corporation and Office of Thrift Supervision.

OVERVIEW
EXPERIENCE
EXPERIENCE
INSIGHTS & EVENTS

OVERVIEW

Tom regularly advises on a wide range of strategic transactions for clients that include virtually all types of financial institutions, such as banks, savings associations, credit unions and mortgage companies. He has organized banks and trust companies, represented buyers and sellers in acquisition transactions, formed holding companies for depository institutions, represented financial institutions as issuers in securities offerings, structured and obtained regulatory approval for acquisitions, and represented financial institution clients in regulatory proceedings.

Tom also advises financial institution clients on a full range of regulatory matters, including issues arising under the federal Bank Secrecy Act including the Corporate Transparency Act, and state and federal consumer compliance laws, such as the Real Estate Settlement Procedures Act and Truth in Lending Act. He regularly consults with representatives of state and federal banking agencies to help resolve complex regulatory matters for clients.

Tom’s practice also includes advising non-financial institution clients on general securities and corporate law matters. He has acted as issuer’s and underwriter’s counsel in numerous offerings of securities, including initial public offerings and private placements. He also regularly advises publicly held companies and their directors on corporate governance issues, disclosure obligations and other matters under federal securities laws. Tom also advises corporations, partnerships and limited liability companies in a variety of complex transactions, including mergers, acquisitions, sales of assets and secured financings.

Before joining Barnes & Thornburg, Tom served as counsel for the Federal Deposit Insurance Corporation in Boston and Chicago, and for the Office of Thrift Supervision and its predecessor agency in Chicago and Washington, D.C. This background provides Tom with a deep understanding of the complex regulatory and examination issues confronting financial institution clients and the process for resolving them.

Professional and Community Involvement

Board member, Reach For Youth, Inc.

Honors

The Best Lawyers in America, 2012-2025

EXPERIENCE

Represented The Elberfeld State Bank in an asset sale transaction where the bank sold and assigned substantially all of its assets and liabilities, including all of its deposits, to Heritage Federal Credit Union, followed by the liquidation and dissolution of the bank’s parent holding company, ESB Bancorp, Inc.
Represented Our Community Bank in an asset sale transaction where the bank sold and assigned substantially all of its assets and liabilities, including all of its deposits, to Crane Credit Union, followed by the liquidation and dissolution of the bank’s parent holding company, Home Financial Bancorp
Represented DSA Financial Corporation and its subsidiary, Dearborn Savings Bank, in a merger transaction with FCN Banc Corp.
Represented First National Bank of Odon and it parent holding company, Dearmin Bancorp, Inc., in a merger transaction with First Savings Financial Group, Inc.
Represented an Indiana mutual savings bank, in a highly unusual transaction. The Bank transferred its business assets and liabilities to a federal credit union based in Michigan. Following the sale, the savings bank dissolved and distributed its net assets to its former depositors
Represented CB Bank Shares and its subsidiary, Central Bank, located in Russiaville, Indiana, in its acquisition by First Farmers Financial Corporation and its subsidiary, First Farmers Bank & Trust Co., located in Converse Indiana, in a $55 million transaction. We also represented the Central Bank ESOP in obtaining shareholder approval of the merger and terminating the ESOP upon consummation
Reorganized United Commerce Bank, a $160 million community bank located in Bloomington, Indiana, as a wholly-owned subsidiary of United Commerce Bancorp, a newly formed bank holding company
Represented United Commerce Bancorp and United Commerce Bank in a merger transaction with German American Bancorp
Represented Vectren Corporation (NYSE:VVC) (Evansville, Indiana) in connection with a $130 million public common stock offering pursuant to an equity forward sale agreement with an affiliate of J.P. Morgan Securities, Inc.
Represented a leading seller of fractional interests in aircraft in the development of financing documents for a captive financing program
Represented Fortune 200 financial services company in connection with the negotiation and documentation of an agreement to originate and participate residential construction loans to financial services company
Represented Irwin Union Bank & Trust Company in a $150 million loan sale transaction and a $50 million branch sale transaction to First Financial Bank, N.A. The transaction provided liquidity and additional capital to Irwin Union Bank
Represented Vectren Corporation in a $125 million registered public offering of common stock pursuant to a forward sale agreement with an affiliate of J.P. Morgan Securities Inc.
Represented Vectren Retail, LLC (d/b/a Vectren Source) in the sale of its retail natural gas operations in Georgia to Gas South, LLC
Serves as regulatory counsel to several regional and national banks and mortgage loan companies on compliance with applicable consumer lending laws and regulations, including the Truth in Lending Act, Real Estate Settlement Procedures Act and Equal Credit Opportunity Act