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Troutman Sanders Guides GreenSky Through Largest Fin-Tech IPO of Year

05.30.18

Atlanta A team of Troutman Sanders attorneys advised Atlanta Fin-Tech star GreenSky, Inc. in connection with its IPO that closed on May 29. The IPO commenced with a suggested price range of $21 to $23 and an offering size of 34 million shares. It was well-received by the market and up-sized, including the exercise of an overallotment option, to 43.7 million shares at the high end of the price range, raising $1+ billion.

Troutman Sanders began advising GreenSky over ten years ago when GreenSky had fewer than 15 employees. Today it has over 1,000 employees, and provides banks, consumers and merchants a completely paperless, mobile-enabled experience that typically permits a consumer to apply and be approved for financing in less than 60 seconds at the point of sale. In the interim, Troutman helped GreenSky develop its “bank model,” under which it helps banks originate loans, often home improvement loans, for high FICO score consumers. Additionally, Troutman Sanders advised GreenSky in connection with several rounds of private equity financing, as well as an assortment of other transactions.

The Troutman Sanders team was led by corporate partner Brinkley Dickerson, with help from corporate attorneys Lisa Raines, Libby Barwick, Tina Bacce and Paul Fancher. Tax advice was provided by Robert Friedman and Joel Post. Jeff Banish provided benefits advice.

The IPO was not just the largest of its type this year, it was also a rare example of a 100 percent “secondary” offering, in which all of the proceeds went to investors. In most cases, the primary purpose of the IPO is to raise capital for the issuer. The transaction also involved a complex “Up-C” structure, in which common stock was offered by a newly-formed holding company – the “C up above a partnership” – in order to preserve partnership tax treatment for continuing investors.

Robert Friedman said, “An Up-C structure is extraordinarily complex, but the tax benefits to founders, investors and employees can save an enormous amount of taxes and provide additional value.”

Brinkley Dickerson said, “GreenSky is a great client. It has a business model that fits perfectly in our increasingly technology-driven finance industry. GreenSky has been an innovator in its space, and the success of the IPO reflects years of hard work and the company’s commitment to provide value to everyone with whom it interacts. We consider ourselves fortunate to have been able to represent GreenSky over the years and now in its IPO.”

“Troutman Sanders has developed corporate, securities and tax teams that are capable of providing advice in even the most complex capital markets situations, and we are honored that GreenSky has the confidence in us that it does,” he added.

About Troutman Sanders
With a diverse practice mix, workforce and footprint, Troutman Sanders has cultivated its reputation for a higher commitment to client care for over 120 years. Ideally positioned to help clients across sectors realize their business goals, the firm’s 650 attorneys transact for growth, resolve mission-threatening disputes and navigate complex legal and regulatory challenges. See troutman.com for more information.

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