Opinion for the court filed by Circuit Judge LINN. Circuit Judge GAJARSA dissents.
LINN, Circuit Judge.
The United States appeals from the judgment of the Court of Federal Claims, holding that the government breached its contract with Caroline Hunt Trust Estate (“CHTE”) and awarding $14,847,100 in damages to CHTE. Caroline Hunt Trust Estate v. United States, 65 Fed.Cl. 271 (2005) (“CHTE”) (Case No. 95-CV-531). The breach was the elimination of the regulatory capital by the enactment of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIR-REA”), Pub.L. No. 101-73, 103 Stat. 183. CHTE cross-appeals from calculation of the damage award. Because the trial court properly determined the existence of a contract between CHTE and the government and properly computed the offset to damages arising from CHTE’s release from its obligations under its net worth maintenance (“NWM”) letters, we affirm as to these issues. CHTE’s recovery of the value of its $2,279,700 in equity in Southwest Savings Association (“SSA”), however, is foreclosed by our recent decision in American Capital Corp. v. FDIC, Nos. 05-5150, -5152, -5159, 2006 WL 3055912, 472 F.3d 859 (Fed.Cir. Oct. 30, 2006), and we reverse as to that issue. Accordingly, the award of damages to CHTE must be reduced to $12,567,400, and we remand to the Court of Federal Claims with instructions to enter judgment for CHTE in that amount.
I. BACKGROUND
CHTE is an irrevocable trust, with Caroline Hunt as the sole beneficiary. In 1972, CHTE acquired majority ownership of SSA, a Texas-chartered, federally regulated savings and loan association. Donald Crisp (“Crisp”) was the trustee who administered CHTE with a three-person advisory Board of which he was a member. From 1986 to June 1990, Todd Miller (“Miller”) was president, chief executive officer, and a director of SSA. Between 1980 and 1990, CHTE held more than 90% of SSA’s stock and controlled its Board of Directors. In 1983 and 1986, CHTE executed NWM letters, committing it to ensure that SSA met its minimum statutory reserve and net worth obligations. Further, prior to the 1988 acquisitions that are the subject of this appeal, CHTE infused capital into SSA, and acquired subordinated debt, which, as of May 18, 1988, had an outstanding balance of $23,780,462.06 owed to CHTE.
Prior to the enactment of the FIRREA, the Federal Home Loan Bank Board (“FHLBB”) was responsible for regulating all savings and loan associations. Thrift savings accounts were insured by the Federal Savings and Loan Insurance Corporation (“FSLIC”). These entities were independent agencies of the United States, though the FHLBB served as the operating head of the FSLIC.
1. The Acquisition Transaction
In response to the savings and loan crisis1 of the 1980s, FHLBB and FSLIC [1047]*1047sought private investors and healthy thrifts to take over ailing thrifts. As an incentive to engage in such mergers, FSLIC and FHLBB routinely agreed to afford the acquiring thrifts particular regulatory treatment. See S. Cal. Fed. Sav. & Loan Assoc. v. United States, 422 F.3d 1319, 1324 (Fed.Cir.2005).
On October 16, 1987, Miller proposed that, with federal assistance, SSA acquire three2 troubled Texas thrifts, and proceeded to negotiate the terms of the acquisition. In the midst of these negotiations, FHLBB formulated the “Southwest Plan,” under which a cluster of thrifts were proposed for acquisition. The goal of the Southwest Plan was to consolidate troubled Texas thrifts under well-qualified management. FHLBB/FSLIC solicitation material for the Southwest Plan outlined available government assistance, including capital loss coverage, yield maintenance, and a FSLIC note in the amount of the negative net worth of an acquired institution. Regulatory forbearances and specific accounting treatments could be requested, but were not automatically granted, and FSLIC could require an equity share in the resulting thrift.
On March 1, 1988, a Request for Proposals was disseminated by the government, to which SSA responded with a proposal dated March 30, 1988. SSA was subsequently determined suitable. FHLBB resolutions qf May 18, 1988 contain the terms of the acquisitions as finally negotiated and approved. The FHLBB resolutions recited that (1) FSLIC would be appointed as receiver for each respective thrift; (2) CHTE was the holder of 90% of the common stock of SSA, the “Assuming Association;” and (3) CHTE and SSA, defined as “the Applicants,” had applied for approval to acquire control of the respective thrifts. CHTE, 65 Fed.Cl. at 283. FHLBB resolutions further included consideration of proposed FSLIC agreements, including the Assistance Agreement, “pursuant to which the FSLIC in its corporate capacity will provide financial assistance and certain indemnifications to the Assuming Association to facilitate the Acquisition.” Id. The FHLBB resolutions authorized the execution of appropriate documents and granted the regulators the authority to decide which applicant, CHTE or SSA, would sign necessary documentation.
The FHLBB resolutions preapproved certain future debts of CHTE, preap-proved certain CHTE affiliated transactions, authorized FSLIC to execute the Assistance Agreement, and granted a $307.5 million capital credit to be used to determine post-merger SSA’s regulatory compliance under both existing and future regulations. Further, the resolutions released CHTE from its obligations under its NWM letters. In particular, the resolutions recited that SSA required as a condition to entering into the various agreements that CHTE be released from any obligation to maintain SSA’s net worth. It was likewise a condition of FSLIC entering into the Assistance Agreement “that the $25 million of subordinated debt of the Assuming Association to the Hunt Trust be converted into equity capital.” Id. at 284.
Pursuant to the FHLBB resolutions, a myriad of agreements were signed. FSLIC was appointed receiver for the four insolvent thrifts and transferred ownership interests in the four thrifts to SSA. FSLIC [1048]*1048and SSA signed the Assistance Agreement, which conditioned FSLIC’s obligations thereunder in part on (1) the sub-debt contribution and addition to SSA’s equity capital; (2) SSA’s issuance of preferred stock to FSLIC; and (3) issuance of warrants to FSLIC to acquire 382,247 shares of SSA’s common stock. Id. The subordinated debt was contributed by CHTE to SSA’s equity capital. SSA issued preferred stock certificates, which granted FSLIC the then-vested right to 90% of the first $60 million of the post-merger SSA’s earnings. Under a warrant agreement, SSA also granted FSLIC the right to purchase 382,247 shares of common stock — the right to acquire 50% of the stock of the post-merger SSA in ten years. As a result, CHTE’s 94% interest in SSA could be literally cut in half.
In sum, CHTE’s subsidiary SSA acquired four deeply insolvent Texas thrifts. Subsequent to approval of CHTE’s May 18, 1988 H-(e)3 application, the four thrifts were placed into federal receivership and their assets and certain liabilities were conveyed to SSA. FSLIC’s financial assistance and incentive for the transaction included, inter alia, a $307.5 million capital credit. Less than two years later, FIR-REA caused the elimination of this credit, which led to the liquidation of SSA. Id. at 276.
2. Proceedings Before the Court of Federal Claims
CHTE filed suit in the Court of Federal Claims, alleging that the passage of FIR-REA and elimination of the $307.5 million capital credit was a material breach of its contract with the government. After extensive pre-trial proceedings, a four-week trial, and supplemental filings, the court concluded that a contract existed between CHTE and the government, and that the enactment of FIRREA resulted in a breach of the contract. Specifically, the court found that CHTE’s H-(e)3 application was a contractual offer to use its subsidiary thrift, SSA, to acquire four failing thrifts, in return for various incentives, including a $307.5 million capital credit. CHTE, 65 Fed.Cl. at 294. The court further found that there was acceptance by the government, as evidenced from FHLBB resolutions containing the terms of the acquisitions as finally negotiated and approved, the release of the NWM letters, extension of the $307.5 million capital credit, and other forbearances negotiated and agreed upon; together, this amounted to “something more” than boilerplate regulatory approval by the government. Id. at 295-96. Finally, the court found that consideration was exchanged in this mutual agreement between a holding company that contributed SSA and the government that sought to rescue the failing thrifts and preserve FSLIC insurance funds. Id. at 296.
In computing damages, CHTE sought to recover the value of the hard assets it contributed to the transaction, including the contribution of its subdebt to SSA and its equity interest in SSA. The government argued that CHTE’s contributions were not required by the contract because they were merely conditions precedent to the acquisitions, and the net value of the CHTE’s subdebt contribution was zero because CHTE traded its subdebt for the release of the NWM letters. The court rejected the government’s arguments, finding that CHTE’s contribution was required by the contract, the value of its subdebt contribution was $21,700,000, and the value of its equity in SSA was $2,279,700. The court discounted this damage award by the value to CHTE from the release of the obligations under the NWM letters — $9,132,600—for a total damage award of $14,847,100. CHTE, 65 Fed.Cl. at 330.
[1049]*1049The government appeals the judgment of the Court of Federal Claims, alleging that CHTE lacks standing and challenging the damage award based on SSA’s equity and CHTE’s release from its NWM letters. CHTE cross-appeals the offsetting damages calculation, arguing its release from the NWM letters had no monetary value. We have jurisdiction under 28 U.S.C. § 1295(a)(3).
II. ANALYSIS
We review the Court of Federal Claims’ conclusions of law without deference. Comtrol, Inc. v. United States, 294 F.3d 1357, 1362 (Fed.Cir.2002). We review the court’s findings of fact following trial under the clearly erroneous standard. Home Savs. of Am. v. United States, 399 F.3d 1341, 1347 (Fed.Cir.2005). The existence of a contract is a mixed question of law and fact. La Van v. United States, 382 F.3d 1340, 1345 (Fed.Cir.2004). The general type of damages to be awarded, their appropriateness, and rates used to calculate damages are reviewed for clear error. Id. “A finding is ‘clearly erroneous’ when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.” United States v. U.S. Gypsum, 333 U.S. 364, 395, 68 S.Ct. 525, 92 L.Ed. 746 (1948).
1. Standing
The government asserts that CHTE does not have standing to sue, arguing that the Court of Federal Claims erred in concluding that there is an overarching contract between CHTE and the government. The government argues that there can be no overarching contract because it merely duplicates the terms of the Assistance Agreement. The government further asserts that our decision in Southern California Federal Savings & Loan Ass’n v. United States, 422 F.3d 1319 (Fed.Cir.2005) (“SoCal”), precludes finding an overarching contract in this case. Finally, the government argues that there is no evidence supporting the formation or existence of an overarching contract between CHTE and the government.
CHTE responds that the court correctly concluded that CHTE and the government entered into a contract. Specifically, CHTE argues that the court properly determined that the requirements for contract formation — offer, acceptance, consideration, and government authority to bind the government — were satisfied. Finally, CHTE asserts that our decision in Home Savings is dispositive to this issue.
We affirm the Court of Federal Claims’ conclusion that CHTE was in privity of contract with the government and could therefore recover damages as a result of the government’s breach. The exchanges between the government and CHTE “constitute a contract only if three elements are met: mutual intent to contract including an offer and acceptance, consideration, and a government representative who had actual authority to bind the government.”3 La Van, 382 F.3d at 1346.
[1050]*1050The government argues that the trial court erred in concluding that there was mutual intent to contract. We disagree. The trial court, taking into consideration the testimony presented at trial, all the relevant resolutions, agreements, and implementing documents, properly found that “in its H-(e)3 Application, CHTE made an offer to the government to acquire troubled thrifts through the vehicle of its subsidiary SSA, and that offer included the $307.5 million capital credit that was subsequently eliminated by FIR-REA.” CHTE, 65 Fed.Cl. at 294. The H(e)3 application identifies CHTE as the “applicant” and SSA as its subsidiary. The application further references SSA’s proposal dated March 7, 1988, requesting forbearances and waivers noted to have been previously filed.
Moreover, the trial court’s conclusion that the H-(e)3 application was the requisite offer by CHTE is further supported by the analyses and recommendation packages that were presented to FHLBB from subagencies. In particular, a legal opinion by FHLBB’s Corporate and Security Division described the transaction sequence as an application by CHTE to acquire control, with FSLIC assistance, of the four insolvent thrifts. The acquisition was described as a merger of the insolvent thrifts into CHTE’s wholly-owned subsidiary, SSA. The legal opinion states in relevant part that “[t]he Caroline Hunt Trust Estate (the ‘Acquiror’ and ‘Trust’), proposes to acquire control of substantially all the assets and certain liabilities of [the four insolvent thrifts] (collectively the ‘Target Institutions’) through the following steps.” Finally, the offer included the $307.5 million capital credit as evinced by Miller’s request for the capital credit in each proposal sent to FHLBB beginning in October, 1987, including the March 7, 1988 proposal referenced in the H-(e)3 application. See Home Savs., 399 F.3d at 1348-49 (“The Resolutions recognized that the ‘offer’ that led to the contract was [the holding company’s] application for regulatory approval of [the subsidiary’s] purchases .... ”).
We are not persuaded by the government’s argument that the H-(e)3 application could not have been an offer to enter into a contract because it included a footnote stating that the application was solely for the purpose of obtaining approval of the transaction. As the trial court explained, “[t]he footnote warned that the Application should not be construed as an admission that [CHTE] was a savings and loan company, a premise that was then, but no longer, in dispute.” CHTE, 65 Fed.Cl. at 294.
This court’s precedent on contract formation in the context of Winstar litigation requires that “the offeree must give in return for the offeror’s promise exactly the consideration which the offeror requests and acceptance must be made absolutely and unqualifiedly.” La Van, 382 F.3d at 1347 (quoting Anderson v. United States, 344 F.3d 1343, 1357 (Fed.Cir.2003)). In this case, the FHLBB resolutions, the release of the NWM letters, the extension of the $307.5 million capital credit, and the other forbearances negotiated and agreed upon, collectively evidence the requisite acceptance of CHTE’s offer. The trial court properly analogized the facts of this case [1051]*1051to those in La Van in stating that the documents and the facts and circumstances surrounding the transaction evidenced “ ‘something more’, that is, the recognition that the government was engaged in negotiations about the terms of the [acquisition] as well as the subsequent manifest assent to abide by the Resolution[s] required under [this court’s precedent].” CHTE, 65 Fed. Cl. at 295 (quoting La Van, 382 F.3d at 1347).
The trial court supported its conclusion that CHTE and the government entered into an overarching contract with a number of factual findings. In particular, the trial court found that “FHLBB knew [CHTE] held over 90% of SSA’s stock and controlled the Board of Directors.” Id. at 287. The court further found that “the government was informed that CHTE was a party principal and that negotiations, as well as the ultimate agreement, included terms that only CHTE could provide.” Id. at 291. The trial court further explained that “only the FHLBB could release [CHTE from the NWM letters].” Id. at 279. Thus, while FSLIC and SSA signed the Assistance Agreement, FHLBB and CHTE made all the decisions. We discern no clear error in the trial court’s factual findings. These factual findings, predicated upon the voluminous documents, testimony, and facts and circumstances surrounding the acquisitions, lead to the conclusion that a bargained-for exchange occurred between the government and CHTE. See Hometown Fin., Inc. v. United States, 409 F.3d 1360, 1365 (Fed.Cir.2005) (“Whether a bargained-for exchange occurred depends on the surrounding factual circumstances.”).
Taking into consideration the overall nature of the transaction, we reach the same conclusion as the trial court — a ten year partnership between CHTE and the government was formed; CHTE allowed SSA to acquire four troubled thrifts, contributed over $23 million in subdebt, and relinquished a significant interest in the profits and equity of post-merger SSA, all for the opportunity to be a 50% shareholder of a much larger merged institution. In return, the government extended financial assistance including a $307.5 million capital credit, and avoided the cost of liquidating these four thrifts. At the end of the ten years, the government would be a 50% owner of a hopefully successful financial enterprise and have a preferential right to its profits.
This court’s decision in SoCal, denying standing to a shareholder, is distinguishable from this case. In SoCal, we held that individual shareholders who owned stock in the acquiring holding company, SoCal Holdings, Inc. (“SCH”), did not have standing. SoCal, 422 F.3d at 1333. In the present case, however, the status of CHTE is more akin to SCH than to the individual shareholders in SoCal. Unlike the individual shareholders in SoCal, here CHTE was critical to the acquisition of the failing thrifts because “it was a condition of FSLIC entering into the Assistance Agreement that the $25 million of subordinated debt of [SSA] be converted into equity capital.” CHTE, 65 Fed.Cl. at 284; see also id. at 288 (“[CHTE’s] ownership interest in SSA could not have been diluted without [CHTE’s] agreement.”); id. (“CHTE provided material consideration for the acquisitions, subordinated notes and the stock warrants.”).
The trial court correctly analogized the facts of this case to those in this court’s decision in Home Savings. In Home Savings, the holding company, like CHTE in the present case, did not sign the Assistance Agreement, but initiated the negotiation process by seeking FHLBB approval for the transactions. See 399 F.3d at 1346. In Home Savings, the holding company [1052]*1052agreed to maintain the net worth of the resulting institution.4 Here, CHTE agreed to and did contribute subdebt and stock warrants in the newly expanded SSA. In exchange, the government extended, inter alia, $307.5 million in capital credit. Thus, there was an exchange of reciprocal promises that were part of the overall bargains between CHTE and the government. Id. at 1349 (“[T]he Resolutions contain reciprocal promises that were part of the overall bargains between the plaintiffs and the government.”).
For these reasons, we uphold the trial court’s determination that CHTE was in privity of contract with the government and therefore has standing to assert claims for breach.5
2. NWM Release Offset
Both parties appeal from the damage offset award based on the value of CHTE’s release from its obligations under the NWM letters. The government argues that the trial court erred in imposing the burden of proving the value of the NWM release upon the government. The government challenges the court’s determination of the value of the NWM release, arguing that the court undervalued the release. CHTE, on the other hand, challenges the NWM release offset, arguing that the release had no monetary value because the enforcement proceedings would not have succeeded.
The government’s argument that CHTE bore the burden of proving the offset to the damage award is without merit. This court has previously held that “it [is] the government’s burden to prove with reasonable certainty the quantum of benefit retained by the [aggrieved party] despite the government’s breach.” Westfed Holdings, Inc. v. United States, 407 F.3d 1352, 1370 (Fed.Cir.2005); see also Lisbon Contractors, Inc. v. United States, 828 F.2d 759, 769 (Fed.Cir.1987) (“We do reject the government’s argument that [the plaintiff] had the burden to disprove the government’s claimed offset. The burden was on the government to prove that amount.”). Thus, the trial court did not err in concluding that the government bore the burden of proving the offset from CHTE’s release from its NWM letters.
Citing testimony of government officials and SSA representatives, government documents, and enforcement proceedings, the trial court correctly found that there was uncertainty as to whether CHTE’s NWM letters were enforceable. See CHTE, 65 Fed.Cl. at 318-20. Notwithstanding, Miller negotiated for their release in 1987 and 1988 at the direction of CHTE. The government contends, as it did before the trial court, that the parties agreed that the [1053]*1053release of the NWM letters was an even exchange for CHTE’s contribution of sub-debt. Recognizing that when parties enter into a contract, each and every term and condition is in consideration of all the others unless otherwise stated, the trial court properly rejected the government’s argument. See Stone Forest Indus., Inc. v. United States, 973 F.2d 1548, 1552 (Fed.Cir.1992). As the trial court explained, and we agree, “[t]he ‘exchange’ of deal points, even if agreed to at the same time, does not necessarily establish the values exchanged are equal.” CHTE, 65 Fed.Cl. at 321.
In determining the value of the release of CHTE’s NWM letters, the trial court considered the testimony of the government’s expert, Dr. Charles Cox, who testified that SSA’s insolvency could have a maximum value of $204 million. The trial court, however, found the efficacy of these calculations of SSA’s insolvency questionable because the NWM letters triggered CHTE’s obligations based on SSA’s net worth. Thus, the trial court determined that CHTE’s maximum exposure had a value of $60,884,000, the value of SSA’s regulatory capital deficiency as of March 31, 1988. Dr. Cox also testified that shortly before the acquisition transactions closed, SSA had a $60.9 million regulatory capital deficiency. The trial court further found that there was a 15% likelihood of enforcement of the NWM letters, and the government does not challenge this finding. In sum, the court determined that monetary risk to CHTE under the NWM letters approached no more than 15% of its maximum exposure of $60,884,000, or $9,132,600. We find no clear error in the trial court’s determination and accordingly uphold its determination of the value of CHTE’s release from its NWM letters.
3. SSA’s Equity
The government argues that the trial court erred in awarding CHTE its equity in SSA at the time of acquisition. Specifically, the government asserts that CHTE’s stock ownership was not diluted and therefore nothing- was contributed. The government’s argument is correct in light of our recent holding in American Capital, Nos. 05-5150, -5152, -5159, slip op. at 7-10, 2006 WL 3055912, 472 F.3d at 865-67.
In American Capital, we held that a corporate parent of a subsidiary whose value was wiped out by FIRREA’s elimination of the subsidiary’s regulatory capital could not recover the value of the subsidiary’s equity. Id. Although the parent, TFC, effectively “put on the table” its subsidiary Transohio’s ongoing business, the transaction did not result in any formal change in Transohio’s ownership. Id., slip op. at 7-8, 2006 WL 3055912, 472 F.3d at 865-66. Unlike the shareholders in Hansen Bancorp, Inc. v. United States, 367 F.3d 1297 (Fed.Cir.2004), TFC was not contractually obligated to contribute or exchange its shares of Transohio in reliance on the government’s promises; accordingly, it never acquired a “direct personal interest” in the effects of the breach on Transohio other than any shareholder’s interest in the value of the shares that it owns. Id., slip op. at 9-10, 2006 WL 3055912, 472 F.3d at 866-67. Although TFC was indirectly injured by the diminution in Transohio’s value, the loss in value caused by the government’s breach was first and foremost an injury to Transohio, and the fact that Transohio was a separate corporation prevented TFC from recovering that loss on Transohio’s behalf. Id., slip op. at 8-9, 2006 WL 3055912, 472 F.3d at 866.
In the instant case, CHTE is situated similarly to TFC. Although CHTE effec[1054]*1054tively contributed SSA to a joint and risky venture with the government under the expectation that CHTE would indirectly reap the profits of the venture, American Capital compels a conclusion that any claim for the loss of SSA’s equity must be asserted only by SSA.
Accordingly, the $2,279,700 that the trial court determined was the value of CHTE’s equity in SSA, and thus included in CHTE’s damages, cannot be recovered by CHTE and must be deducted from the award of damages. Its recovery of $14,847,100 must therefore be reduced to $12,567,400, or the value of its subdebt contribution ($21,700,000) less the discount for the release of obligations under the NWM letters ($9,132,600).
CONCLUSION
For the foregoing reasons, the judgment of the Court of Federal Claims is affirmed in part and reversed in part, and the case is remanded with instructions to enter judgment in favor of CHTE in the amount of $12,567,400.
AFFIRMED-IN-PART, REVERSED-IN-PART, and REMANDED.
COSTS
No costs.