Significant Representative Engagements
Described below are recent financial institution merger, acquisition, securities and regulatory engagements handled by Pepper Hamilton LLP’s Banking and Financial Services Practice Group:
- formation of a de novo bank seeking to target the "unbanked" and "underbanked," including preincorporation agreement, state and FDIC applications, associated private placement of equity, employment agreements, stock benefit plans, and general corporate matters
- a bank holding company in underwritten secondary public offering
- a bank in the negotiation and establishment of a joint venture trust department established as a division of the bank
- a small publicly owned state-chartered bank in its acquisition by a bank holding company for stock, including advising the Board of Directors and management, negotiation of agreement of sale, negotiation of employment agreements for certain principals to be based on running a specialized lending group as a separate profit center, representation on securities and shareholder matters relating to solicitation of shareholder consent and general corporate matters
- a bank holding company regarding interstate expansion, including formation of a de novo federal savings association subsidiary to be located in another state
- potential organizers of a de novo bank that would finance certain specialized securitization activities
- a bank holding company regarding interstate expansion through formation and merger of an interim national bank
- a large bank holding company in the sale of three processing businesses
- a single office, direct marketing savings association in its sale for cash to an internet bank, including advising the Board of Directors and management in a bid process, negotiation of agreement of sale, representation in securities and shareholder matters relating to solicitation of shareholder consent, and general corporate matters
- a $5.9 billion bank holding company in its acquisition by a foreign bank holding company for a combination of cash and ADRs, including advising the Board of Directors and management in a bid process, negotiation of agreement of sale, representation in securities and shareholder matters relating to solicitation of shareholder consent and receipt of ADRs as consideration, and general corporate matters
- a community bank in a number of acquisitions, including its acquisition of a state-chartered mutual savings and loan association in a voluntary supervisory conversion merger, its acquisition of a state chartered savings association in a merger transaction and its acquisition of a state chartered commercial bank
- a state-chartered savings bank in its conversion to a commercial bank charter and formation of a holding company
- a community bank in its sale to a large bank holding company, including advising the Board of Directors and management in a bid process, negotiation of agreement of sale, representation in securities and shareholder matters, and general corporate matters
- a federal savings association in acquisitions of a leasing company and two mortgage finance companies
- a community bank in offerings of common stock and trust preferred securities
- a bank holding company in its purchase of performing assets and assumption of deposit liabilities of a private bank, and entering into a servicing agreement in the liquidation of the remaining non?performing assets of the private bank
- a large bank holding company on various state law issues related to acquisitions and interstate consolidation
- a state-chartered savings bank in its sale to a regional bank holding company for a combination of cash and stock, including advising the Board of Directors and management in a bid process, negotiation of agreement of sale, representation with respect to securities and shareholder matters and general corporate matters
- a savings association holding company in various capital raisings, including Non?Cumulative Convertible Preferred Stock and Units consisting of Convertible Subordinated Notes and common stock
- a state-chartered savings bank in acquisition of certain assets and liabilities of a failed savings association from the RTC, including regulatory approvals, negotiation of documentation and guidance on various election under the agreements
- a state-chartered community bank through its entire life, from formation through a bid process leading to a sale to a regional bank holding company for stock.
