|
Practice/Industry Group Overview
S&C has the preeminent banking practice in the United States. We have a long tradition of representing leading U.S. and non-U.S. banks in transactions of every kind, as well as in regulatory initiatives and legislation, enforcement actions, payment system issues, anti-money laundering and corporate governance issues.
In transactional matters, we are leaders in bank M&A. We have unparalleled experience in bank securities offerings, regularly deal with the disclosure issues facing banks, and have been involved in the development of many of the most creative capital financings by banking organizations.
In matters involving regulatory or statutory interpretation, a substantial element of our success is our wide experience in dealing with the regulators themselves. We have been closely involved in the major legislative developments affecting the industry, and have participated as amicus curiae counsel on behalf of The Clearing House or other trade associations or as counsel to a principal in almost every major judicial case relating to bank powers and fundamental issues of importance to the industry.
Our banking practice has been recognized by some of the world's most prominent legal business media, including Chambers USA, Chambers Global, PLC Which Lawyer? Yearbook and IFLR 1000.
Bank M&A
S&C's preeminence in bank mergers and acquisitions is reflected in our leading position among legal advisors in number and value of transactions over the past five years, and in our appearance in more than half of the 20 largest M&A deals in U.S. banking history.
That preeminence is continuously reaffirmed in our selection as counsel in groundbreaking transactions in Asia, Europe, Latin America and the U.S. Since 2006, the Firm has acted in many of the leading bank M&A transactions of the year, including representations of:
- Wachovia (U.S.) in its US$ 25.5 billion acquisition of Golden West (U.S.), establishing the fourth largest banking organization in the United States;
- The Bank of New York (U.S.) in its US$ 16.5 billion merger with Mellon Financial (U.S.), following its US$ 3.1 billion sale of its branch network to, and acquisition of the corporate trust business of, JPMorgan Chase (U.S.), transactions that created the largest securities servicing and asset management firm globally;
- AmSouth Bancorporation (U.S.) in its US$ 10.4 billion merger with Regions Financial (U.S.), forming one of the top ten bank holding companies in the U.S.; and
- Natexis Banques Populaires (France) in its US$ 12.8 billion business combination with the IXIS operations of Caisse Nationale des Caisses d'Epargne (France) to form Natixis (France), creating the leading asset manager in France.
Other recent groundbreaking transactions in Asia, Europe, Latin America and the U.S. include representations of:
- Bank of Communications (China) in its US$ 1.75 billion sale of a 19.9% stake to HSBC (U.K.), the first foreign stake in a modern Chinese bank (2004)
- Best Deal in the Banking Industry (Asian Legal Business)
- Best Deal Involving State Owned Enterprises in China (Asian Legal Business)
- Best China Deal of the Year (Asiamoney)
- Best China Deal of the Year (FinanceAsia)
- Deals of the Year (The Banker)
- Mitsubishi Tokyo Financial Group (Japan) in its US$ 29 billion acquisition of UFJ Holdings (Japan) (2005)
- Japan M&A deal of the Year (Asian Legal Business)
- Japan deal of the Year (Asian Legal Business)
- Deal of the Year (Acquisitions Monthly)
- Japan Deals of the Year: Best M&A Deal (FinanceAsia)
- Japan Deals of the Year: Best M&A Deal (Asiamoney)
- Deals of the Year (The Banker)
- Deal of the Year (Asian-Counsel)
- Banacci (Mexico) in its US$ 12.5 billion acquisition by Citicorp (U.S.), the largest financial institution M&A transaction in the history of Latin America (2001)
- Latin America Deal of the Year (Acquisitions Monthly)
- M&A Deal of the Year (LatinFinance)
- M&A Deals of the Year (Institutional Investor)
- the Board of Directors of JPMorganChase (U.S.) in its US$ 60 billion acquisition of Bank One (U.S.), the third-largest U.S. bank M&A deal in history (2004)
- North America Best M&A Deal (Euromoney)
Bank Regulatory Matters
S&C's bank regulatory practice is top-ranked. In bank regulatory matters, S&C deals on a regular basis, and at all levels, with federal and state bank regulatory agencies. We have represented banking clients in numerous matters before:
- the Office of the Comptroller of the Currency
- the Federal Reserve Board and the Federal Reserve Banks
- the FDIC
- FinCEN
- the New York State Banking Department and other state banking departments
- the Office of Foreign Assets Control
- the Office of Thrift Supervision
- the Department of Justice
- Members of Congress and Congressional Staffs
Bank Capital Markets
S&C is a leading law firm in innovative domestic and international bank securities offerings. The Firm has advised on many of the largest and highest-profile bank securities transactions. Recent matters include advising:
- the underwriters in the offering of US$ 1 billion 5.625% Subordinated Notes due 2016 by
Federal Home Loan Bank of Chicago - the first subordinated debt offering by a Federal Home Loan Bank (FHLB) and the first time an individual Home Loan Bank issued its own debt as opposed to consolidated obligations issued jointly by all 12 government-sponsored Federal Home Loan Banks that comprise the Federal Home Loan Bank System (June 2006); and
- the Bank of China in its US$ 11.8 billion privatization and IPO, including a Rule 144A offering in the United States, a Regulation S offering outside of the United States, a public offering and listing in Hong Kong and a public offering without listing in Japan - the largest IPO in the world since 2000 and the largest equity offering ever by a PRC company (June 2006).
One of the most important U.S. capital markets developments during the past two years has been the explosion of a new generation of innovative hybrid securities which are designed to achieve enhanced equity treatment by rating agencies, debt treatment for the issuer (with an interest deduction) and, for bank holding companies and banks, Tier 1 regulatory capital treatment. S&C has pioneered virtually every major development in this area, representing during this period the issuer or the underwriters in over 60 hybrid securities offerings by U.S. issuers (which raised approximately US$ 50 billion), often acting as structuring counsel in transactions that were the first to achieve a particular desired objective. Our involvement included representation of Merrill Lynch in developing its ICONs product, JPMorgan Chase in developing its CENTs product and Goldman Sachs in developing its WITS product.
Recent notable transactions include:
- Representing First Tennessee Bank, N.A. in the development of Replacement Capital Covenants ("RCCs"), first implemented by First Tennessee Bank in connection with its 2005 offering of preferred stock (March 2005).
- Representing Lehman Brothers Holdings/Lehman Brothers Holdings E-Capital Trust I as issuer of US$ 300 million Rule 144A/Reg S Floating Rate Enhanced Capital Advantaged Preferred Securities (E-CAPS) in August 2005. This first-of-its-kind transaction kicked off the market for a new breed of tax deductible debt-equity hybrids and was named "FIG Innovation of the Year" by Euromoney (August 2005).
- Representing the underwriters in the Wachovia Corporation/Wachovia Capital Trust III US$ 2.5 billion SEC-registered 5.8% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities (WITS) offering in February 2006. S&C also acted as regulatory counsel to the issuer. The underwriters included Goldman Sachs and Wachovia Securities (February 2006).
- Acting as structuring counsel for Capital One Financial Corporation/Capital One Capital III's offering of US$ 600 million SEC-registered 7.686% Capital Securities in August 2006. The Firm also provided special tax advice to the guarantor and represented the underwriters. This was the first bank holding company term debt hybrid security to achieve Tier I treatment for regulatory capital purposes and "Basket D" treatment by Moody's.
- Representing the underwriters in the US$ 1 billion SEC-registered offering of hybrid securities by SunTrust Capital VIII. The securities are: 6.100% Trust Preferred Securities, fully and unconditionally guaranteed by SunTrust Banks, Inc. (December 2006).
- Representing the initial purchasers in four Rule 144A/Reg S offerings of REIT-like hybrid securities by Washington Mutual with an aggregate value of US$ 3 billion. The issuers are Washington Mutual Preferred Funding Trust I, Washington Mutual Preferred Funding (Cayman) I Ltd., Washington Mutual Preferred Funding Trust II and Washington Mutual Preferred Funding Trust III (March 2006, December 2006 and May 2007).
- Representing JPMorgan Chase & Co. as lead manager in connection with seven SEC-registered offerings of hybrid securities with an aggregate value of US$ 5.5 billion (2006 and 2007).
Bank Lending
S&C's lending practice includes the representation of buyers, sellers and borrowers in strategic contexts and the representation of arrangers in the design, negotiation and syndication of innovative facilities. Our bank lending practice involves every office of the Firm, with lawyers working together on cross-border transactions and financings throughout North America, South America, Europe and Asia.
S&C lawyers have experience with:
- large bridge financings, including roles on the acquisition financings for Philips Semiconductor, Toys "R" Us and others and familiarity with the financings involved in our significant M&A mandates such as HCA and Aramark;
- terms available to financial bidders in the U.S., London and Hong Kong loan markets, including the details of firm commitment letters in both the U.S. and European ("funds certain") styles;
- the integration of sophisticated financial structures into standard acquisition commitment papers to lower financing costs (e.g., the design of the bridge-to-securitization structures for the Hertz and Neiman Marcus staple packages) or to reduce risk (e.g., the mitigation of sign-to-close energy price risk in the acquisition of the competitive generation business of Northeastern Utilities);
- asset-backed loans of all types;
- DIP and exit financings;
- loan securitizations;
- Term B, second lien and other common syndicated loan products in the financial institution, energy, commodity, media, telecommunications, gaming, retail, airline, automotive and other sectors; and
- novel PIK and mezzanine products, such as those utilized in the financing for the MBO of Peacock or pending private equity investments, emerging market financings and restructurings throughout Latin America, Africa and the former Soviet Union.
Bank Litigation and Enforcement Actions
S&C's Banking Group combines recognized expertise in bank transactional and regulatory matters with a highly skilled litigation practice to provide banking clients the most sophisticated and informed representation available. In recent years, an increasing focus of our practice has been enforcement actions by U.S. bank regulators and other governmental agencies. In this area, many of our most successful representations are those that result in no public action.
During the past year, S&C's financial institutions and criminal defense and investigations groups have continued to represent many of the world's leading banks in major disputes and investigations, including many representations and investigations that have never become public. Lawyer for lawyer, we believe we have the preeminent financial services enforcement and investigations practice in New York. Recent matters include representations of ABN Amro, The Bank of New York, Israel Discount Bank of New York, FirstMerit Corporation, Mellon Corporation, R&G Financial Corporation, UBS and Riggs Bank.
Our recent bank litigation assignments have included:
- representation of numerous U.S. and non-U.S. banking organizations in regulatory enforcement actions and internal investigations including actions involving, among others, the Securities and Exchange Commission, the Commodities Futures Trading Commission, the Office of the Comptroller of the Currency, the Federal Reserve, the FDIC and the Department of Labor;
- defense of banks, bank holding companies and their officers and directors in shareholder securities and shareholder derivative litigation;
- advice and discussions with government officials in connection with antitrust aspects of proposed banking combinations;
- advising and representing officers and directors of troubled and failed banking institutions in negotiations with banking regulators and in regulatory proceedings;
- representation of foreign banks in disputes over whether deposit accounts in branches in foreign countries can be attached by U.S. authorities;
- defense of regulatory decisions favorable to the banking industry or particular banking clients;
- opposing state efforts to limit credit card charges by out-of-state banks;
- representation of both U.S. and non-U.S. banking organizations in various lawsuits arising from employment terminations;
- representation of both U.S. and non-U.S. banking organizations in U.S. federal money laundering criminal investigations; and
- representation of banking organizations in disputes over transactions involving derivative products and other financial instruments.
Practice Contacts
Michael M. Wiseman
New York
P +1-212-558-4000
F +1-212-558-3588
wisemanm@sullcrom.com
|
RSS | Blog | Advertising Opportunities | Site Map | Contact Us