Experience
Sale of a Bank Holding Company by a Bank Holding Company
Represented Village Bancshares, Inc., bank holding company of The Village Bank, St. Libory, Illinois, in its acquisition by First Waterloo Bancshares, Inc., bank holding company of First National Bank of Waterloo, Waterloo, Illinois.
Acquisition of Community Bank and Formation of Bank Holding Company by Investor Group
Represented a group of investors in the formation of a bank holding company and acquisition of a national bank based in Kansas via an interim bank merger.
Served as Placement Agent’s Counsel on Bank Holding Company Securities Offerings
Represented multiple investment banks as placement agent’s counsel in offerings of common stock and subordinated debt.
$31.7 Million Acquisition of Bank Holding Company
Represented Fortune Financial Corporation, bank holding company of FortuneBank, Arnold, Missouri, in its merger with a subsidiary of Southern Missouri Bancorp, Inc. (NASDAQ: SMBC), bank holding company of Southern Bank, Poplar Bluff, Missouri. The total merger consideration was approximately $31.7 million, consisting of stock and cash at a 60:40 ratio. In addition, Southern Missouri assumed approximately $7.5 million in subordinated debt.
$108 Million Acquisition of Bank Holding Company
Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.
Acquisition of a Bank and Bank Holding Company by a Bank Holding Company
Represented Royal Bancshares, Inc., bank holding company of Royal Banks of Missouri, St. Louis, Missouri, in its acquisition of Saints Avenue Bancshares, Inc., bank holding company of Saints Avenue Bank, New London, Missouri, and the subsequent merger of Saints Avenue Bank into Royal Banks of Missouri.
Advise Multiple Bank Holding Companies on Subordinated Debt Offerings
Represented over a dozen bank holding companies as issuer’s counsel in offerings of subordinated debt, including providing legal opinions under New York, Missouri and Illinois law.
Cross-Border Sale of Tech-Enabled Enterprise Sales Training Company
Served as legal counsel to a U.S.-based private equity firm in its sale to a European investor of a tech-enabled enterprise sales training company, which provided services to companies ranking within Forbes top 35 Global companies.
Acquisition of Community Bank and Formation of Bank Holding Company by Investor Group
Represented the principals of a financial planning and investment management company and other investors in the formation of a bank holding company to acquire and recapitalize a troubled community bank. This included providing counsel on forming the bank holding company, identifying the target, negotiating the acquisition, raising capital, and securing regulatory approvals.
Compliance Programs for Financial Institutions Serving Marijuana-Related Businesses
Represent multiple financial institutions regarding compliance programs for providing banking services to marijuana related businesses.
$57.6 Million Private Equity Sale of Filtered Water Cooler Provider
Served as legal adviser to a private equity firm in the $57.6 million sale of a provider and manufacturer of filtered water coolers and related products.
$34 Million Company Asset Sale
Represented a client in the $34 million sale of client assets and related companies. This was a multi-state transaction of the largest producer and distributor of rubber mulch in the United States.
Bank Acquisition by Mortgage Company
Represented the owner of a mortgage company in its purchase of a distressed community bank in the first acquisition of its kind involving a mortgage company. In order for the purchase to occur, the client had to undergo a corporate reorganization and establish a holding company to own the mortgage company and purchase the bank. As part of the transaction, we were able to gain approval from the Federal Reserve and other bank regulators to allow the client to gradually fold its mortgage operations into the bank over time.
Bank Acquisition with Complicated Regulatory Approval
Represented a banking corporation in its acquisition by a bank holding company after two prior attempts to sell the bank had failed due to regulatory issues. The transaction involved a complicated approval process that included negotiating a consent order with the Federal Reserve. Both the consent order and sale had to be approved by the Federal Reserve Board.
