Banking Mergers and Acquisitions

Bowles Rice has extensive experience in structuring and managing the formation of bank holding companies, bank mergers and acquisitions, reorganizations, the acquisition of branches and non-banking subsidiaries and other special projects.

In addition to assisting boards of directors in understanding and satisfying their fiduciary duties in a merger context, we also advise clients in the drafting and negotiation of the transaction documents and in obtaining applicable regulatory approvals.  We assist our clients in structuring transactions to meet specific regulatory and tax concerns.  We also work with clients to address anti-competitive concerns by federal banking regulators in merger transactions.

We have regular contact with:

• The West Virginia Division of Financial Institutions;
• The Virginia State Corporation Commission’s Bureau of Financial Institutions;
• The Kentucky Department of Financial Institutions;
• The Office of the Comptroller of the Currency;
• The Federal Deposit Insurance Corporation; and
• The Board of Governors of the Federal Reserve System

Bowles Rice attorneys assist bank holding companies and banks in forming non-banking subsidiaries, which conduct activities that are closely related to banking or are otherwise permissible under state and federal law.  Our services include advice and assistance in complying with federal and state securities laws associated with mergers and acquisitions.

Our relationships with our clients that have engaged in extensive M&A activity over the past 25 years have provided us with the opportunity to work on numerous public company transactions.  These transactions have involved the typical issues that arise in M&A work, including matters related to basic transactional structure and executive compensation.  Our lawyers are accustomed to being involved in all facets of the deal, from performing legal due diligence to preparing the fundamental transaction documents.

We also have recent and significant experience in preparing regulatory applications and disclosure documents and working through the various action items associated with closing M&A transactions.  Given the changes in executive compensation and bank regulatory oversight in the last 10 years, we have dedicated ourselves to remaining knowledgeable in all facets of bank regulation in order to provide informed, insightful advice on regulatory and transactional matters.

Our recent M&A transactions include:

• The acquisition of a Virginia bank holding company and its Virginia subsidiary bank having a presence in northern Virginia and Washington, D.C., with an approximate transaction value of $912 million;

• The acquisition of a Virginia bank holding company and its Virginia subsidiary bank having a presence in the northern Virginia suburbs of Washington, D.C., with an approximate transaction value of $490.6 million;
• The acquisition of a privately held community bank headquartered in Washington, D.C., with an approximate transaction value of $269 million;
• The acquisition of a West Virginia bank holding company and its West Virginia subsidiary bank having a presence in West Virginia, Maryland and Pennsylvania, with an approximate transaction value of $186.9 million;
• The acquisition of a Maryland bank holding company and its Maryland subsidiary bank having a presence in northern Virginia, Washington, D.C. and Montgomery County, Maryland, with an approximate transaction value of $109 million;
• The acquisition of a bank holding company headquartered in Washington, D.C. and its national bank subsidiary bank having a presence in northern Virginia, Washington, D.C. and Montgomery County, Maryland, with an approximate transaction value of $62.5 million; 

• The sale of a West Virginia bank holding company and its West Virginia subsidiary bank having a presence in southwestern West Virginia and southwestern Virginia, with an approximate transaction value of $42.8 million;

• The acquisition of a Virginia bank having a presence in Richmond, Virginia, with an approximate transaction value of $40.6 million;

• The acquisition of a Virginia bank holding company and its Virginia subsidiary bank having a presence in northwestern Virginia, with an approximate transaction value of $21.8 million; and

• The sale of a West Virginia community bank in southern West Virginia, with an approximate transaction value of $7.4 million.