|
|
Financial Institutions
Economic Update: Summaries and insight on legal developments resulting from the unprecedented economic crisis and recovery are now available via the Troutman Sanders Economic Crisis Resource Center. The world in which financial institutions operate continues to experience unprecedented change. Financial markets have become increasingly competitive, presenting institutions with compelling new challenges. The complexity of financial regulation and the level of regulatory scrutiny have also increased. The effort to develop innovative financial products has intensified as institutions seek new revenue sources. As a result, financial institutions are increasingly involved in electronic commerce. Troutman Sanders is well qualified to counsel clients in this environment. The firm's extensive experience in bank formations, mergers and acquisitions and in dealing with federal and state regulatory agencies enables it to provide effective, efficient and creative representation to clients. Our Practice
Troutman Sanders has a long history of service to financial institutions. In Virginia, the firm has served as outside counsel to the Virginia Bankers Association and its affiliates for over 50 years. The Group provides services to all types and sizes of financial institutions from multi-state holding companies to state and national community banks. In recent years one of the Firm's focuses has been on community bank merger and acquisition activity. In February 2001 American Banker reported that Troutman Sanders ranked 21st among the top lead legal advisors in the nation for bank and thrift mergers in 2000 (ranked by announced deal value). In addition to merger and acquisition activity, Troutman Sanders assists clients in other corporate related matters such as capital formation, corporate governance and restructuring, management disputes, employee benefits and compensation, regulatory compliance, branching, and product and service development for customers. The Firm also represents clients before regulatory authorities including the Federal Reserve, the FDIC, the OCC, HUD and state banking agencies. Mergers & Acquisitions and Formations
The Firm has represented both buyers and sellers in mergers, advising them on a variety of corporate, securities, tax, contract, regulatory, environmental and real estate matters. Troutman Sanders has also assisted in the formation of a number of new community banks. Sample transactions include: Atlanta Office: - Acquisitions on behalf of Century South Banks, Inc., including: The Bank of Ellijay; The First National Bank of Polk County; Georgia First Bank; First National Bank of Union County; Gwinnett National Bank; Fannin County Bank; First Community Bank of Dawsonville; Peoples Bank; Bank of Danielsville; Bank Corporation of Georgia; and Independent Bancorp, Inc.
- Acquisitions on behalf of PAB Bankshares, Inc. of Investors Financial Corporation; Eagle Bancorp, Inc.; and Baxley Federal Savings Bank.
- Formation of a multi-bank holding company, Southeastern Banking Corporation, and acquisitions of the following banks on behalf of Southeastern Banking Corporation: The Darien Bank; Camden County State Bank; Jeff Davis Bank; Nicholls State Bank; three branches of First Georgia Savings Bank, FSB; two branches of Bank South; United Citizens Bank; three branches of Compass Bank.
- Sale of NBWC Corporation to Synovus Financial Corp.
- Formation of a holding company to acquire all of the outstanding shares of Cairo Banking Company; acquisition of The Bank of Meigs, and sale of all the outstanding stock of Cairo Bankshares, Inc. to ABC Bancorp.
- Formation of a holding company to acquire all of the outstanding shares of Gilmer County Bank, and the registration of the holding company shares with the SEC.
- Formation of a holding company whereby all of the outstanding common stock of Peoples Bank was exchanged for stock in Peoples Banking Corp., and registration of the holding company stock with the SEC.
- Special counsel to Carroll National Bank regarding sale of all of its outstanding stock to Synovus Financial Corp. for Synovus Financial Corp. common stock.
- Acquisition of a branch of Fulton Federal Savings Bank from the Resolution Trust Corporation on behalf of Peoples Bank.
- Sale of all of the outstanding stock of Sea Island Bank to Synovus Financial Corp.
- Sale of all of the outstanding common stock of Sentry Bank Shares to SouthTrust Corporation.
- Sale of the Merchant Bank of Atlanta to Bank South.
- Sale of First Community Bancorp, Inc. to National Commerce Bancorporation.
- Sale of First National Bank of Union County to Appalachian Bancshares, Inc.
- Formations of bank subsidiary "real estate investment trusts" to increase the effective yield on real estate related assets by transferring a portion of those assets to an entity that receives favorable income tax treatment.
Virginia Office: - Affiliation between Virginia Commonwealth Financial Corporation and Virginia Heartland Bank.
- Acquisition by Virginia Commonwealth Financial Corporation of Caroline Savings Bank.
- Acquisition by FNB Corporation of Southwest Virginia Savings Bank.
- Acquisition of United Community Bankshares by Atlantic Financial Corporation.
- Acquisition of State Bank of the Alleghenies by F&M National Corporation.
- Affiliation between FNB Corporation and Salem Community Bankshares, Inc.
- Acquisition of Bedford Bancshares, Inc. by FNB Corporation.
- Formation of Virginia Commonwealth Financial Corporation, Virginia Financial Corporation, FNB Corporation, United Community Bankshares, Resource Bankshares Corporation, Access National Corporation, Alliance Bankshares Corporation, and other holding companies owning community banks in Virginia.
- Formation of Metro-County Bank.
- Formation of Albemarle First Bank.
- Formation of Access National Bank.
- Formation of Bank of Richmond, N.A.
- Formation of SuffolkFirst Bank.
- Formation of Old Point Trust and Financial Services, N.A.
- Formation of Bank of Williamsburg.
- Formation of MainStreet Bank.
Regulatory Banking continues to be one of the most heavily regulated businesses in the nation. Members of the Firm's Financial Institutions practice group have many years of experience dealing with federal and state regulators. Sample transactions involving regulators include: - Assisting board of directors in responding to comments made by or actions demanded by regulators.
- Stock repurchases, stock and warrant restructurings, and going private transactions.
- Compliance with consumer protection regulations such as fair lending, CRA compliance, Truth-in-Lending and Regulation Z; Equal Credit Opportunity Act and Regulation B; and Real Estate Settlement Procedures Act and Regulation X.
- Office re-locations and branch office acquisitions.
- Responding to regulatory requirements for corrective action.
- Preparation and review of proxy materials and "34 Act" periodic and other reports for banks and bank holding companies.
- Section 16 reports for officers and directors.
Debt/Equity OfferingsWhether starting out or completing an expansion, clients often need funds. The Firm has advised clients on the structure, tax, securities and regulatory aspects of their debt/equity offerings. Sample transactions include: - Counsel to Century South Banks, Inc. in connection with its offering of $7 million of nine percent convertible subordinated debentures.
- Counsel to Tara Bankshares, Inc. in connection with its secondary public offering of 210,000 shares of common stock at $24.00 per share.
- Counsel to The Merchant Bank of Atlanta in connection with its offering: 400,000 units consisting of one share of common stock and one warrant to purchase one share of common stock at $5.00 per share; 1,540,000 shares (minimum), 1,740,000 (maximum) of common stock at $5.00 per share (through Morgan Keegan & Company, Inc.); and up to 158,281 shares of common stock at $5.00 per share, under which a total of $10,267,095 of the common stock was sold.
- Counsel to CNB Holdings, Inc., parent of Chattahoochee National Bank, in connection with its offering of $12,350,000 of common stock at $10.00 per share (through J.C. Bradford & Co.).
- Counsel to Albemarle First Bank, Charlottesville, Virginia, in connection with its offering of $7.2 million in stock and warrants in separate rights and public offerings.
- Counsel to Alliance Bankshares Corporation, Fairfax County, Virginia, in connection with its offering of $25 million in equity securities.
- Counsel to Access National Corporation, Fairfax County, Virginia, in connection with its offering of $2.57 million in equity securities in separate rights and public offerings.
- Counsel to Alliance Bankshares Corporation, Fairfax, Virginia, in connection with its offering of $4.8 million in equity securities in separate rights and public offereings.
- Counsel to Anderson & Strudwick in connection with its underwriting of $6.5 million of common stock of Southern Community Bank and Trust Company, Richmond, Virginia.
- Counsel to Knox Wall, a division of Morgan Keegan & Company, Inc., in connection with the offering of 294,118 shares of common stock of Community Trust Financial Services Corporation for $5 million.
- Counsel to Interstate/Johnson Lane Corporation in connection with its underwriting of $10.5 million of common stock at $10.00 per share of Community Capital Bancshares, Inc., parent of Albany Bank & Trust.
- Counsel to various bank holding companies in connection with trust securities transactions.
LendingThe Firm has significant experience with respect to lending matters, assisting clients with loan transactions such as term and revolving credit loans, secured and unsecured loans, syndicated and non-syndicated loans, and single and multiple currency loans. Employee Benefits and Labor & Employment Matters
The Firm provides employee benefits advice to the Virginia Bankers Association and to the Georgia Bankers Association. Because of a familiarity with employee benefit and welfare plans for financial institutions, the Firm provides such services to a number of community banks in Georgia and Virginia. Please call for more information on the scope of Firm services, particularly as they relate to your industry. Troutman Sanders is ready, willing and able to help you and your company obtain positive results.
|
|