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Practice Areas

 
   
 

 
Capital Markets and Corporate Finance
• Initial public offerings
• Secondary stock offerings
• Mutual-to-stock conversions
• Mutual holding company
. reorganization and stock offerings
• Preferred stock and debt offerings
.
General Corporate and Securities Law
.
Mergers and Acquisitions
.
Banking and Financial Services
.
Executive Compensation, Employee Benefits and Taxation
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Markets and Corporate Finance

Luse Gorman is the leading law firm in the United States in total common stock offerings by commercial banks and savings institutions. Our attorneys advise our clients and oversee transactions involving common stock offerings, trust preferred and permanent preferred stock offerings, subordinated debt and medium term note offerings, and private placement and venture capital financings, on both a best efforts and firm commitment basis. Since 2000, our firm has acted as issuer’s or underwriter’s counsel for more than 150 public offerings of common stock, which have raised more than $10 billion of new capital for the financial services industry. During the past several years, we have also acted as issuer’s or underwriter’s counsel for six secondary offerings of common stock, which raised more than $1.2 billion. Part of our services involves counseling clients regarding the most advantageous and cost-effective method of raising capital, including the advantages and disadvantages of common stock, preferred stock and debt, and the impact of each type of security on regulatory capital.

Our client base includes banks and their holding companies of all sizes throughout the United States. We also represent credit unions in their conversion to the savings bank charter. Our clients are primarily community-based financial institutions with assets ranging from $25 million to $25 billion, although we also represent large domestic and international money center banks, as well as foreign banks in their United States operations. We advise our clients on a broad range of capital-raising and similar transactions, including stock offerings, holding company reorganizations, mutual-to-stock conversions, mutual holding company formations and new bank start-ups. We have been ranked consistently as the number one law firm nationally in mutual holding company transactions and mutual-to-stock conversions.

We counsel banks on the advantages and disadvantages of raising capital in the public markets, as well as the costs and legal obligations of a publicly-traded, SEC-reporting company. Over the years, a significant part of our practice has involved converting mutual banks to stock form either in so-called “standard” holding company conversions or mutual holding company reorganizations. We have unparalleled experience in successfully completing these types of capital-raising corporate reorganizations on a cost-effective basis.

Many of our clients also need access to capital markets after they have completed their initial public offerings, either to support organic growth or acquisitions. As part of this effort, we work closely with our clients in evaluating the impact of capital raising transactions on regulatory capital requirements, existing stockholders and regulatory compliance.

Some of our recent representative transactions include:

  • Represented a community bank holding company in a $1.0 billion initial public offering.

  • Represented a regional bank holding company in its $460.1 million supplemental common stock offering.

  • Completed a $100.0 million incremental offering of common stock by a mutual holding company.

  • Completed more than $200.0 million of trust preferred stock offerings.

  • Completed a $24.0 million initial public offering by an industrial corporation.

  • Completed a $40.0 million initial public offering by a mutual insurance company.

  • Completed more than 200 standard mutual-to-stock conversions by mutual savings banks.

  • Completed more than 100 mutual holding company reorganizations by federal and state chartered savings banks, representing nearly 60% of the mutual holding company reorganizations completed in the United States to date.

  • Completed approximately half of all charter conversions to date by credit unions to federal or state savings bank charters.

 
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