Luse Gorman is one of the leading law firms in the United States in total common stock offerings by commercial banks and savings institutions. Additionally, since 2000 we have been ranked consistently as the number one law firm nationally in mutual holding company transactions and mutual-to-stock conversions, which involve both minority and secondary common stock offerings.
We work with clients to assess their capital needs and how best to achieve them. As issuer’s counsel, our attorneys oversee offerings involving common stock, preferred stock, subordinated debt and medium-term notes, as well as private placements and venture capital financings, on both a best efforts and firm commitment basis. As part of our services, we work closely with clients in choosing the most advantageous state in which to incorporate their holding company, if a holding company is being organized to issue securities.
We have also acted as underwriter’s counsel in a variety of financial institution offerings, and represent private equity and venture capital firms investing in banking businesses.
Public Offerings of Equity and Debt Securities
We represent issuers in public offerings of capital stock, debt, and other securities. We have extensive experience in registering initial public offerings with the Securities and Exchange Commission, as well as state Blue Sky regulators, and we also represent stock banks and their holding companies in selling securities that are exempt from registration. We counsel clients 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. As part of our services, we work closely with clients in drafting the necessary offering documents and registration statements for filing with the SEC. We also advise our clients regarding listing on the NASDAQ, the New York Stock Exchange, and other securities exchanges. This involves comparing the advantages and disadvantages, the regulatory burdens associated with the different exchanges and cost considerations.
Many of our clients also seek to access capital markets after they have completed their initial public offerings, either to support organic growth or acquisitions. In secondary or follow-up offerings, we work closely with our clients in evaluating the impact of capital raising transactions on regulatory capital requirements and existing stockholders.
Private Placements
Our firm represents public and privately held companies in private capital raising transactions involving equity, debt and other securities. We help to negotiate and structure transactions that protect our clients’ interests and control over their business, and provide guidance with regards to change in bank control regulations, rebuttal notices and passivity agreements. We also work closely with issuers in drafting offering materials used in connection with private placement transactions.
Mutual Holding Company Reorganizations and Minority Stock Offerings
Reorganization into the mutual holding company structure allows mutual savings institutions to preserve their mutual ownership and control while putting in place a structure that facilitates both future capital raising transactions and mergers and acquisitions. Mutual holding companies are unique organizations requiring considerable expertise and understanding by counsel of how they operate, how they are regulated and how best to use the corporate structure to achieve the long term goals of management and the board of directors. Luse Gorman has completed more mutual holding company reorganizations, both with and without concurrent common stock offerings, than any other law firm in the nation. Our expertise and knowledge of the federal and state laws and policies governing mutual holding companies is unparalleled. We have completed more than 100 mutual holding company reorganizations by state and federal savings banks and savings associations (representing approximately 60% of all mutual holding company reorganizations completed in the United States), and we are firmly committed to the long-term viability of the mutual holding company structure.
Mutual-to-Stock Conversions and Stock Offerings
A significant part of our practice involves advising mutual savings institutions and mutual holding companies that wish to convert to the stock form of ownership. These are highly regulated transactions at both the state and federal levels, and an in-depth knowledge of the applicable regulations and the regulators is essential to a successful transaction. We get involved early in the stock conversion process by educating boards and management as to how conversions work and what to expect as part of the transaction. We advise mutual institutions on all aspects of the process, including selecting the appropriate state to incorporate a holding company, drafting articles of incorporation and bylaws, filing all applications with the SEC and federal or state banking regulators, and advising regarding the appropriate exchange for listing a converting savings institution’s common stock. Our responsibility is to oversee the entire stock conversion process to ensure that deadlines are met, individual responsibilities are achieved and regulatory filings are made in a timely manner.
Luse Gorman has unparalleled experience in successfully completing these complex corporate reorganizations and capital-raising transactions on a cost-effective basis, and we have completed more mutual-to-stock conversions than any other law firm nationally every year since 2000.
Investment Banking
We have extensive experience representing investment banking firms in initial public offerings and secondary offerings of equity and debt securities of banks and bank holding companies. Our services include performing due diligence, reviewing offering documents and disclosures, preparing agency agreements and related documents, and securing FINRA approval of the underwriter’s compensation.
Private Equity and Venture Capital
Our firm represents private equity and venture capital firms seeking to invest in financial institutions. We work closely with these firms to develop agreements and structures that protect a firm’s investment interests taking into consideration the complex laws and regulations relating to the control of banks or bank holding companies. We offer our clients industry expertise and seasoned insight into the various bank regulators’ policies and practices that significantly affect an investment, including policies and practices (such as rebuttal notices and passivity agreements) that can enable private equity or venture capital firms to make their desired investments in financial institutions without becoming regulated as bank holding companies.
