Simpson Thacher’s Financial Institutions practice group combines transactional and regulatory expertise to provide fully integrated services to a broad range of clients across the sector, including banks, asset managers, insurance companies, specialty finance and credit card companies and government entities.  We also advise private equity and other investors, including sovereign wealth funds, underwriters and financial advisors on matters relating to their investments in and other activities relating to financial institutions.

Our financial institutions M&A representations over the past several years include some of the largest and most complex transactions completed during that time, including The Charles Schwab Corporation in its $1 billion acquisition of optionsXpress Holdings, Inc.; the majority shareholders of French re-insurer PARIS RE Holdings in connection with the $2 billion acquisition of PARIS RE by PartnerRe Limited; Ameriprise Financial in its $1 billion acquisition of the long-term asset management business of Columbia Management from Bank of America; the outside directors of American International Group in the $15.5 billion sale of American Life Insurance Co. (Alico) to MetLife, Inc. (MetLife) and in the $4.8 billion sale of its Japan-based life insurance subsidiaries to Prudential Financial, Inc.; Mellon Financial in its $16.8 billion merger with The Bank of New York; and KKR in its $29 billion acquisition of First Data.

We were at the center of in many of the key transactions throughout the financial crisis of the past several years.  During this time, we advised on some of the largest and most complex transactions for major financial institutions, including representing the independent directors of American International Group in connection with its $85 billion loan from the U.S. government and Lehman Brothers in the sale of most of its North American investment banking and capital markets businesses to Barclays Capital. In addition, the U.S. government selected the Firm to structure and to implement its purchase of equity in U.S. banks under the Troubled Asset Relief Program (TARP).  Ultimately, the Firm advised the Treasury on investments in excess of $200 billion in 24 institutions.  The Firm also advised the Treasury on its $30 billion public-private investment program to purchase “legacy assets” (commercial and residential mortgage-backed securities) including negotiating common investment terms simultaneously with nine different financial sponsors.

The Firm has been actively involved in FDIC failed bank auctions, representing both bank bidders and consortiums of private equity and other investors.  These representations include The Bank of Nova Scotia in its acquisition of R-G Premier Bank in Puerto Rico ($5.6 billion in assets); East West Bancorp in its acquisition of United Commercial Bank ($10.4 billion in assets) and concurrent $500 million contingent capital raise; The Toronto-Dominion Bank in its acquisition of three failed Florida banks (approximately $4 billion in assets); and investors in the FDIC-assisted acquisitions of IndyMac and BankUnited. We have also advised on a number of non-assisted transactions, including The Toronto-Dominion Bank’s $6.3 billion acquisition of Chrysler Financial and its acquisition of The South Financial Group (the first non-assisted acquisition of a troubled bank since the financial crisis); People’s United in its acquisitions of Danvers Bancorp ($493 million), Smithtown Bancorp and LSB Corporation ($151 million) and Financial Federal Corporation ($738 million) and recapitalizations of troubled banks led by Carlyle, Oak Hill and other investors.

In addition, we have participated in the most significant private equity investments in the banking industry over the past several years, including representing private equity investors in the acquisitions of BankUnited and IndyMac from the FDIC; Washington Mutual in its $7.2 billion equity issuance to TPG and other investors; the lead private equity investor in National City’s $7 billion equity issuance; Carlyle Partners in its 24.9% investment in Boston Private Financial; CapGen Financial in its $100 million investment in PacWest Bancorp and the private equity and other investors in their precedent-setting acquisition of Doral Financial for $610 million.

Our financial institutions capital markets practice includes IPOs and a broad range of debt, equity and hybrid capital securities offerings for financial services companies. We participated as either issuer’s or underwriters’ counsel in a substantial portion of the major U.S. financial institution offerings of recent years for a diverse group of issuers.

Notable examples include our representation of CNO, Inc. (formerly known as Conseco Inc.) in a restructuring of its debt; First Interstate BancSystem, Inc. in its April 2010 initial public offering, the first initial public offering of a U.S. bank since August 2007; JPMorgan Chase & Co. in connection with its 2009 public offerings of $5.6 billion of common stock and approximately $10 billion of US dollar, Euro and sterling dominated FDIC-guaranteed notes; the underwriters and dealer-managers in a $2 billion offering of common stock and mandatory convertible preferred stock and a concurrent trust preferred-for-common stock exchange offer by Regions Financial to enable it to meet the capital levels mandated by its stress test results; Wachovia Corporation in its $8.05 billion offering of common stock and non-cumulative perpetual convertible preferred stock and the underwriters in Sovereign Bancorp, Inc.’s offerings of $1.4 billion of common stock and $500 million of debt securities.

Our signature strength is the skill and judgment we have developed from our involvement in an unparalleled number of transactions coupled with our experience dealing with both the regulations to which financial institutions are subject and the regulators who administer them.