Financial Institutions M&A

Davis Polk’s Financial Institutions M&A Group understands the strategic and structural M&A issues that U.S. and non-U.S. financial institutions have faced since the Financial Crisis of 2008 and will continue to face in the foreseeable future. This integrated group consists of a team of leading FIG M&A, financial regulatory, and insolvency and restructuring lawyers. 

Our M&A clients include many of the largest, most complex and interconnected U.S. and non-U.S. banking groups with cross-border operations, as well as:

  • U.S. regional and community banks
  • Private equity funds, hedge funds and other investors
  • Exchanges, clearing houses, and other market intermediaries
  • Asset managers, broker-dealers and high-frequency trading firms

We have advised clients on approximately $200 billion in financial institutions M&A since 2012.

Recognition

  • Law360 – “Banking Practice Group of the Year” and “M&A Practice Group of the Year," 2013, 2014 and 2015
  • Chambers USA Awards – “Corporate/M&A Team of the Year,” 2015
  • 1st in U.S. financial institutions M&A since 2012 by cumulative deal value – Thomson Reuters

Notable Matters

  • Citi. We advised Citi on its:

    • $58 billion recapitalization transaction involving the U.S. government and private investors

    • Formation of Morgan Stanley Smith Barney, and Citi’s subsequent sale of its interest in MSSB to Morgan Stanley

    • $4.25 billion sale of OneMain to Springleaf

    • Sale of its Citi Venture Capital International (CVCI)

    • Spinout of certain Citi alternatives businesses, including CAI’s hedge fund, private equity and CLO businesses, to management

  • Morgan Stanley. We advised Morgan Stanley on its:

    • Joint venture with Mitsubishi UFJ Financial Group (MUFG) that integrated their securities operations in Japan

    • Conversion by MUFG of its convertible preferred stock into Morgan Stanley common stock

    • $7.8 billion investment in Morgan Stanley by MUFG

    • $5.5 billion investment by China Investment Corporation (CIC), a Chinese sovereign wealth fund

    • Sale of its Oil Merchanting and TransMontaigne commodities business

  • J.P. Morgan & Co. We advised J.P. Morgan & Co. on its:

    • $1 billion spinout of its proprietary hedge fund-of-funds business to Arden Asset Management

    • Sale of a portfolio of loans, securities and other related special situations investments from J.P. Morgan’s Global Special Opportunities Group to Sankaty Advisors, valued at approximately $1 billion
    • $900 million purchase of a 45% stake in American Century

    • Sale of global trust and agency services business to Citibank

  • Banco Santander. We advised Banco Santander on its:

    • €4.686 billion all-stock acquisition of all the shares of Banco Santander Brasil

    • $2.5 billion takeover of Alliance & Leicester

    • $1.9 billion acquisition of Sovereign Bancorp

    • Merger of Santander Asset Management with Pioneer Investments

  • BBVA. We advised BBVA on its:

    • Merger with Banco de Vizcaya to form Banco Bilbao Vizcaya

    • $14 billion stock-swap merger with Argentaria Caja Postal & Banco Hipotecario

    • $9.6 billion acquisition of Compass Bancshares

    • $500 million sale of its Puerto Rican operations to Oriental Financial Group

  • GE. We advised GE on its:

    • $32 billion sale of Commercial Distribution, Vendor and Corporate Finance platforms
    • $26.5 billion sale of assets and loans of GE Capital Real Estate
    • $12 billion sale of its U.S. sponsor finance business and bank loans
    • $9 billion sale of its Healthcare Financial Services U.S. lending
    • Sale of GE Capital Bank’s U.S. online deposit platform
  • ABN AMRO. We advised ABN AMRO on its $101 billion sale to a consortium consisting of Banco Santander, the Royal Bank of Scotland, and Fortis. The transaction is the largest-ever in the banking industry.
  • Credit Suisse. We advised the senior management of Credit Suisse Strategic Partners, Credit Suisse's dedicated private equity business with $9 billion in assets under management, on its sale to The Blackstone Group, one of the world’s leading investment and advisory firms.

  • Sterling Financial. We advised Sterling Financial, a Spokane, Washington-based bank holding company for Sterling Savings Bank, a Washington state-chartered and federally insured commercial bank, on its $2 billion merger with Umpqua, the parent company of Umpqua Bank, an Oregon-based community bank.

  • C1 Financial. We are advising C1 Financial, a St. Petersburg, Florida-based bank with approximately $1.7 billion of total assets, on its $402.5 million all-stock acquisition by Bank of the Ozarks, a bank headquartered in Little Rock, Arkansas, with more than 150 locations in the southeastern United States.
  • Mitsubishi UFJ Lease & Finance Company. We advised Mitsubishi UFJ Lease & Finance Company, a Japanese global leasing company, on its:

    • $1.3 billion acquisition of Jackson Square Aviation, a San Francisco, California-based full-service aircraft leasing company, from Oaktree Capital Management
    • Acquisition of Engine Lease Finance and Beacon Intermodal Leasing, valued at $370 million
  • Strategic Growth Bancorp. We advised Strategic Growth Bancorp, an El Paso, Texas-based bank holding company focused on the development and growth of a regional community banking platform in the southwestern United States on its acquisition and recapitalization of Mile High Banks, a Colorado-chartered commercial bank, through a chapter 11 filing of its parent, Big Sandy Holding Company and its acquisition of New Mexico Banquest, the bank holding company of First National, which operates branches in Los Alamos, Santa Fe, Albuquerque and Denver.

  • SWS Group. We advised the special committee of the board of directors of SWS Group, a Dallas, Texas-based full-service bank that operates securities clearing, retail brokerage, institutional brokerage and banking segments, on its successful $260 million contested acquisition by Hilltop Holdings, a Texas-based diversified financial holding company.