Silver, Freedman & Taff, L.L.P. MERGERS AND ACQUISITIONS IN A DOWN ECONOMY Western Independent...

Silver, Freedman & Taff, L.L.P.Silver, Freedman & Taff, L.L.P.

MERGERS AND ACQUISITIONS IN A DOWN

ECONOMY

Western Independent BankersJune 2, 2009

Presented By:Dave Muchnikoff and Barry TaffSilver, Freedman & Taff, L.L.P.3299 K Street, N.W., Suite 100

Washington, D.C. 20007(202) 295-4500

[email protected]@sftlaw.com


LOCAL BANKS FACE BIG LOSSESLOCAL BANKS FACE BIG LOSSES

Journal Study of 940 Lenders Shows Potential for Deep Journal Study of 940 Lenders Shows Potential for Deep Hit on Commericial PropertyHit on Commericial Property

Wall Street Journal Headline: May 19, 2009Wall Street Journal Headline: May 19, 2009

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Community BankCommunity Bank Unlikely to sell in down market - succession may be only Unlikely to sell in down market - succession may be only

reason to sellreason to sell

Distressed BankDistressed Bank Acquire at a large discount to book valueAcquire at a large discount to book value

Stalled De NovoStalled De Novo Acquire undeployed capital at a minimal costAcquire undeployed capital at a minimal cost

Who Is Selling?Who Is Selling?

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Why Buy Today?Why Buy Today?

Bank stocks are down – many trading below book valueBank stocks are down – many trading below book value Lower trading multiplesLower trading multiples Weak earningsWeak earnings Targets forced to sellTargets forced to sell Alternatives are limitedAlternatives are limited Limited competitionLimited competition Capital is kingCapital is king Cost savings and cross-marketing opportunitiesCost savings and cross-marketing opportunities Expand branch/ATM locations, improve customer accessExpand branch/ATM locations, improve customer access

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What are you acquiring? -- Unknown Asset Quality -- How What are you acquiring? -- Unknown Asset Quality -- How big is the hole? big is the hole?

Don’t want to acquire someone else’s problemsDon’t want to acquire someone else’s problems Capital is more expensiveCapital is more expensive Possible Regulatory problemsPossible Regulatory problems Limited secondary marketLimited secondary market

Why Not Buy Today?Why Not Buy Today?

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Well Capitalized Banks with:Well Capitalized Banks with:• Strong capital/creditStrong capital/credit• Good standing with regulatorsGood standing with regulators• ExperienceExperience• Good asset quality and generationGood asset quality and generation

Private Equity with:Private Equity with:• Large amount of money raisedLarge amount of money raised• Varied strategiesVaried strategies• Minimum return expectations approach 20% or moreMinimum return expectations approach 20% or more• Bank holding company status can be an obstacleBank holding company status can be an obstacle

Over Capitalized De Novo:Over Capitalized De Novo:• Alternative strategy to deploy excess capitalAlternative strategy to deploy excess capital• Limited universe of suitable targetsLimited universe of suitable targets

Banks interested in a Merger of EqualsBanks interested in a Merger of Equals

Who Should Be Buying?Who Should Be Buying?

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Merger-of-EqualsMerger-of-Equals

Double the size of the companyDouble the size of the company

Create a stronger acquiror and more valuable targetCreate a stronger acquiror and more valuable target

The likelihood of the displacement of fewer employees (as The likelihood of the displacement of fewer employees (as compared to a sale of the company)compared to a sale of the company)

The possibility for retention of local identityThe possibility for retention of local identity

The opportunity to significantly expand the reach of the The opportunity to significantly expand the reach of the franchisefranchise

Enhanced liquidity and visibilityEnhanced liquidity and visibility

Execution risk is higher than acquisitionExecution risk is higher than acquisition

Must share power (management, Board)Must share power (management, Board)

Potential for third party interlopersPotential for third party interlopers

Not many available candidates; hard to find other banks Not many available candidates; hard to find other banks with similar size, valuation and culturewith similar size, valuation and culture

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Principal Social Issues in a Merger of Equals:Principal Social Issues in a Merger of Equals:

Board / Committees:Board / Committees:• Board representation based on equity, assets, Board representation based on equity, assets,

income?income?• Advisory board?Advisory board?• How is board succession handled, for how long?How is board succession handled, for how long?

CEO/key officer succession:CEO/key officer succession:• Who will be the CEO, CFO?Who will be the CEO, CFO?• Severance payments, consulting agreements and Severance payments, consulting agreements and

succession plans?succession plans?

Determining who stays and who gets firedDetermining who stays and who gets fired

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Deal ConsiderationsDeal Considerations

Typical Compensation and Benefit Issues:Typical Compensation and Benefit Issues:

Salary adjustmentsSalary adjustments

Creation of new officer positionsCreation of new officer positions

Employment contracts (1-3 years, with CIC protection)Employment contracts (1-3 years, with CIC protection)

Change-in-control/severance payouts (1-3x payments)Change-in-control/severance payouts (1-3x payments)

Retirement plan enhancements (SERPs)Retirement plan enhancements (SERPs)

Post-merger consulting contractsPost-merger consulting contracts

Merger transaction bonuses; stay bonusesMerger transaction bonuses; stay bonuses

Advisory/emeritus boards/board retirement plansAdvisory/emeritus boards/board retirement plans

Agreements regarding participation in future stock plansAgreements regarding participation in future stock plans

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Legal / Regulatory ConsiderationsLegal / Regulatory Considerations

Typical Compensation and Benefit Issues:Typical Compensation and Benefit Issues:

Regulatory issues developing if compensation to Board or officers Regulatory issues developing if compensation to Board or officers appears gratuitous or extraordinaryappears gratuitous or extraordinary

General Rules:General Rules:

If plan / agreement in place before merger and benefits are If plan / agreement in place before merger and benefits are “reasonable and customary” then should be upheld“reasonable and customary” then should be upheld

Increases in salary or benefits generally permitted if levels are Increases in salary or benefits generally permitted if levels are brought up to acquiror levelsbrought up to acquiror levels

Special TARP IssuesSpecial TARP Issues

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Tax ConsiderationsTax Considerations

Understand IRC Section 280G – may have a significant impact on Understand IRC Section 280G – may have a significant impact on deal costs and post-merger consulting agreementsdeal costs and post-merger consulting agreements

Any “change-in-control” related payments in excess of 3x 5-Any “change-in-control” related payments in excess of 3x 5-year average taxable income may result in:year average taxable income may result in:

• 20% excise tax to executive; and20% excise tax to executive; and• Loss of tax deduction for acquirorLoss of tax deduction for acquiror

All payments triggered or accelerated by transaction may be All payments triggered or accelerated by transaction may be included (accelerated vesting of stock grants, SERPs, included (accelerated vesting of stock grants, SERPs, insurance and health care)insurance and health care)

Bona fide post-merger payments typically are not included in Bona fide post-merger payments typically are not included in 280G analysis, such as payments under consulting and non-280G analysis, such as payments under consulting and non-competition agreements, new employment contract or board competition agreements, new employment contract or board feesfees

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Typical Merger Agreement Terms:Typical Merger Agreement Terms:

Structure and pricing of transactionStructure and pricing of transaction

Representations and WarrantiesRepresentations and Warranties

Restrictions on operations pending closingRestrictions on operations pending closing

Board seats, committees and advisory boardBoard seats, committees and advisory board

Employment / change in control contracts / other Employment / change in control contracts / other severance and branch arrangementsseverance and branch arrangements

Termination provisions and termination feesTermination provisions and termination fees

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Typical Due Diligence DocumentsTypical Due Diligence Documents

Regulatory exam reports / correspondenceRegulatory exam reports / correspondence

Corporate minutesCorporate minutes

Audit reports / correspondenceAudit reports / correspondence

Internal audit reports / correspondenceInternal audit reports / correspondence

Underwriting policies and proceduresUnderwriting policies and procedures

Large loan files / classified or watch list loansLarge loan files / classified or watch list loans

Corporate governance documents (charter, bylaws)Corporate governance documents (charter, bylaws)

Litigation / personnel filesLitigation / personnel files

Environmental reportsEnvironmental reports

Material contractsMaterial contracts

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FDIC FAILED BANK TRANSACTIONSFDIC FAILED BANK TRANSACTIONS

There are three alternatives:There are three alternatives:

1) Purchase and Assumption with Loss Sharing – 1) Purchase and Assumption with Loss Sharing – Buyer acquires all loans at Buyer acquires all loans at book value after reversal of reserves, certain marketable securities at fair book value after reversal of reserves, certain marketable securities at fair market value and a limited amount of other assets at book value including market value and a limited amount of other assets at book value including OREO, and assumes deposit liabilities and certain indebtedness for borrowed OREO, and assumes deposit liabilities and certain indebtedness for borrowed funds, with the acquired loans being subject to loss sharing with the FDIC. This funds, with the acquired loans being subject to loss sharing with the FDIC. This is the type of transaction we will be discussing today.is the type of transaction we will be discussing today.

2) Purchase and Assumption without Loss Sharing - 2) Purchase and Assumption without Loss Sharing - Buyer acquires all loans Buyer acquires all loans based upon the discount contained in its bid, certain marketable securities at based upon the discount contained in its bid, certain marketable securities at fair market value and a limited amount of other assets, and assumes deposit fair market value and a limited amount of other assets, and assumes deposit liabilities and certain indebtedness for borrowed funds. In this case, Buyer is liabilities and certain indebtedness for borrowed funds. In this case, Buyer is not entitled to any loss sharing payments from the FDIC and assumes complete not entitled to any loss sharing payments from the FDIC and assumes complete risk with respect to the assets acquired based upon its discounted bid.risk with respect to the assets acquired based upon its discounted bid.

3) Clean Bank – 3) Clean Bank – Buyer acquires marketable securities, a limited amount of other Buyer acquires marketable securities, a limited amount of other assets (but excluding loans other than overdrafts and loans secured by assets (but excluding loans other than overdrafts and loans secured by assumed deposits), and assumes deposit liabilities and certain indebtedness assumed deposits), and assumes deposit liabilities and certain indebtedness for borrowed funds. The Buyer has an option for thirty (30) days after closing to for borrowed funds. The Buyer has an option for thirty (30) days after closing to acquire the loans of the failed bank at book value. This transaction is a deposit acquire the loans of the failed bank at book value. This transaction is a deposit acquisition with an option to buy loans. acquisition with an option to buy loans.

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HOW DO I RECEIVE INFORMATION ABOUT HOW DO I RECEIVE INFORMATION ABOUT BUYING A FAILING BANK FROM THE FDIC?BUYING A FAILING BANK FROM THE FDIC?

• You must be a financial institution who is approved to You must be a financial institution who is approved to bid by its primary federal regulator and the FDIC Division bid by its primary federal regulator and the FDIC Division of Supervision and Consumer Protectionof Supervision and Consumer Protection

• You are provided password access to an FDIC designated You are provided password access to an FDIC designated websitewebsite

• Through the FDIC website you can access bid and Through the FDIC website you can access bid and transaction information and documentation relating to transaction information and documentation relating to the failing bank that will be offered for sale after you the failing bank that will be offered for sale after you electronically agree to the FDIC Confidentiality electronically agree to the FDIC Confidentiality AgreementAgreement

• This information is normally posted on the FDIC website This information is normally posted on the FDIC website approximately 4 weeks prior to the due date for bidsapproximately 4 weeks prior to the due date for bids

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WHAT TYPE OF INFORMATION WILL I RECEIVEWHAT TYPE OF INFORMATION WILL I RECEIVEELECTRONICALLY FROM THE FDIC REGARDINGELECTRONICALLY FROM THE FDIC REGARDINGTHE BID PROCESS AND THE FAILING BANK?THE BID PROCESS AND THE FAILING BANK?

Confidentiality AgreementConfidentiality Agreement Bid InstructionsBid Instructions Bid FormsBid Forms Transaction SummaryTransaction Summary Transaction RecapTransaction Recap Recent Call Report InformationRecent Call Report Information Purchase and Assumption AgreementPurchase and Assumption Agreement Single Family Loss Sharing AgreementSingle Family Loss Sharing Agreement Non-Single Family Loss Sharing AgreementNon-Single Family Loss Sharing Agreement Purchaser Eligibility CertificationPurchaser Eligibility Certification

WILL I BE PERMITTED TO DO DUE DILIGENCE?WILL I BE PERMITTED TO DO DUE DILIGENCE?

You have a choice of doing due diligence of the loan files over You have a choice of doing due diligence of the loan files over the internet for two days or on-site for two days.the internet for two days or on-site for two days.

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WHAT WILL I BE BUYING?WHAT WILL I BE BUYING? Assets To Be AcquiredAssets To Be Acquired Loans and outstanding loan commitmentsLoans and outstanding loan commitments OREO OREO Marketable securities Marketable securities Capital stock of an acquired Subsidiary, if applicableCapital stock of an acquired Subsidiary, if applicable Certain prepaid expensesCertain prepaid expenses Cash and receivables due from other financial institutions Cash and receivables due from other financial institutions Federal funds sold and repurchase agreement Federal funds sold and repurchase agreement Credit card business, if applicableCredit card business, if applicable Safe deposit boxes and related servicesSafe deposit boxes and related services Trust business, if any Trust business, if any Books and RecordsBooks and Records Amounts owed to the Failed Bank by an acquired SubsidiaryAmounts owed to the Failed Bank by an acquired Subsidiary Rights with respect to Qualified Financial ContractsRights with respect to Qualified Financial Contracts Rights to provide mortgage servicing for others and to have Rights to provide mortgage servicing for others and to have

mortgage servicing provided to the Failed Bank.mortgage servicing provided to the Failed Bank.

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WHAT WILL I BE BUYING? (cont’d)WHAT WILL I BE BUYING? (cont’d) Purchase Price of Acquired AssetsPurchase Price of Acquired Assets The purchase price for the assets is book value other than marketable The purchase price for the assets is book value other than marketable

securities which are purchased at fair market value. The book value of securities which are purchased at fair market value. The book value of loans is calculated after reversal of specific and general reserves.loans is calculated after reversal of specific and general reserves.

Option AssetsOption Assets Buyer has a 90 day post-closing option to acquire the following assets at Buyer has a 90 day post-closing option to acquire the following assets at

fair market value:fair market value:• Bank owned premisesBank owned premises• Furniture, fixtures and equipmentFurniture, fixtures and equipment• Other equipmentOther equipment

Option Contracts:Option Contracts: Buyer has a 90 day post-closing option to assume or reject the following Buyer has a 90 day post-closing option to assume or reject the following

contracts:contracts:• leases for bank premisesleases for bank premises• data processing leases (to the extent assignable)data processing leases (to the extent assignable)• third party service agreements third party service agreements

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If Buyer exercises its option to acquire bank owned premises or If Buyer exercises its option to acquire bank owned premises or assume a lease on bank premises, in either case it must purchase assume a lease on bank premises, in either case it must purchase the furniture, fixtures and equipment located at such bank the furniture, fixtures and equipment located at such bank premises for fair market value.premises for fair market value.

Assumed LiabilitiesAssumed Liabilities Either all deposit accounts or insured deposit accounts only, as Either all deposit accounts or insured deposit accounts only, as

elected by the Buyerelected by the Buyer Borrowings from the Federal Reserve Banks and Federal Home Borrowings from the Federal Reserve Banks and Federal Home

Loan BanksLoan Banks Ad Valorem taxes applicable to any asset acquiredAd Valorem taxes applicable to any asset acquired U.S. Treasury tax and loan note option accounts, if anyU.S. Treasury tax and loan note option accounts, if any Liabilities secured by or otherwise related to the assets acquired Liabilities secured by or otherwise related to the assets acquired

and contracts assumedand contracts assumed offensive and defensive litigation liabilities relating to an acquired offensive and defensive litigation liabilities relating to an acquired

loan but limited to the Buyer’s loss sharing obligation with respect loan but limited to the Buyer’s loss sharing obligation with respect to such loan to such loan

WHAT WILL I BE BUYING? (cont’d)WHAT WILL I BE BUYING? (cont’d)

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HOW DOES LOSS SHARING WORK?HOW DOES LOSS SHARING WORK?

FDIC covers 80% of the losses on acquired loans and OREO up to a specified FDIC covers 80% of the losses on acquired loans and OREO up to a specified dollar threshold amount and 95% of the losses above the threshold amountdollar threshold amount and 95% of the losses above the threshold amount

the threshold amount is normally provided by the FDIC to potential bidders the threshold amount is normally provided by the FDIC to potential bidders approximately 1 week before the bids are dueapproximately 1 week before the bids are due

Only 90 days of accrued interest on a loan is included in the loss coverageOnly 90 days of accrued interest on a loan is included in the loss coverage

Loss sharing payments are made by the FDIC on single family loans for up Loss sharing payments are made by the FDIC on single family loans for up to 10 years during the month following a short sale, realization of final to 10 years during the month following a short sale, realization of final proceeds on a foreclosure sale, a loan modification or restructuring, or a proceeds on a foreclosure sale, a loan modification or restructuring, or a portfolio sale.portfolio sale.

Loss sharing payments are made by the FDIC with respect to non-single Loss sharing payments are made by the FDIC with respect to non-single family loans and OREO on a quarterly basis based upon charge-offs at the family loans and OREO on a quarterly basis based upon charge-offs at the 80% coverage rate. To the extent that the FDIC’s coverage obligation is 80% coverage rate. To the extent that the FDIC’s coverage obligation is 95%, the additional 15% is paid at the end of 8 years.95%, the additional 15% is paid at the end of 8 years.

Loss sharing on non-single family loans and OREO applies to charge-offs Loss sharing on non-single family loans and OREO applies to charge-offs during the 5 year period following the closing and recoveries are shared during the 5 year period following the closing and recoveries are shared with the FDIC for an additional 3 years. with the FDIC for an additional 3 years.

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HOW DO BIDDERS KNOW WHAT TO BID?HOW DO BIDDERS KNOW WHAT TO BID?

You bid a specific amount as an asset premium or discount You bid a specific amount as an asset premium or discount and separate amount as a deposit premium. Normally, the and separate amount as a deposit premium. Normally, the asset bid is a negative (discount) amount and the deposit asset bid is a negative (discount) amount and the deposit bid is a positive (premium) amount.bid is a positive (premium) amount.

In many instances, the bidding has been competitive. In In many instances, the bidding has been competitive. In some cases, there have been no bids.some cases, there have been no bids.

Most winning bids contained a net negative (discount) bid Most winning bids contained a net negative (discount) bid that was less than the winning bidder’s loss exposure on that was less than the winning bidder’s loss exposure on the acquired loans. For example, if the winning bidder is the acquired loans. For example, if the winning bidder is liable for 20% of the losses on $100 million of acquired liable for 20% of the losses on $100 million of acquired loans (i.e., $20 million) and 5% on the remaining $300 loans (i.e., $20 million) and 5% on the remaining $300 million of acquired loans (i.e., $15 million), the winning million of acquired loans (i.e., $15 million), the winning bidder requested a payment from the FDIC that was less bidder requested a payment from the FDIC that was less than $35 million.than $35 million.

Other Examples -- RisksOther Examples -- Risks

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WHAT ARE THE BID AND CLOSING PROCEDURES?WHAT ARE THE BID AND CLOSING PROCEDURES?

A bid must be submitted on the form provided by the FDIC A bid must be submitted on the form provided by the FDIC together with the Purchaser Eligibility Certification and a certified together with the Purchaser Eligibility Certification and a certified copy of resolutions adopted by the board of directors of the copy of resolutions adopted by the board of directors of the bidder approving the bid and authorizing the execution of the bid bidder approving the bid and authorizing the execution of the bid by the person signing the bid form on behalf of the bidder, and by the person signing the bid form on behalf of the bidder, and approving the transaction and the transaction documents, and approving the transaction and the transaction documents, and authorizing the execution of the transaction documents by the authorizing the execution of the transaction documents by the persons who will be signing such documents on behalf of the persons who will be signing such documents on behalf of the bidder.bidder.

Bids are normally due at 10:00 a.m. on a specified Wednesday Bids are normally due at 10:00 a.m. on a specified Wednesday and the winner is notified by 3:00 p.m. on the same day.and the winner is notified by 3:00 p.m. on the same day.

On the next day, Thursday, FDIC personnel will discuss the entire On the next day, Thursday, FDIC personnel will discuss the entire closing process with the winning bidder in person or by telephone.closing process with the winning bidder in person or by telephone.

On the following day, Friday, the transaction is closed at 5:00 p.m. On the following day, Friday, the transaction is closed at 5:00 p.m. The FDIC closing team will meet in person with the winning The FDIC closing team will meet in person with the winning bidder’s closing team during the day to review closing procedures bidder’s closing team during the day to review closing procedures and the roles to be performed by FDIC personnel and the winning and the roles to be performed by FDIC personnel and the winning bidder’s personnel, respectively, in connection with the closing.bidder’s personnel, respectively, in connection with the closing.

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WHAT ARE THE BID AND CLOSING PROCEDURES?WHAT ARE THE BID AND CLOSING PROCEDURES? (cont’d)(cont’d)

Prior to closing, the FDIC and the winning bidder will Prior to closing, the FDIC and the winning bidder will execute the transaction documents.execute the transaction documents.

Immediately prior to closing, the FDIC places the failing Immediately prior to closing, the FDIC places the failing bank in receivership.bank in receivership.

At closing, the winning bidder must have at least one of its At closing, the winning bidder must have at least one of its personnel at each branch of the failed bank working with personnel at each branch of the failed bank working with FDIC personnel on the transfer FDIC personnel on the transfer

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DOES THE WINNING BIDDER PAY MONEY TO OR DOES THE WINNING BIDDER PAY MONEY TO OR RECEIVE MONEY FROM THE FDIC?RECEIVE MONEY FROM THE FDIC?

The winning bidder will The winning bidder will notnot pay any money to the FDIC. If pay any money to the FDIC. If the the First Loss TrancheFirst Loss Tranche is a positive number, then the is a positive number, then the winning bidder will absorb the first losses on the acquired winning bidder will absorb the first losses on the acquired loans up to such positive amount and then loss sharing loans up to such positive amount and then loss sharing starts.starts.

If the If the First Loss TrancheFirst Loss Tranche is a negative number, the winning is a negative number, the winning bidder will be paid the negative amount by the FDIC by bidder will be paid the negative amount by the FDIC by wire transfer before the end of the first business day wire transfer before the end of the first business day following the closingfollowing the closing

The The First Loss TrancheFirst Loss Tranche is the sum of (i) the winning bidder’s is the sum of (i) the winning bidder’s asset premium (discount) bid as reflected in its bid, plus asset premium (discount) bid as reflected in its bid, plus (ii) the winning bidder’s deposit premium bid as reflected in (ii) the winning bidder’s deposit premium bid as reflected in its bid, plus (iii) the dollar value of the assets being its bid, plus (iii) the dollar value of the assets being acquired (book value, except marketable securities are at acquired (book value, except marketable securities are at fair market value) less the dollar amount of the liabilities fair market value) less the dollar amount of the liabilities assumed, which may be a positive or negative amount. assumed, which may be a positive or negative amount.

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DOES THE WINNING BIDDER PAY MONEY TO OR DOES THE WINNING BIDDER PAY MONEY TO OR RECEIVE MONEY FROM THE FDIC?RECEIVE MONEY FROM THE FDIC? (cont’d) (cont’d)

Example 1Example 1 Negative Asset BidNegative Asset Bid = <$15 million>= <$15 million> Positive Deposit BidPositive Deposit Bid = $2 million= $2 million Positive Net Equity Positive Net Equity

of Assets Acquired of Assets Acquired

minus Liabilities Assumedminus Liabilities Assumed = $5 million= $5 million

First Loss TrancheFirst Loss Tranche = <$8 million>= <$8 million>

Since Since First Loss TrancheFirst Loss Tranche is a negative number, the negative amount is a negative number, the negative amount (i.e. $8 million) is paid in cash by the FDIC to the winning bidder. (i.e. $8 million) is paid in cash by the FDIC to the winning bidder.

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DOES THE WINNING BIDDER PAY MONEY TO OR DOES THE WINNING BIDDER PAY MONEY TO OR RECEIVE MONEY FROM THE FDIC?RECEIVE MONEY FROM THE FDIC? (cont’d) (cont’d)

Example 2Example 2 Negative Asset BidNegative Asset Bid = <$15 million>= <$15 million> Positive Deposit BidPositive Deposit Bid = $2 million= $2 million Positive Net Equity Positive Net Equity

of Assets Acquired of Assets Acquired

minus Liabilities minus Liabilities

AssumedAssumed = $14 million= $14 million

First Loss TrancheFirst Loss Tranche = $1 million>= $1 million>

Since Since First Loss TrancheFirst Loss Tranche is a positive $1 million, the winning bidder is a positive $1 million, the winning bidder absorbs the first $1 million of losses on acquired loans before loss absorbs the first $1 million of losses on acquired loans before loss sharing starts. sharing starts.

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Who We AreWho We Are


Washington, D.C. based law firm specializing in financial Washington, D.C. based law firm specializing in financial institutions:institutions:• Mergers and acquisitionsMergers and acquisitions• Regulatory and Enforcement MattersRegulatory and Enforcement Matters• Debt and Equity Securities OfferingsDebt and Equity Securities Offerings• RecapitalizationsRecapitalizations• Compensation and Employee Benefit MattersCompensation and Employee Benefit Matters• SecuritizationsSecuritizations• Credit Union to Thrift ConversionsCredit Union to Thrift Conversions• Mutual to Stock ConversionsMutual to Stock Conversions• Charter ConversionsCharter Conversions• Holding Company and MHC Formations/ReorganizationsHolding Company and MHC Formations/Reorganizations• Bank and Thrift De Novo FormationsBank and Thrift De Novo Formations

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Silver, Freedman & Taff, L.L.P. MERGERS AND ACQUISITIONS IN A DOWN ECONOMY Western Independent...

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