William S. Rubenstein
Mergers, Acquisitions and Restructurings of Financial Institutions
William S. Rubenstein is co-head of Skadden, Arps’ Financial Institutions Group whose practice focuses on advising clients on a wide variety of corporate transactions and other matters involving financial institutions. He has extensive experience representing financial institutions and their boards of directors in negotiated and contested mergers and acquisitions, proxy fights, privately negotiated investments and restructuring transactions. Mr. Rubenstein regularly advises private equity firms and others seeking to invest in financial institutions. Mr. Rubenstein represented clients on various aspects of federal lending, capital and liquidity support programs, including those established pursuant to the Emergency Economic Stabilization Act of 2008.
In addition, Mr. Rubenstein has handled numerous restructurings and recapitalizations involving banks and thrifts and has assisted institutions and investors in acquiring depository institutions from the Federal Deposit Insurance Corporation.
Mr. Rubenstein has represented acquirors, investors, sellers and targets on many high-profile transactions, including the representation of:
- Citigroup, Inc. in its sale of Student Loan Corporation, including the divestiture of its private student loan business and approximately $32 billion of its approximately $46 billion in assets to Discover Financial Services and SLM Corporation (Sallie Mae);
- a consortium consisting of WL Ross & Co., The Blackstone Group, The Carlyle Group, Centerbridge Capital Partners, other investors and a management team led by John Kanas, in their $900 million acquisition of the banking operations of BankUnited, FSB in an auction by the Federal Deposit Insurance Corporation, as receiver. This deal was named “Private Equity Deal of the Year” 2009 by International Financial Law Review;
- a consortium consisting of Starwood Capital Group, TPG Capital Corporation, Perry Capital LLC, and a joint venture between WL Ross & Co. LLC and LeFrak Organization Inc. in its approximately $554 million acquisition of an equity stake in a limited liability company that will hold assets formerly owned by Corus Bank, N.A. (including construction loans and real estate-owned assets) in an auction by the Federal Deposit Insurance Corporation, as receiver;
- a consortium of private equity investors including affiliates of Oaktree Capital Management L.P., Pine Brook Road Partners, LLC and Stone Point Capital LLC in the organization of AloStar Bank of Commerce and its simultaneous acquisition of the operations of Nexity Bank from the Federal Deposit Insurance Corporation;
- Pine Brook Road Partners, LLC, a private equity firm, in the approximately $110 million going-private transaction involving United PanAm Financial Corporation;
- BankUnited, Inc. in its approximately $900 million initial public offering of common stock. This is the first IPO by a new entity formed for the purpose of acquiring a U.S. depository institution that collapsed during the recent financial crisis. This deal was named “Private Equity Deal of the Year” for 2010/2011 by The Deal (June 2011), and is the largest U.S. bank IPO in history;
- BankUnited, Inc. in its $71 million acquisition of Herald National Bank;
- Ford Financial Fund, L.P., an affiliate of Gerald Ford, in its $500 million acquisition of a 91 percent stake in Pacific Capital Bancorp in connection with the recapitalization of Pacific Capital;
- The Bank of N.T. Butterfield & Son Limited, Bermuda’s largest independent bank, in a $550 million equity investment by funds affiliated with The Carlyle Group, Canadian Imperial Bank of Commerce and other institutional investors;
- Oriental Bank and Trust, a subsidiary of Oriental Financial Group Inc., in its acquisition of the assets and liabilities of Eurobank from the Federal Deposit Insurance Corporation as receiver, and related equity financing;
- Friedman Fleischer & Lowe, LLC, Harvest Partners, LP and Pine Brook Road Partners, LLC in their $115 million investment in Green Bancorp, Inc., representing 75 percent of Green Bancorp’s outstanding common equity;
- The Bank of N.T. Butterfield & Son Limited in its exempt offering of $200 million of noncumulative perpetual limited voting preference shares, which were guaranteed by the government of Bermuda;
- the special committee of the board of directors of UnionBanCal Corporation in UnionBanCal’s approximately $3.5 billion going-private transaction with its parent company, Mitsubishi UFJ Financial Group, Inc.;
- Fremont General Corporation in the approximately $1.9 billion sale of its commercial real estate lending business and related loan portfolio to iStar Financial Inc. and the proposed issuance by Fremont’s bank subsidiary of exchangeable preferred stock to an investment group led by Gerald J. Ford;
- Sovereign Bancorp Inc. in its proxy contest with activist shareholder Relational Investors arising out of Sovereign’s acquisition of Independence Community Bank Corp. and the related investment in Sovereign by Banco Santander S.A.;
- the special committee of the board of directors of WFS Financial Inc. in Wachovia Corporation’s $3.9 billion acquisition of Westcorp and WFS Financial;
- SunTrust Banks, Inc. in numerous transactions, including its approximately $7 billion acquisition of National Commerce Financial Corporation and its $14.7 billion unsolicited offer to acquire Wachovia Corporation and related proxy contest and takeover litigation;
- North Fork Bancorporation, Inc. in numerous transactions, including its $6.3 billion acquisition of GreenPoint Financial Corporation; its $726 million acquisition of The Trust Company of New Jersey; its $1.9 billion unsolicited exchange offer to acquire Dime Bancorp, Inc. and related proxy contest and takeover litigation; its $570 million acquisition of JSB Financial, Inc.; and its $352 million acquisition of Reliance Bancorp;
- Lone Star Funds in its $1.2 billion acquisition of a 51 percent stake in Korea Exchange Bank and the related disposition of a U.S. bank subsidiary of Korea Exchange Bank; and
- Sumitomo Mitsui Financial Group, Inc. in the sale of approximately $1.3 billion of convertible preferred stock to The Goldman Sachs Group, Inc. and the establishment of credit protection arrangements by Sumitomo related to certain proposed lending activities by Goldman Sachs.
Mr. Rubenstein has represented various major investment banking firms as financial advisors in significant financial institution M&A transactions. Examples include:
- Morgan Stanley & Co. Incorporated as financial advisor to The South Financial Group, Inc., a bank holding company, in its approximately $192 million acquisition by TD Bank Financial Group;
- Keefe, Bruyette & Woods, Inc. as financial advisor to Flagstar Bancorp Inc., a bank holding company, in a $250 million investment by MatlinPatterson Global Advisers LLC, a private equity firm;
- JP Morgan Chase & Co. and Merrill Lynch & Co., Inc. as financial advisors to Banco Santander S.A. in its approximately $1.9 billion acquisition of the remaining stake in Sovereign Bancorp, Inc. that it did not already own;
- UBS Investment Bank and Goldman, Sachs & Co. as financial advisors to Nationwide Mutual Insurance Company in its $2.4 billion acquisition of the remaining minority stake in Nationwide Financial Services, Inc. that it did not already own;
- Goldman, Sachs & Co. and Lehman Brothers Inc. as financial advisors and placement agents to Washington Mutual Inc. in connection with its $7 billion equity raise; and
- Goldman, Sachs & Co. as financial advisor in numerous transactions, including to The Bank of New York Company, Inc. in its approximately $16.5 billion merger with Mellon Financial Corporation, AmSouth Bancorporation in its $10 billion merger with Regions Financial Corporation, and Piper Jaffray Companies in the approximately $850 million sale of its private client services business to UBS Financial Services Inc.
Mr. Rubenstein repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business.
J.D., Benjamin N. Cardozo School of Law, 1981 (cum laude; Note and Comment Editor, Cardozo Law Review)
B.A., Fairleigh Dickinson University, 1978