Mergers and Acquisitions


Graydon Head & Ritchey has represented many of our financial services industry clients, large and small, public and private, in a myriad of M&A transactions ranging from less than $1 million in purchase price up to $5 billion in purchase price.  Over the past several years, GH&R lawyers have represented our clients in over 200 M&A transactions involving total enterprise values in excess of $15 billion. These transactions have been structured in many different ways including:  purchases of assets or stock, forward and reverse mergers, use of ESOPs, private tender offers, and acquisitions of assets in bankruptcy proceedings, to name a few.  The consideration for these transactions has involved cash, stock, warrants, notes, earnouts and other creative mechanisms designed to create value for the parties engaged in the transactions.

We have specific expertise in acquiring bank holding companies.  We have represented a super-regional bank holding company in acquiring fourteen bank holding companies for aggregate consideration of over $11.5 billion.  These transactions ranged from $28.5 million to $4.9 billion in dollar value.  In connection with these acquisitions, we also assisted the client in all filings and merger proxy statements required with the Securities and Exchange Commission and provided tax opinions as to the tax free nature of these acquisitions.

In addition, we have represented banks and other financial services industry clients in various transactions involving the purchase or sale of assets, including stock transfer agent businesses and credit card portfolios.  We also have advised our financial services industry clients in establishing joint ventures, making strategic investments, sales of minority interests in private offerings, and various other purchase and sale transactions.