Lee A. Meyerson Partner

Home , Bank One Corporation, Chemical Bank, South Financial Group, White knight (business)

425 Lexington Avenue New York, NY 10017 [email protected] Phone: +1-212-455-3675 Fax: +1-212-455-2502

Lee Meyerson specializes in mergers and acquisitions and in PRACTICE FOCUS capital markets transactions for financial institutions. Lee, who is Head of the Firm’s Financial Institutions Practice and Mergers and Acquisitions previous Head of our global M&A Practice, has participated in Corporate many of the largest U.S. financial services mergers of the past Financial Institutions several decades, including representing JPMorgan Chase & Co. Capital Markets in its $58 billion merger with Bank One Corporation, Mellon Corporate – M&A Regulatory Advice Financial in its $16.8 billion merger with The Bank of New York, Corporate Governance TCF Financial in its $3.5 billion merger of equals with Chemical Shareholder Activism Bank, Fifth Third in its $4.7 billion acquisition of MB Financial, Accessing Emergency Government Synovus in its $3.8 billion acquisition of Florida Community Support Programs Bank, KeyCorp in its $4.1 billion acquisition of First Niagara and The Toronto-Dominion Bank in its acquisitions of Scottrade INDUSTRIES Bank ($4 billion), Commerce Bancorp ($8.5 billion), Chrysler Financial ($6.3 billion) and Target’s credit card portfolio ($5.9 Financial Services billion). Recent representations include WMH in its merger with Nationstar Mortgage ($3.8 billion), IBERIABANK’s acquisitions of Sabadell United ($1 billion) and Gibraltar Trust ($220 million), CoBiz in its sale to Bank of Oklahoma ($1 billion) and People’s United’s acquisitions of four community banks over the past several years (aggregate consideration approximately $2 billion), including People’s United’s acquisition of United Financial ($759 million). He has also represented clients outside the financial services industry, including Petrohawk Energy in its $15 billion sale to BHP Billiton and Canadian Pacific Railway in its $28 billion proposal to acquire Norfolk Southern.

www.simpsonthacher.com 1 Throughout the financial crisis that began in 2008, he represented a broad spectrum of banks, private investors and government agencies in many of the key transactions during this period. At the height of the crisis in October 2008, he represented the U.S. Treasury in connection with developing, structuring and documenting its $250 billion TARP program for purchasing equity in U.S. financial institutions, as well as Treasury’s targeted investments in Citigroup and Bank of America and the exchange of $49 billion of Citigroup preferred stock for common stock and trust preferred securities. He was also 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. During this period he was involved in a number of non-assisted transactions, including The Toronto-Dominion Bank’s acquisition of The South Financial Group (the first non-assisted acquisition of a troubled bank following the financial crisis), People’s United’s acquisitions of Danvers Bancorp, Smithtown Bancorp and LSB Corporation, and recapitalizations of troubled banks led by Carlyle, Oak Hill, Corsair and other investors.

His transactions over the past several years also include representing JPMorgan Chase in the $3.5 billion sale of its global physical commodities business to Mercuria, private equity investors in their $1 billion investment in Banco Santander’s U.S. auto finance business and its subsequent IPO, The Charles Schwab Corporation in its $1 billion acquisition of optionsXpress, The Carlyle Group in its acquisition of the TCW Group (a $130 billion AUM asset manager) and Blackstone and Corsair in their acquisition of a majority interest in First Eagle Investment Management ($90 billion AUM), Wachovia in its $6.8 billion acquisition of A.G. Edwards, UBS in its $2.5 billion acquisition of Banco Pactual (Brazil’s leading independent

www.simpsonthacher.com 2 investment bank), The Toronto-Dominion Bank in its $3.2 billion going-private acquisition of its subsidiary, TD Banknorth, and People’s United Financial’s $738 million acquisition of Financial Federal (equipment leasing). In addition, he has participated in the most significant private equity investments in the banking industry over the past decade, including representing Washington Mutual in its $7.2 billion equity issuance to TPG and other investors, representing the lead investor in National City’s $7 billion equity issuance and representing the private equity and other investors in the precedent-setting acquisition of Doral Financial ($610 million).

In prior years, his M&A transactions included representing Washington Mutual in its $6.6 billion acquisition of Providian Financial, The Toronto-Dominion Bank in both the sale of its Waterhouse subsidiary to Ameritrade ($3 billion) and its $3.8 billion acquisition of a majority interest in Banknorth, Federated Department Stores in the sale of its credit card portfolio to Citigroup ($7.4 billion), Independence Community Bank Corp. in its sale to Sovereign Bancorp ($3.6 billion) and JPMorgan Chase & Co. in the sale of its discount broker subsidiary, Brown & Co., to E*Trade for $1.6 billion. Other M&A representations include Washington Mutual in the sale of its consumer finance group to Citigroup ($1.25 billion) and its earlier acquisition of Dime Bancorp ($5.2 billion); Wachovia Corporation in its innovative securities brokerage joint venture with Prudential ($4.2 billion), and legacy Wachovia’s merger with First Union Corporation ($14.7 billion) and concurrent defense against the hostile takeover bid by SunTrust Banks; the consortium purchase of bond insurer Financial Guaranty Insurance Corp. from GE Capital ($2.2 billion); Chase Manhattan’s acquisitions of JPMorgan & Co. ($34 billion) and Hambrecht & Quist ($1.35 billion), as well as its purchase of Providian’s $8 billion portfolio of platinum and other credit cards; the acquisition by BNP Paribas of the publicly held shares of BancWest Corporation ($2.49 billion); and the acquisition by Independence Community Bank of Staten Island Bancorp ($1.5 billion). Earlier transactions include the merger of CoreStates Financial Corp. with First Union Corp. ($17 billion), Washington Mutual’s “white knight” acquisition of Great Western Financial Corp. ($10 billion) and

www.simpsonthacher.com 3 Chemical Bank’s acquisition of The Chase Manhattan Corporation ($10 billion).

Lee’s capital markets practice includes IPOs (including the recent IPOs of First Hawaiian Bank, Opus Bank, Capital Bank and Everbank) and a broad range of debt, equity and hybrid capital securities offerings for banks, thrifts, insurance companies and other financial services companies. He participated in numerous U.S. bank stock offerings over the past several years, including common and preferred stock offerings for a broad range of regional and money center banks ranging from Cullen/Frost, First Horizon, Texas Capital, IBERIABANK and TCF Financial to JPMorgan Chase. Earlier transactions included representing CIBC in the innovative monetization of its $369 million equity stake in Global Payments Inc. through a series of hedged collar transactions and underwritten share offering and representing the underwriters in Hudson City Bancorp’s $3.93 billion second-step conversion and common stock offering, which was at the time the largest public stock offering in the history of the U.S. banking industry.

Lee has been ranked as one of the leading M&A and banking lawyers in the United States in a number of recent surveys, including The American Lawyer, which selected him as a “Dealmaker of the Year” for both 2008 (no. 4) and 2005, Chambers USA: America’s Leading Lawyers for Business 2020 (Financial Institutions M&A – Band 1; Corporate/M&A – Band 4), Who’s Who Legal 2013 (“Top 10” lawyer in Banking), The Legal 500 US 2020 (Leading Lawyer: Hall of Fame in Financial Services Regulation and M&A: Large Deals ($1bn+)), The Best Lawyers in America (Banking and Finance Law 2012), Practicing Law Company Yearbook 2009 (“Highly Recommended Individual”), and BTI’s 2008 Client Service All- Star Team for Corporate Transactions. On October 22, 2009, Financial Times awarded Lee and his team the 2009 Innovative Lawyers award for their work relating to the “U.S. Financial Crisis and Downturn 2009.” He is a frequent speaker and author on issues concerning the financial services industry, including co-chairing PLI’s annual Institutes on the Financial Services System for the past seven years.

www.simpsonthacher.com 4 Lee joined Simpson Thacher in 1981 and became a Partner in 1989. He received his A.B., magna cum laude, in 1977 from Duke University and his J.D. from New York University School of Law in 1981, where he was editor of the New York University Law Review.