News & Events

The Firm is representing TD Bank Financial Group in its announced acquisition of The South Financial Group, Inc. South Financial is the holding company for Carolina First Bank, which operates 176 stores under the Carolina First brand in the Carolinas and the Mercantile Bank brand in Florida. In the transaction, which is subject to regulatory and South Financial shareholder approval, common stockholders of South Financial will have the right to elect to receive either $0.28 in cash, or 0.004 shares of TD common stock, for each outstanding South Financial common share. In addition, immediately prior to completion of the transaction, TD will purchase from the U.S. Department of the Treasury its $347 million of South Financial preferred stock and the associated warrant acquired under the Treasury’s Capital Purchase Program and discharge all accrued and unpaid dividends on that stock for total cash consideration of approximately $130.6 million. As part of the transaction, South Financial will issue voting preferred stock to TD representing 39.9% of South Financial’s total voting power after the issuance. South Financial, which at March 31, 2010, had a total of $8.0 billion in loans and $9.8 billion in deposits, recently announced its entry into certain agreements with its banking regulators requiring, among other things, that South Financial raise a significant amount of capital within 120 days. The South Financial transaction follows TD’s acquisition in April of the banking operations of Riverside National Bank of Florida and two other banks, totaling $3.8 billion in assets and $3.1 billion in deposits, from the FDIC in an FDIC-assisted transaction.

The Simpson Thacher team for the South Financial acquisition includes Lee Meyerson, Ellen Patterson, Michael Vernace, Christine Chang and Bianca Bowen (M&A); Gary Rice and Mark Chorazak (Bank Regulatory); Steve Todrys, Jon Goldstein and Danny Salinas (Tax); and Samantha Shipp and Doug Tang (Executive Compensation and Employee Benefits). The team for the Riverside and related acquisitions includes Ellen Patterson, Mark Chorazak and Christine Chang (M&A); Steve Todrys and Jon Goldstein (Tax); Michael Isby (Environmental); and Wonda Quinn (Executive Compensation and Employee Benefits).