NEW YORK, June 0 – LAWFUEL – The Law News Network — In what is the largest public stock offering in the history of the banking industry, Thacher Proffitt announced
today that it represented Hudson City Bancorp, Inc. (Nasdaq: HCBK) in its
$3.93 billion offering of common stock in connection with its second-step
mutual-to-stock conversion. This conversion resulted in the elimination of
Hudson City’s mutual holding company structure, with Hudson City becoming a
fully publicly held entity.
A total of 392,980,580 shares were sold by Hudson City at a purchase price
of $10.00 per share in both a subscription offering to depositors and a
syndicated offering to the public. Hudson City also issued additional shares
of its common stock to existing public stockholders in a stock split at a
3.206 split ratio. More information about the transaction can be found at
Hudson City’s website at http://www.hcsbonline.com.
The conversion and offering was one of the largest domestic public
offerings in U.S. history. In comparison to Hudson City’s $3.93 billion deal
value, last year’s high-profile Google offering totaled $2.7 billion.
Thacher Proffitt represented Hudson City in connection with its initial
public offering in 1999, which raised $543.5 million, when the Company
implemented its mutual holding company structure. At the time, this was the
largest transaction of its kind. Since then, Thacher Proffitt has further
assisted Hudson City on a variety of corporate, banking, tax and employee
benefit matters, including the Company’s corporate governance project.
Omer S.J. (“Jack”) Williams and Robert C. Azarow, together with a team of
attorneys from the banking, compensation and benefits and tax practice groups
of the firm, acted as counsel to Hudson City on the transaction. Mr. Williams
stated: “We are delighted to be able to assist Hudson City in carrying out its
strategic business plans. Our firm’s combination of capital markets experience
and regulatory and corporate expertise allowed us to assist the company in all
aspects of this complicated transaction.”
Mr. Azarow stated: “This transaction was one of first impression in many
ways other than sheer size. Despite facing a number of complicated
regulatory, tax, securities law and other issues, we are pleased that it was
completed ahead of the Company’s assigned time schedule.”
Lehman Brothers Inc. served as global coordinator and sole bookrunning
manager of the syndicated offering and Ryan Beck served as sole manager of the
subscription offering and joint head manager of the syndicated offering.
Thacher Proffitt advises businesses of all types in a wide range of
corporate matters and capital markets transactions, including serving as legal
counsel to thrift conversions with total transactions valued in excess of
The Company maintains its corporate offices in Paramus, New Jersey. Its
bank subsidiary, Hudson City Savings Bank, is the largest savings bank based
in New Jersey. Hudson City Savings currently operates 86 full-service
branches throughout New Jersey and in Suffolk County, New York.
About Thacher Proffitt & Wood LLP
A law firm that focuses on the capital markets and financial services
industries, Thacher Proffitt & Wood LLP advises domestic and global clients in
a wide range of areas, including corporate and financial institutions law,
securities, structured finance, swaps and derivatives, cross-border
transactions, real estate, commercial lending, insurance, admiralty and ship
finance, litigation and dispute resolution, technology and intellectual
property, executive compensation and employee benefits, taxation, trusts and
estates, bankruptcy, reorganizations and restructurings. The Firm has more
than 225 lawyers located in New York City, NY, Washington, DC, White Plains,
NY, Summit, NJ and Mexico City, Mexico.
SOURCE Thacher Proffitt & Wood LLP