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March 12, 2012 2:58 PM

S&C, Wachtell Advise on $1.5 Billion California Bank Takeover

Posted by Brian Baxter

A pair of California banks have turned to Sullivan & Cromwell and Wachtell, Lipton, Rosen & Katz for counsel on a proposed $1.5 billion takeover.

Under the terms of the deal announced Monday, San Francisco–based UnionBanCal, a unit of Japan's Mitsubishi UFJ Financial Group, will pay $46 a share in cash to buy Pacific Capital Bancorp. That price represents a 60 percent premium above Pacific Capital's closing stock price Friday. 

S&C chairman emeritus H. Rodgin Cohen, one of the nation's top banking attorneys, is leading a team from the firm representing UnionBanCal on the deal, the largest in the banking sector so far this year.

The full roster of S&C lawyers working on the transaction includes financial institutions M&A partner Donald Toumey, corporate partner Keiji Hatano, M&A partner James Morphy, antitrust partner Yvonne Quinn, tax partner Ronald Creamer, employee benefits special counsel Rebecca Coccaro, IP special counsel Blaze Waleski, antitrust special counsel Eric Queen, environmental special counsel Matthew Brennan, and Investment Advisers Act special counsel Mark Lab.

S&C advised Tokyo-based Mitsubishi, Japan's largest bank, in 2008 on its $3.6 billion purchase of UnionBanCal. Morris Hirsch is general counsel and Mark Gillett is senior counsel for Union Bank, a unit of UnionBanCal that operates about 400 branches throughout California, New York, Oregon, Texas, and Washington.

The Wall Street Journal reports that the acquisition of Pacific Capital, which has almost $6 billion in assets, would help bolster UnionBanCal's profile within California’s fragmented banking market.

Wachtell corporate partners Edward Herlihy and Lawrence Makow, two veteran banking lawyers, are taking the lead in advising Pacific Capital, according to an agreement and plan of merger filed Monday with the SEC. Other Wachtell lawyers working on the matter include bank regulatory partner Richard Kim, executive compensation and benefits partner Jeannemarie O'Brien, antitrust partner David Neill, and corporate counsel David Adlerstein. The firm has previously done work for Pacific Capital.

John Mackall, a founding partner of Santa Barbara–based Seed Mackall, is a member of Pacific Capital's board. Frederick Clough served as general counsel of Pacific Capital until his retirement in 2010. Christine Sontag now serves as associate general counsel for the bank.

Pacific Capital's sale to UnionBanCal is expected to close in the fourth quarter of this year, pending regulatory approval.

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