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Frank M. (Rusty) Conner III

Partner

Washington +1 202 662 5986

  • About
  • Representative Matters
  • Credentials
  • About

    Rusty Conner has for more than 30 years advised senior management and boards of directors in devising creative solutions for achieving their strategic goals and addressing their significant challenges. Rusty’s practice is focused on mergers and acquisitions, corporate finance, corporate governance, and related strategic matters.

    He has particular expertise in the financial services sector having worked on more than 600 mergers and acquisitions and capital markets transactions with aggregate deal value in excess of $200 billion, including some of the largest and most complex transactions since the advent of consolidation in the banking industry in the 1980s.

    Rusty was named to The National Law Journal’s inaugural list of "Finance, Banking, & Capital Markets Trailblazers" in 2019. He holds rankings on Chambers USA: America’s Leading Lawyers for Business, The Best Lawyers in America, Legal 500 US, and Washington DC Super Lawyers.

    Chambers USA noted in 2020, “Rusty Conner is held in high regard for his seasoned expertise in M&A. He frequently represents a wide range of banking industry participants in major transactions.”

    Areas of Expertise

  • Practices and Industries
  • Representative Matters

    Recent M&A Transactions

    Representation of numerous consolidators and sellers in all economic cycles from the inception of intra-state consolidation to interstate, regional, national, and cross-border consolidation. Rusty’s acquisition experience includes cross-industry transactions, Fintech business models, and numerous asset classes.

    • WSFS Financial Corporation in its $975 million acquisition of Bryn Mawr Bank Corporation; $1.5 billion acquisition of Beneficial Bancorp, Inc. and its sale of five Beneficial Bank branches in New Jersey to The Bank of Princeton; $101 million acquisition of Penn Liberty Financial Corp.; $92 million acquisition of Alliance Bancorp, Inc. of Pennsylvania; and $64 million acquisition of First Wyoming Financial Corporation.
    • Simmons First National Corporation in its $434 million acquisition of The Landrum Company; $214 million acquisition of Reliance Bancshares, Inc.; $564 million acquisition of Southwest Bancorp, Inc.; $462 million acquisition of First Texas BHC, Inc.; $72 million acquisition of Hardeman County Investment Company; $77 million acquisition of Citizens National Bank from Citizens National Bancorp, Inc.; $243 million acquisition of Community First Bancshares, Inc.; $206 million acquisition of Liberty Bancshares, Inc.; and $66 million acquisition of Delta Trust & Bank Corporation.
    • CFBanc Corporation in its merger of equals with Broadway Financial Corporation to create the largest Black-led Minority Depository Institution in the U.S. with more than $1 billion in combined assets under management and approximately $850 million in total depository institution assets.

    • Veritex Holdings, Inc. in its $1 billion acquisition of Green Bancorp, Inc. 
    • Atlantic Union Bankshares Corporation in its $610 million acquisition of Access National Corporation. 
    • HomeBancorp, Inc. in its $117 million sale to First-Citizens Bank & Trust Company. 
    • BancTrust Financial Group, Inc.’s $100 million sale to Trustmark Corporation. 
    • Sterling Bancshares, Inc.’s $1.03 billion sale to Comerica, Inc. 
    • Centra Financial Holdings, Inc.’s $200 million sale to United Bankshares, Inc. 
    • T. Rowe Price’s sale of T. Rowe Price Banking Bank. 
    • Regions Financial Corporation’s acquisition of approximately 50 publicly traded depository institutions; $800 million acquisition of Morgan Keegan, Inc.; and $6 billion merger with Union Planters Corporation. 
    • Union Planters Corporation’s acquisition of over 30 publicly traded depository institutions. 
    • First Union Corporation’s (prior to its merger with Wachovia Corporation) $16.63 billion acquisition of CoreStates Financial Corp. and $5.725 billion acquisition of First Fidelity Bancorporation. 
    • C&S/Sovran Corporation’s acquisition of over 40 publicly traded depository institutions; merger of Citizens and Southern Georgia Corporation with The Citizens and Southern Corporation to create The Citizens and Southern Corporation; $4 billion merger with Sovran Financial Corporation to create C&S/Sovran Corporation; and $4.5 billion sale to NCNB Corporation to create NationsBank Corporation. 
    • Centura Banks, Inc.’s acquisition of 10 mutual thrift institutions. 
    • IndyMac Bancorp, Inc.’s acquisition of SGV Bancorp (de-REITing of IndyMac and creation of IndyMac Bancorp, Inc. as an S&L holding company); $300 million acquisition of Financial Freedom; and $100 million acquisition of New York Mortgage Trust. 
    • Bank South Corporation’s $1.8 billion sale to NationsBank Corporation. 
    • Dominion Bankshares Corporation’s $2 billion sale to First Union Corporation. 
    • United Bankshares Corporation’s $1 billion sale to BB&T Corporation. 
    • Anchor Savings Bank, F.S.B.’s sale of Southeastern Franchise to several acquirers.

    Recent Capital Markets Transactions 

    Numerous representations of underwriters and issuers in a multitude of public (including initial) offerings and private placements of debt, equity, and hybrid instruments designed to qualify as capital.

    Areas of Expertise

  • Credentials
    Education
    • University of Virginia School of Law, J.D., 1981
    • University of Virginia, B.A., 1978
        • Economics
        • with high distinction
        • Phi Beta Kappa
    Bar Admissions
    • District of Columbia
    • Virginia
    Accolades
    • The National Law Journal named Mr. Conner to its inaugural list of "Finance, Banking, & Capital Markets Trailblazers" (2019).
    • Chambers USA: America’s Leading Lawyers for Business
    • The Best Lawyers in America
    • Legal 500 US 
    • Washington DC Super Lawyers
    Memberships and Affiliations

    In addition to his work at Covington, Rusty has held board positions for several institutions, including:

    • University of Virginia, former Rector and Vice Rector and current Board of Visitors Member
    • National Democratic Institute for International Affairs, Counsel
    • Metropolitan Washington Airports Authority, former Chair of the Board
    • Virginia College Savings Plan, former Chair of the Board
    • Ford’s Theatre, former Trustee
    • Lawyers' Committee for Civil Rights Under Law, former Trustee
    • Legal Aid Society of the District of Columbia, former Board Member
    • DC Campaign to Prevent Teen Pregnancy, former Board Member

    Areas of Expertise

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