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- Home
- Professionals
- Frank M. (Rusty) Conner III
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.
Mr. Conner’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 400 mergers and acquisitions and capital markets transactions with aggregate deal value in excess of $150 billion, including some of the largest and most complex transactions since the advent of consolidation in the banking industry in the 1980s.
Mr. Conner is a frequent speaker on matters relating to mergers and acquisitions, including deal design and structure, and legal and fiduciary duties of boards of directors in the context of strategic decisions.
Recent M&A Transactions
- WSFS Financial Corporation’s $92 million acquisition of Alliance Bancorp, Inc. of Pennsylvania and $64 million acquisition of First Wyoming Financial Corporation.
- Simmons First National Corporation’s $243 million acquisition of Community First Bancshares, Inc.; $206 million acquisition of Liberty Bancshares, Inc.; and $66 million acquisition of Delta Trust & Bank Corporation.
- 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.
- 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 to create C&S/Sovran; and $4.5 billion sale to NCNB Corporation to create NationsBank Corporation.
- 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.
- Centura Banks, Inc.’s acquisition of 10 mutual thrift institutions.
- Union Planters Corporation’s acquisition of over 30 publicly traded depository 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
- National Commerce Corporation’s $38.1 million initial public offering of Common Stock.
- Avenue Financial Holdings, Inc.’s $31.6 million initial public offering of Common Stock and $20 million private placement of Subordinated Debt.
- TriState Capital Holdings, Inc.’s $35 million private placement of Subordinated Debt and $75.3 million initial public offering of Common Stock.
- Bankwell Financial Group’s $48.6 million initial public offering of Common Stock.
- Fidelity Southern Corporation’s $69 million offering of Common Stock.
- HomeBancorp, Inc.’s $20 million private placement of Senior Debt and Preferred Stock.
- 1st United Bancorp’s $80.5 million offering and $32.5 million initial public offering of Common Stock.
- BancorpSouth, Inc.’s $115 million offering of Common Stock.
- Citizens South Banking Corporation’s $15 million offering of Common Stock and Mandatorily Convertible Preferred Stock.
- IBERIABANK Corporation’s multiple offerings of Common Stock with an aggregate value of $632.7 million.
- IndyMac Bancorp, Inc.’s $500 million offering of Fixed Rate Perpetual Preferred Stock and $106 million offering of Common Stock.
- Regions Financial Corporation’s multiple offerings of debt securities with an aggregate value of $4.25 billion.
- First Citizens Bancshares, Inc.’s $75 million offering of Fixed Rate Trust Preferred Securities and $50 million offering of Fixed Rate Subordinated Debt.
- Park Sterling Bank’s $115 million offering of Common Stock.
- Sterling Bancshares, Inc.’s $92 million offering of Common Stock.
- Union Planters Corporation’s multiple offerings of debt securities with an aggregate value of $1.1 billion.
- WSFS Financial Corporation’s $50 million offering of Common Stock and $55 million offering of Fixed Rate Senior Debt.
Memberships and Affiliations
- University of Virginia, Vice Rector and Board of Visitors Member
- National Democratic Institute for International Affairs, Counsel
- Metropolitan Washington Airports Authority, former Chair of the Board
- Ford’s Theatre, former Trustee
- Virginia College Savings Plan, former Chair of the Board
- 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
May 8, 2019, Covington Alert
Exit Strategy
April 17, 2019, Bank Director
Rusty Conner is quoted in Bank Director regarding the potential succession of WSFS’s CEO. Mr. Conner says, “It’s picture perfect from the standpoint of how it should be handled.” He says that allows all essential parties the chance to prepare and make thoughtful decisions about the succession process. “It’s a combination of the board asking questions annually, ...
February 11, 2019, Law360
Rusty Conner spoke with Law360 about the BB&T-SunTrust merger. He says, “It is a more favorable regulatory environment in which two institutions of that size could obtain regulatory approval to merge, but it’s the underlying business reasons for doing the transaction that I’m certain drove the CEOs to get together and the boards to approve the deal. You don’t do ...
August 8, 2018
WASHINGTON—Covington advised Wilmington, Delaware-based WSFS Financial Corporation in its acquisition of Philadelphia-based Beneficial Bancorp, Inc., in a transaction valued at approximately $1.5 billion. This is the second bank M&A deal in two weeks where Covington is representing the acquiring institution. Covington is also representing Dallas-based Veritex ...
November 14, 2017
WASHINGTON—Covington advised the underwriters in the $100 million initial public offering of Merchants Bancorp. Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana. Merchants currently operates multiple lines of business with a focus on Federal Housing Administration multi-family housing and healthcare facility financing and ...
August 30, 2017
NEW YORK—Covington advised Howard Bancorp, Inc., the bank holding company for Howard Bank, in its acquisition of First Mariner Bank, a community bank headquartered in Baltimore, Maryland. The transaction value is approximately $163.4 million. The Covington team consisted of Michael Reed, Rusty Conner, Chris DeCresce, Matt Wood, and Nora ...
April 24, 2017, Covington Alert
On April 19, 2017, the House Financial Services Committee (the “Committee”) released a new “discussion draft” of the Financial CHOICE Act, its comprehensive regulatory reform bill (“CHOICE Act 2.0”). The Committee released the first version of the bill (“CHOICE Act 1.0”) in June 2016.
February 3, 2017, Covington Alert
Throughout his campaign, President Donald Trump promised to curtail financial regulations, particularly those promulgated under the Dodd-Frank Act. President Trump argued frequently that the regulations issued under the act have proven overly burdensome and, among other things, limited job growth. This afternoon, the President took his first formal step in ...
May 26, 2015
WASHINGTON, DC, May 26, 2015 — Leading consumer financial services lawyer David Stein has joined Covington’s financial institutions group in the firm’s Washington office. Mr. Stein will advise financial services industry clients on regulatory and compliance matters, focusing on consumer protection and consumer financial services issues. Mr. Stein brings ...
August 18, 2014
WASHINGTON, DC, August 18, 2014 — Best Lawyers named Covington & Burling’s Stuart Eizenstat and Gregg Levy each a 2015 “Lawyer of the Year” in international trade and sports law, respectively, citing their “abilities, professionalism and integrity.” Overall, Covington lawyers received 217 individual mentions in 58 areas of law in the newly released annual survey ...
2/10/2014
WASHINGTON, DC, February 10, 2014 — Covington & Burling represented GCP Capital Partners in connection with the acquisition and recapitalization of 1st Mariner Bank by a newly formed interim bank that will be capitalized by investors including GCP Capital Partners. Formed and led by its management team, the interim bank signed an agreement with First Mariner ...
February 3, 2014
WASHINGTON, DC, February 3, 2014 — Rusty Conner and Michael Reed will be joining Covington & Burling as partners and will focus on transactional matters for banks and other financial institution clients. “Rusty and Michael are highly regarded in the financial institutions industry and have a significant track record in both M&A and capital markets, areas of ...
September 2010, Journal of Private Equity
- Chambers USA: America’s Leading Lawyers for Business
- The Best Lawyers in America
- Legal 500 US
- Washington DC Super Lawyers