Jeff Cardone specializes in the representation of financial institutions and other corporations and businesses with respect to various transactional matters, including mergers and acquisitions, purchase and assumption transactions, credit union acquisitions of banks, branch sales, mutual-to-stock conversions, mutual holding company formations, public offerings and private placements, charter conversions and ESOP transactions. Mr. Cardone also assists financial institutions with various corporate, regulatory compliance and enforcement, corporate governance, securities and executive compensation matters. With regards to executive compensation, Mr. Cardone has a strong background in Sections 280G, 409A, 162(m) and 457(f) of the Internal Revenue Code, and provides tax planning to clients to avoid or mitigate adverse tax consequences thereunder.
Mr. Cardone regularly advises board of directors and management on strategic planning matters and new legal developments impacting their business. He also regularly speaks about mergers and acquisitions, corporate governance, regulatory and compensation matters to various financial institutions industry groups, including New York Bankers Association, the Independent Bankers Association of New York State, New York Credit Union Association, Independent Community Bankers Association of Minnesota, Indiana Bankers Association, South Carolina Bankers Association and Wisconsin Bankers Association.
- Mergers and Acquisitions
- Capital Markets and Corporate Finance
- Mutual-to-stock conversions
- Mutual holding company reorganizations and stock offerings
- Corporate Governance
- Credit Unions
- Executive Compensation, Employee Benefits and Taxation
- State Employees Federal Credit Union, Albany, NY (now referred to as Broadview Federal Credit Union) in its merger of equals with Capital Communications Credit Union, which was the largest credit union merger completed in the U.S. based on the net worth of the merging credit union, as the combined credit union had over $8.0 billion assets and 60 offices upon the completion of the merger.
- Multiple credit unions in their private placement of subordinated debt securities under the NCUA’s final rule on subordinated debt and secondary capital.
- Involved in numerous credit union and bank business combination transactions, including Barksdale Federal Credit Union’s acquisition of Homebank (Arkansas) and NuMark Credit Union’s acquisition of Pioneer State Bank (lllinois).
- Marathon Bancorp, Inc. and its wholly-owned subsidiary, Marathon Bank, Wausau, WI, in its mutual holding company reorganization and $10.0 million public stock offering.
- Riverview Financial Corporation, Harrisburg, PA, in numerous transactions, including its merger with Mid Penn Bancorp, Inc. in an all-stock transaction valued at $124.7 million and a private placement of $25.0 million of its subordinated debt securities.
- Pioneer Bancorp, Inc. and its wholly-owned subsidiary, Pioneer Bank, Albany, NY, in its mutual holding company reorganization and $111.7 million public stock offering.
- Orange County Bancorp, Inc., Middletown, NY, in numerous transactions, including a $38.5 million initial public offering of its common stock, a private placement of $25.0 million of its subordinated debt securities and a private placement of $16.4 million of its common stock.
- Sunshine Bancorp, Inc., Plant City, Florida, in its $176.7 million merger with CenterState Bank Corporation.
- Mazzone Management Group, Clifton Park, NY, in its sale of certain assets and business units to Compass Group PLC, a multinational contract food service corporation.
- Hometown Bancorp MHC, Walden, NY, and its wholly-owned subsidiaries, Hometown Bancorp, Inc. and Hometown Bank of the Hudson Valley (together, “Hometown”) in their remutualization of a public mutual holding company as result of Hometown’s merger with Wallkill Valley Federal Savings and Loan Association, a mutual savings and loan association.
- Monadnock Community Bank, Peterborough, New Hampshire in its sale to GFA Federal Credit Union in a precedent setting transaction involving the first sale of a stock savings bank to a credit union.
- Investors Bancorp, Inc., Short Hills, New Jersey, in its conversion from a mutual holding company to a stock holding company and concurrent $2.2 billion public offering of common stock, including purchases of common stock by a leveraged ESOP in the offering.