BancorpSouth Bank (NYSE: BXS) announced the signing of a definitive merger agreement with National United Bancshares, Inc., the parent company of National United, (collectively referred to as "National United"), pursuant to which National United will be merged with and into BancorpSouth. Under the terms of the merger agreement, BancorpSouth will issue 3,110,000 shares of common stock, plus $33.25 million in cash, for all outstanding shares of National United Bancshares, Inc. capital stock, subject to certain conditions and potential adjustments.
Waller provided counsel to BancorpSouth with respect to (i) the securities laws related aspects of the merger, including the preparation and distribution of joint proxy statements/prospectuses, special shareholders' meetings and related voting matters, merger consideration payment mechanics and target bank stock certificate exchange processes, and (ii) closing the merger.
Represented Performance Trust Capital Partners as the sole placement agent for the offering by Sevier County Bancshares, Inc. of $5 million of its 10NC5 5.25% fixed-to-floating rate subordinated notes.
Represented River Associates-backed Presco Polymers in its acquisition of William Frick & Company, a designer, manufacturer and value-added reseller of specialty labeling and marking products.
Represented Hudson’s Bay Company as Tennessee local counsel in providing a legal opinion and advice regarding Tennessee indebtedness tax calculations and compliance.