Edward Olifer

Edward G. Olifer is the Managing Partner of the firm’s Washington, D.C. office. He concentrates his practice on securities and capital formation transactions, SEC disclosure compliance, mergers and acquisitions, and corporate governance advice in complex situations. He frequently counsels boards of directors on myriad sensitive legal-related and other strategic decisions that impact their businesses and constituents.

Mr. Olifer regularly represents a variety of companies in the financial services industry, including public and private financial institutions, mutual financial institutions, credit unions, start-up/de novo financial institutions, investment banking firms, and private investors. He has extensive experience in counseling clients on both federal and state financial institution regulatory and compliance matters, and he counsels clients regarding federal and state charter selection and conversion options and procedures. He has represented numerous financial institutions in their conversion to stock form.

Mr. Olifer’s securities experience includes representing issuers and underwriters in initial and secondary public securities offerings. He has represented numerous issuers in private placements of securities, tender, and exchange offers. He counsels public clients on a daily basis with respect to their reporting obligations under the federal securities laws and routinely counsels clients on the full range of securities regulations applicable to corporations, officers, directors, and principal shareholders of public corporations, including share re-sale restrictions, Section 16, and insider-trading matters.

Mr. Olifer also has extensive experience in a wide variety of business transactions, including stock purchases and asset transfers, particularly those involving financial institutions and public companies. He has worked on many transactions in the financial services industry, including transactions involving the acquisition and disposition of distressed financial institutions, and has significant knowledge of the regulatory aspects of those transactions.

Mr. Olifer is a member of the firm’s Partnership Committee. He previously served as the hiring partner for the firm’s D.C. office and as a member of the firm’s Hiring Committee.

Experience:

• Served as counsel to Pulaski Financial Corporation, a retail and commercial bank in the Midwest U.S., in its merger with First Busey Corporation, a financial holding company. The firm counseled the Board of Directors, negotiated the terms of the merger agreement, and prepared shareholder disclosure materials and other SEC filings.
• Represented the underwriter, Sterne, Agree & Leach, Inc., in a $11.2 million public offering of common stock by MW Bancorp, Inc., parent company of Mt. Washington Savings Bank, Cincinnati, Ohio.
• Represented Provident Bankshares Corporation in multiple acquisitions and dispositions, including its $330 million acquisition of Southern Financial Bancorp, Inc., its $31.2 million acquisition of Harbor Federal Bancorp, Inc., and its sale of three branch offices in southeastern Virginia and North Carolina, together with approximately $140 million of deposits, to Gateway Bank & Trust Co.
  Represented the underwriter, Sandler O’Neill + Partners L.P., in the $1.1 billion initial public offering of common stock by TFS Financial Corporation.
• Represented Provident Bankshares Corporation in its $64.8 million private placement of convertible preferred stock and common stock and a $50 million private placement of subordinated debt by its subsidiary, Provident Bank of Maryland.
• Represented Provident Bankshares Corporation in one of the earliest completed TARP transactions, the  issuance of $151.0 million of  preferred stock and warrants to purchase shares of common stock through the U.S. Treasury Department’s TARP Capital Purchase Program.
• Represented First Southern Bancshares Inc., an Alabama financial institution, in its tender offer, private placement of common stock and related going private transaction.
• Represented Community Financial Shares Inc. in connection with its tender offer for 9.1% of its outstanding shares of common stock.
• Represented Central Bancorp, Inc. based in Somerville, MA in a $54.8M transaction with Independent Bank Corporation based in Rockland, MA. The firm counseled and negotiated the terms of the merger agreement, handled employment and benefit matters, managed the due diligence and disclosure process.
• Represented New England Bancshares, Inc., a publicly held mutual holding company,  in its acquisition of Windsor Locks Community Bank, a mutual savings bank.
• Represented Jefferson Bancshares, Inc. based in Morristown, TN in a merger with HomeTrust Bancshares, Inc. based in Asheville, NC. The firm counseled the Board of Directors, negotiated the terms of the merger agreement, handled employment and benefit matters, and managed the due diligence and disclosure process.
• Served as counsel to Ameriana Bancorp, a bank holding company for Ameriana Bank based in New Castle, Indiana, in its $70.4 million merger with First Merchants Corporation, the largest financial holding company based in Central Indiana, U.S. The firm counseled the Board of Directors, negotiated the terms of the merger agreement, and prepared shareholder disclosure materials and other SEC filings.
• Represented the underwriter, Keefe, Bruyette & Woods, Inc., in a $27.2 million public offering of common stock by Melrose Bancorp, Inc., parent company of Melrose Cooperative Bank, Melrose, Massachusetts.
• Represented FirstFed America Bancorp Inc., Swansea, Massachusetts, in its $460.1 million merger with Webster Financial Corp.
• Represented Jefferson Federal Bank in its second step conversion from the mutual holding company to the stock holding company form of organization and the related $66.1 million initial public offering by its newly formed holding company, Jefferson Bancshares Inc.
• Represented First Federal Savings and Loan Association of Hazard in its mutual holding company reorganization, the related $21.3 million initial public offering by its newly formed holding company, Kentucky First Federal Bancorp, and Kentucky First’s concurrent $29.8 million acquisition of Frankfort First Federal Bancorp, Inc.
• Represented First Financial Holdings, Inc. in a merger with SCBT Financial Corporation. The $300 million transaction combines two of South Carolina’s oldest and largest banking companies. The firm counseled and negotiated the terms of the merger agreement, handled employment and benefit matters, managed the due diligence and disclosure process, advised on IP, broker/dealer and tax matters and successfully represented First Financial Holdings’ board of directors in merger-related litigation.
• Representing Easthampton Savings Bank, a Massachusetts chartered savings bank, and its mutual holding company parents ESB Bancorp, Inc. and ESB Bancorp, MHC, in connection with their acquisition of Citizens National Bancorp, Inc. and The Citizens National Bank, Putnam, Connecticut.
• Represented New York Community Bancorp Inc. in multiple financings, including its initial public offering,  three follow-on public stock offerings that raised over $850 million in gross proceeds, and a $275.0 million public offering of units consisting of trust preferred securities and warrants to purchase common stock.
• Represented Roslyn Bancorp Inc., a New York-based financial institution, in a $114.8 million public offering of senior notes.
• Represented New York Community Bancorp Inc. in its $168.4 million acquisition of Synergy Financial Group Inc., its $260.0 million acquisition of PennFed Financial Services Inc., and its acquisition of 11 banking offices and $377.5 million in deposits from Doral Bank, FSB, New York, N.Y.
• Represented Boiling Springs Bancorp, a federally-chartered, non-public, mutual holding company, in its acquisition of Ridgewood Financial Inc., a publicly-traded company in the mutual holding company structure.
• Represented Ottawa Savings Bank, a federal chartered savings bank located in Ottawa, Illinois, in its acquisition of Twin Oaks Savings Bank, a mutual savings bank located in Marseilles, Illinois.
• Represented United Community Bank, a southern Indiana savings bank, in its mutual holding company reorganization and the related $36.5 million initial public offering by its newly formed holding company, United Community Bancorp.

Education:

• George Mason University School of Law, J.D., Corporate and Securities Law Specialty Track (1993)
• Virginia Polytechnic Institute and State University, B.A. (1990)

Admissions:

• District of Columbia
• Virginia