United American’s $44.2 million Merger with Heritage Bank of Commerce


Barack Ferrazzano is acting as legal counsel to ATBancorp, a bank holding company which owns approximately 83% of United American Bank’s common stock and all of its preferred stock, in connection with the agreement and plan of merger of United American into Heritage Bank of Commerce.

ATBancorp has agreed to vote all of its shares of United American in favor of the transaction.

Heritage Commerce Corp (NASDAQ: HTBK)(“Heritage”), the parent company of Heritage Bank of Commerce, will issue approximately 2.8 million of its shares of common stock to United American common and preferred shareholders in the merger. In addition, outstanding Series A Preferred Stock and Series B Preferred Stock will be exchanged for $9.1 million in cash at closing. As of September 30, 2017, United American had approximately $336.4 million in total assets and the merger transaction with Heritage is valued at approximately $44.2 million.

The board of directors of Heritage and United American have approved the transaction, which is subject to customary closing conditions. The transaction is subject to the approval of state and federal bank regulatory agencies and the shareholders of United American and other conditions specified in the agreement. Heritage does not need to obtain shareholder approval.

ATBancorp, Inc., a bank holding company, operates banking facilities in Eastern and Central Iowa and Southwest Wisconsin. The company, led by Nicholas J. Schrup III, John W. Marshall, Robert J. Donovan, Amber A. Stadel and R. Rourke Holscher, is based in Dubuque (IA).

Barack Ferrazzano’s team was led by John E. Freechack (Picture), along with Robert M. Fleetwood and Abdul R. Mitha.

Involved fees earner: Robert Fleetwood – Barack Ferrazzano; Abdul Mitha – Barack Ferrazzano; John Freechack – Barack Ferrazzano; K.C. Klagos – Barack Ferrazzano; Andrew Strimaitis – Barack Ferrazzano;

Law Firms: Barack Ferrazzano;

Clients: ATBancorp, Inc.;

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Author: Ambrogio Visconti