Seth A. Winter

Seth represents publicly traded companies and financial institutions, including banks and bank holding companies, nonbank lenders, and other fintech and financial services companies, on regulatory, compliance, strategic, corporate law, securities law, and disclosure matters.

He regularly represents financial institutions in mergers and acquisitions, including bank mergers and acquisitions of nonbank institutions. State and nationally chartered community banks, and their boards of directors and executive officers, rely on him to handle a variety of regulatory, compliance, and corporate governance issues; Seth regularly advises boards of directors on legal issues and fiduciary duties in the context of complex strategic transactions. He also represents financial institutions in connection with applications to federal and state regulatory agencies, including applications related to organic and M&A growth, new lines of business, and entry into new geographic markets.

Seth has significant experience advising clients on periodic and current public disclosure obligations, corporate governance issues, annual and special meetings of shareholders, securities exchange listing and compliance issues, and equity and debt offerings.

Representative Financial Institution M&A and Specialty Capital Markets Experience

• Buyer’s counsel in acquisition of community bank by specialty lending company and formation of new bank holding company.
• Seller’s counsel in acquisition of bank holding company and subsidiary banks resulting in $14+ billion bank holding company, valued at approximately $190 million.
• Seller’s counsel in acquisition of bank holding company and subsidiary bank resulting in $16+ billion bank holding company, valued at $610 million.
• Counsel to public and private banks in multiple bank holding company reorganization transactions.
• Counsel to regional bank in sale of multiple investment advisory businesses and significant equity investment in regional advisory platform.
• Counsel to de novo bank in formation and initial capitalization, de novo operating period and follow-on equity offering.
• Counsel to multiple banks in strategic equity investments in a wide range of fintech companies and funds, and in blockchain and stablecoin participants
• Counsel to controlling shareholders of bank holding company regarding review of strategic alternatives and subsequent transaction
• Seller’s counsel in acquisition of mortgage lending subsidiary and transition of mortgage lending operations.
• Counsel to senior executive officers in acquisition of bank holding company and subsidiary bank valued at approximately $100 million.
• Buyer’s counsel in acquisition of bank holding company and subsidiary bank resulting in $12+ billion bank holding company, valued at $701 million.
• Buyer’s counsel in merger of equals resulting in $3 billion bank holding company, valued at $230 million.
• Seller’s counsel in merger of equals resulting in $2.5 billion bank holding company, valued at $200 million.
• Seller’s counsel in acquisition of bank holding company by private equity backed investment group.
• Seller’s counsel in merger of equals resulting in $7+ billion bank holding company, valued at $445 million.
• Seller’s counsel in $490 million acquisition of bank holding company, resulting in holding company with $10+ billion in assets.
• Frequent counsel to banks, underwriters, and placement agents in public and private offerings of bank and bank holding company equity and debt securities.
• Counsel to numerous bank holding companies regarding trust preferred securities and related interest deferrals.
• Buyer’s and seller’s counsel in acquisitions and dispositions by state and national banks of registered investment advisors and related assets.

• Super Lawyers: “Rising Star” Virginia: Securities & Corporate Finance (2013-2014 and 2021)