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Sutherland Represents BBVA Compass in the Acquisition of the Banking Operations of Guaranty Bank from the Federal Deposit Insurance Corporation

August 26, 2009

HOUSTON (August 26, 2009)Sutherland Asbill & Brennan LLP represented BBVA Compass in its acquisition of the banking operations of Guaranty Bank based in Austin, Texas, from the Federal Deposit Insurance Corporation (FDIC). BBVA Compass acquired $12.0 billion of assets and assumed $11.5 billion of deposits and entered into a loss-sharing agreement with the FDIC that covers acquired loans. Guaranty Bank operated 105 branches in Texas and 59 branches in California.

The acquisition creates the 15th largest U.S. commercial bank, with approximately $49 billion in deposits, and significantly strengthens BBVA Compass’ existing presence in Texas, solidifying its ranking as the 4th largest bank from 4.9% to 6.4% deposit market share.

The Sutherland team is led by Corporate Partner Annette L. Tripp in Houston and includes Litigation Partner Richard T. (Tom) Stilwell in Houston, Energy and Environmental Partner Daniella Landers in Houston, Financial Services Partner Michael B. Koffler in New York, Corporate Associate Xavier D. Jordan in Houston and Tax Associate Vanessa A. Scott in Washington, D.C. J.P. Morgan Securities Inc. and Cleary Gottlieb Steen & Hamilton LLP also advised BBVA Compass in the transaction.

SUTHERLAND ASBILL & BRENNAN LLP
Sutherland Asbill & Brennan LLP is a law firm with global reach known for solving challenging business problems and resolving sophisticated legal issues for many of the world’s largest companies. Founded in 1924, the firm handles matters throughout the United States and worldwide. Seven major practice areas—corporate, energy and environmental, financial services, intellectual property, litigation, real estate, and tax—provide the framework for an extensive range of focus areas, allowing Sutherland attorneys to serve a diverse client base that ranges from small and medium-sized start-up businesses to a significant number of Fortune 100 companies.

DEAL NOTIFICATION

Acquirer & Target name, nation, business description: BBVA Compass is a Sunbelt-based financial institution that operates 767 branches, including 411 in Texas, 92 in Alabama, 84 in California, 77 in Arizona, 45 in Florida, 36 in Colorado and 22 in New Mexico. BBVA Compass is the 15th largest U.S. commercial bank based on deposit market share and ranks among the largest banks in Texas (4th), Alabama (3rd) and Arizona (5th).

Guaranty Bank was one of the largest financial institutions owned by a Texas-based company, with approximately $16 billion in assets. It operated more than 150 banking centers in Texas and California.

Date Deal Announced: August 21, 2009

Date of Completion (if applicable): August 21, 2009

Deal status: Complete

Which party firm advised: BBVA Compass

Advisory role: Legal Co-Counsel

Deal Description or comments (if necessary): BBVA Compass acquired the banking operations of Guaranty Bank based in Austin, Texas, from the Federal Deposit Insurance Corporation (FDIC).

Value (if disclosed): N/A

Bidder: BBVA Compass

Lawyers for Target: N/A

Lawyers for Bidder: Sutherland Asbill & Brennan LLP and Cleary Gottlieb Steen & Hamilton LLP

Our Story

Sutherland Asbill & Brennan LLP is an international law firm helping the Fortune 100, industry leaders, sector innovators and business entrepreneurs solve their biggest challenges and reach their business goals. Dedicated to unfaltering excellence in client service, we are known for our business savvy and industry intelligence, providing creative and custom solutions for each of our clients. Industry and business experience makes the difference for our clients.

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