Thacher Proffitt Represents Hudson City Bancorp In 7th Largest Domestic Public Offering In History

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$3.93 Billion in New Equity -- Largest Thrift Conversion and Largest Public Offering By a Banking Institution

In what is the largest public stock offering in the history of the banking industry, Thacher Proffitt announced today that it represented Hudson City Bancorp, Inc. (NASDAQ: HCBK) in its $3.93 billion offering of common stock in connection with its second-step mutual-to-stock conversion. This conversion resulted in the elimination of Hudson City’s mutual holding company structure, with Hudson City becoming a fully publicly held entity.

A total of 392,980,580 shares were sold by Hudson City at a purchase price of $10.00 per share in both a subscription offering to depositors and a syndicated offering to the public. Hudson City also issued additional shares of its common stock to existing public stockholders in a stock split at a 3.206 split ratio. More information about the transaction can be found at Hudson City’s website at

The conversion and offering was one of the largest domestic public offerings in U.S. history. In comparison to Hudson City’s $3.93 billion deal value, last year’s high-profile Google offering totaled $2.7 billion.

Thacher Proffitt represented Hudson City in connection with its initial public offering in 1999, which raised $543.5 million, when the Company implemented its mutual holding company structure. At the time, this was the largest transaction of its kind. Since then, Thacher Proffitt has further assisted Hudson City on a variety of corporate, banking, tax and employee benefit matters, including the Company’s corporate governance project.

Omer S.J. (“Jack”) Williams and Robert C. Azarow, together with a team of attorneys from the banking, compensation and benefits and tax practice groups of the firm, acted as counsel to Hudson City on the transaction. Mr. Williams stated: “We are delighted to be able to assist Hudson City in carrying out its strategic business plans. Our firm’s combination of capital markets experience and regulatory and corporate expertise allowed us to assist the company in all aspects of this complicated transaction.”

Mr. Azarow stated: “This transaction was one of first impression in many ways other than sheer size. Despite facing a number of complicated regulatory, tax, securities law and other issues, we are pleased that it was completed ahead of the Company’s assigned time schedule.”

Lehman Brothers Inc. served as global coordinator and sole bookrunning manager of the syndicated offering and Ryan Beck served as sole manager of the subscription offering and joint head manager of the syndicated offering.

Thacher Proffitt advises businesses of all types in a wide range of corporate matters and capital markets transactions, including serving as legal counsel to thrift conversions with total transactions valued in excess of $16.2 billion.

The Company maintains its corporate offices in Paramus, New Jersey. Its bank subsidiary, Hudson City Savings Bank, is the largest savings bank based in New Jersey. Hudson City Savings currently operates 86 full-service branches throughout New Jersey and in Suffolk County, New York.


A law firm that focuses on the capital markets and financial services industries, Thacher Proffitt & Wood LLP advises domestic and global clients in a wide range of areas, including corporate and financial institutions law, securities, structured finance, swaps and derivatives, cross-border transactions, real estate, commercial lending, insurance, admiralty and ship finance, litigation and dispute resolution, technology and intellectual property, executive compensation and employee benefits, taxation, trusts and estates, bankruptcy, reorganizations and restructurings. The Firm has more than 225 lawyers located in New York City, NY, Washington, DC, White Plains, NY, Summit, NJ and Mexico City, Mexico.

Thacher Proffitt is on the web at


Jaime Bruck

(212) 912-7959


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Jaime Bruck