Noel M. Gruber provides full-service, business-minded transactional advice to financial institutions in matters pivotal to an institution's course, such as mergers, acquisitions, tender offers, public and private securities offerings, bank formations and proxy contests, and other efforts to change management or policy. As Senior Counsel in the Washington, DC office of Buckley Sandler LLP, he represents financial institutions throughout the United States on securities, corporate, transactional, and regulatory matters.
Mr. Gruber also has extensive experience handling matters such as periodic reporting and securities disclosure, Sarbanes-Oxley Act and Dodd-Frank Act compliance, compliance with corporate governance listing requirements of the national securities exchanges, holding company formations, regulatory reporting, applications and enforcement matters, executive compensation arrangements, employment agreements, voting agreements, new product and line of business development, as well as representation of issuers and underwriters in public offerings and private placements.
His recent work includes the representation of:
- The sole underwriter of a $150 million public offering for a $8 billion Nasdaq-listed bank holding company
- A $6 billion Nasdaq-listed bank holding company in multiple public offerings of common stock and subordinated notes and multiple mergers
- A $740 million bank in the formation of a holding company and the private placement of $25 million of subordinated debt
- A $300 million non-reporting bank holding company in a merger with a larger bank holding company in contiguous market
- A $50 million national bank in recapitalization offering of $30 million in equity securities
He frequently comments on proposed Securities and Exchange Commission (SEC) and bank regulatory rules that can have a significant impact on the banking industry and publicly reporting companies, and keeps clients informed on the legal and regulatory developments affecting their businesses.
Mr. Gruber received his J.D. from the University of Pennsylvania and his B.A. from New York University.
Buckley Sandler advised the sole book-running manager, Sandler O’Neill + Partners, L.P., in the $150 million public offering by Union Bankshares Corporation of 5.00% subordinated notes due in 2026. Union Bankshares Corporation, headquartered in Richmond, Virginia, is the holding company for Union...Press Releases
Washington, DC (Jan. 6, 2016) – Buckley Sandler LLP , a premier financial services, government enforcement and litigation law firm, announced today the promotion of 11 attorneys from three of the firm’s five offices, effective January 1, 2016. Katherine L. Halliday , Stephen M. LeBlanc and James T...In The News
Buckley Sandler Client Hometown of Homestead Banking Company Announces Agreement to Merge With and Into Center State Banks, Inc.
Buckley Sandler client Hometown of Homestead Banking Company (“Homestead”), the parent company of 1st National Bank of South Florida, announced on October 27, 2015 that it will merge with and into CenterState Banks, Inc. for cash consideration of $19.1 million. 1st National Bank of South Florida...Press Releases
Buckley Sandler Client Delmarva Bancshares, Inc. Completes Merger and Acquisition of Easton Bancorp & Subsidiary
Buckley Sandler client Delmarva Bancshares, Inc., the parent company of 1880 Bank, announced on July 15, 2015 the completion of its acquisition of Easton Bancorp and its subsidiary, Easton Bank & Trust Company, through the merger of Easton Bank with and into 1880 Bank. As a result of the merger...Press Releases
Buckley Sandler client Delmarva Bancshares, Inc. announced on May 1, 2015 that they have entered into definitive stock purchase agreements with investors to sell 1,148,255 shares of its common stock at $6.00 per share and 1,185,079 shares of its Series B Convertible Perpetual Preferred Stock at $6...Press Releases
Buckley Sandler Provides Legal Support for Delmarva Bancshares, Inc.'s Acquisition of Easton Bancorp, Inc.
Buckley Sandler client Delmarva Bancshares, Inc. announced on Tuesday, March 31, 2015 that it has agreed to acquire Eastern Bancorp, the parent company of Easton Bank & Trust Company, for $8 million in cash. Upon completion of the acquisition Easton Bank & Trust will be merged into 1880...Press Releases
Buckley Sandler client Eagle Bancorp announced on March 10, 2015 the completion of its previously announced public offering of 2,449,479 shares of its common stock at $35.50 per share. The Company also announced that the underwriter had exercised its over-allotment option in full, resulting in the...Press Releases
Buckley Sandler client Eagle Bancorp, Inc. announced on August 5 its completion of the public offering and sale of $70 million of its 5.75% Subordinated Notes due Sept. 1, 2024. Sale of the Notes, which were sold at par, resulted in net proceeds of approximately $69.2 million after underwriting...Press Releases
Bethesda, MD., Tysons Corner, VA. On June 9, 2014, Eagle Bancorp, Inc. (“Eagle”) (NASDAQ: EGBN), the parent company of EagleBank (“EagleBank”), and Virginia Heritage Bank (“VHB”) (OTCQB: VGBK) announced that they have entered into a definitive agreement (the “Agreement”) pursuant to which VHB will...Press Releases
Partner David Baris writes to the FDIC, OCC, and the Federal Reserve on the Volcker Rule and treatment of CDO TruPS supported by a memo by counsel Noel Gruber, "The Volcker Rule and Trust Preferred Pools Securites: A Report for the American Association of Bank Directors." The letter states that "...In The News
Buckley Sandler congratulates John Marshall Bank on its successful common stock sale. This represents the third community bank transaction for David Baris and Noel Gruber in four months. Buckley Sandler, which was recently named a National Law Journal Deal Maker of the Year, continues to have a...In The News
Buckley Sandler LLP is acting as legal advisor to UFBC. TYSONS CORNER, Va.--(BUSINESS WIRE)-- Cardinal Financial Corporation (CFNL) (“Cardinal” or the “Company”), the holding company of Cardinal Bank, announced today the signing of a definitive merger agreement under which Cardinal will acquire...In The News
Buckley Sandler represented The Bank of Delmarva on the transaction. August 13, 2013, Salisbury, Maryland – Delmar Bancorp (OTCQB: DBCP) (the “Company”), today announced that it had entered into a Securities Purchase and Exchange Agreement (the “Agreement”) with Kenneth R. Lehman pursuant to which...In The News
First Virginia Community Bank ("FVCbank" or the "bank") has completed a follow-on offering of 1,622,936 shares of common stock at an offering price of $13.50 per share, raising approximately $21.9 million in gross proceeds. FVCbank intends to use the net proceeds of this offering to support its...In The News
Buckley Sandler represented First Virginia Community Bank on the transaction. FAIRFAX, Va. – First Virginia Community Bank (FVCbank) closed on its acquisition of 1stCommonwealth Bank of Virginia on Friday, October 19, marking FVCbank’s expansion into Arlington County. The all-stock transaction...In The News
On December 2, 2016, the Office of the Comptroller of the Currency (“OCC”) announced its plans to move forward with developing a special purpose national bank charter for financial technology (“fintech”) companies. Accompanying the Comptroller of the Currency, Thomas J. Curry’s announcement, the...InfoBytes
- J.D., University of Pennsylvania, 1988 (cum laude)
- B.A., New York University, 1985 (magna cum laude)
- District of Columbia