Banking and Financial Services

Nutter served as legal counsel to Eastern Bank Corporation, the mutual holding company of Eastern Bank, in its conversion to a fully public stock holding company known as Eastern Bankshares, Inc. (NASDAQ Global Select Market: EBC).

Nutter represented PeoplesBancorp, MHC, a Massachusetts mutual holding company, and the bank holding company of PeoplesBank, a Massachusetts-chartered savings bank, both of Holyoke, Massachusetts, in connection with its acquisition of First Suffield Financial, Inc., a Connecticut corporation and the bank holding company of The First National Bank of Suffield, a national bank, both of Suffield, Connecticut. The total value of the transaction was approximately $60 million.

Nutter advised MNB Bancorp, the parent company of The Milford National Bank and Trust Company, a national bank, both of Milford, Massachusetts, in its acquisition by Independent Bank Corp. (NASDAQ Global Select Market: INDB). Independent is the parent company of Rockland Trust Company. The total value of the transaction was approximately $54 million.

Nutter represented Hometown Financial Group, Inc., the bank holding company of bankESB (Easthampton, MA) and bankHometown (Oxford, MA), in connection with its acquisition of Pilgrim Bank, a Massachusetts-chartered co-operative bank headquartered in Cohasset, MA, and its bank holding company, Pilgrim Bancshares, Inc. (OTCMKTS: PLRM).

Nutter represented South Shore Mutual Holding Company, the mutual holding company for Coastal Heritage Bank, a $517.1 million-asset community bank headquartered in Weymouth, MA, in its merger with Equitable Bancorp, MHC, the mutual holding company for Equitable Bank, a $332.9 million asset community bank headquartered in East Weymouth, MA.

Nutter advised Adams Community Bank, a mutual savings bank based in Adams, MA, in its acquisition of The Lenox National Bank, a national bank located in Lenox, MA. 

Nutter advised Bank of New Hampshire and its parent BNH Financial, a mutual holding company, in their acquisition of Community Guaranty Corporation and its wholly-owned subsidiary Community Guaranty Savings Bank, a New Hampshire guaranty savings bank. The combined entity has approximately $1.4 billion in assets and 23 branch offices throughout New Hampshire.

23 mergers and acquisitions (all transaction structures) since 2004

Nutter advised Centrix Bank & Trust, based in Bedford, NH, in connection with its acquisition by Eastern Bank Corporation in an all-cash transaction valued at approximately $134 million.

Nutter represented Commerce Bancshares Corp. and its subsidiary, Commerce Bank & Trust Company, in its merger with Berkshire Hills Bancorp. Inc. (NYSE: BHLB), in an all-stock transaction valued at $209 million.

Nutter represented Connecticut River Bancorp, Inc. (OTCQB: CORB) and its subsidiary, Connecticut River Bank, N.A., a national bank, both of Charlestown, NH, in its merger with Mascoma Mutual Financial Services Corporation and its subsidiary, Mascoma Savings Bank, in an all-cash transaction valued at $26.7 million.

Nutter represented ESB Bancorp, MHC in its merger with Hometown Community Bancorp, MHC.

Nutter represented Fidelity Bank in its merger with Barre Savings Bank.

Nutter advised First Commons Bank, N.A., in its merger with Brookline Bank, a wholly-owned subsidiary of Brookline Bancorp, Inc. (NASDAQ: BRKL). The total value of the transaction was approximately $55.958 million. 

Nutter advised Granite Savings Bank, a mutual savings bank based in Rockport, MA, in its merger with Cape Ann Savings Bank, a mutual savings bank based in Gloucester, MA.

Nutter advised Greenfield Cooperative Bank, a co-operative bank based in Greenfield, MA, in its merger with The Northampton Cooperative Bank, a mutual co-operative bank based in Northampton, MA.

Nutter advised Institution for Savings in Newburyport and its Vicinity, a Massachusetts-chartered mutual savings bank, in its acquisition of Rockport National Bancorp, Inc. (OTCQB: RPOR) and its wholly-owned subsidiary Rockport National Bank, a national bank, in an all-cash transaction valued at approximately $28.3 million.

Nutter represented Liberty Bay Credit Union in its merger with Hingham Federal Credit Union.

12 mutual holding company reorganizations since 2003

Nutter represented Meetinghouse Bancorp, Inc. (OTC Pink: MTGB), the holding company for Meetinghouse Bank, in its merger with Meridian Bancorp, Inc. (NASDAQ: EBSB), the holding company for East Boston Savings Bank, in a transaction valued at approximately $17.8 million.

Nutter advised North Brookfield Savings Bank, a Massachusetts-chartered savings bank, in its merger with FamilyFirst Bank, a Massachusetts-chartered co-operative bank.

Nutter represented North Middlesex Savings Bank in its merger with Marlborough Savings Bank.

Nutter represented North Shore Bank in its merger with Merrimac Savings Bank.

Nutter advised Northeast Retirement Services, Inc., a leading provider of plan accounting, transfer agency, fund administration, trust and retirement plan services, in its acquisition by Community Bank System, Inc. (NYSE: CBU), a transaction valued at approximately $146 million.

Counsel on regulatory matters in Massachusetts, four lenders, past 5 years

Nutter served as legal counsel to Agilyx Corporation and its parent company Agilyx AS (Euronext Growth Oslo: AGLX), a leader in advanced recycling of post-use plastics, in its joint venture with ExxonMobil Chemical Corporation (NYSE: XOM), the world’s largest publicly traded international oil and gas company, to form Cyclyx International, LLC. 

Nutter served as counsel to Sandler O’Neill & Partners, L.P., the marketing agent for Provident Bancorp, Inc., in connection with its conversion from the mutual holding company to the stock holding company form of organization and its related stock offering.

Nutter served as sole outside legal counsel to Centreville Bank in connection with its agreement to acquire Putnam Bank and its holding company, PB Bancorp, Inc., in a transaction valued at approximately $115.5 million.

Nutter represented a wealth management group in pursuing non-compete and non-solicitation claims against a Fortune 100 company and three former employees. We obtained a favorable pre-litigation settlement.

Nutter served as sole outside legal counsel to Leader Bank, N.A. and its parent company Leader Bancorp, Inc. in connection with the recent spin-out of ZSuite Technologies.

Nutter represented Fidelity Bank in its merger with Family Federal Savings, F.A.

Nutter advised North Shore Bank in its merger with Beverly Bank.

Nutter represented Sandler O’Neill & Partners, L.P. and U.S. Bancorp Investments, Inc., the placement agents for Independent Bank Corp. (NASDAQ: INDB), the bank holding company of Rockland Trust Company, in connection with Independent’s private placement of $50 million of fixed-to-floating rate subordinated notes due 2029.

Nutter represented Group RHI, a rapidly growing player in the retirement services industry, in its acquisition of Pension Studio, a third party retirement plan administrator with offices in Florida and New England.

Nutter represented Group RHI, a rapidly growing player in the retirement services industry, in its acquisition of Billings and Company, LLC, an Iowa-based recordkeeping and qualified plan administration company.

Nutter represented Group RHI, a rapidly growing player in the retirement services industry, in its acquisition of America’s 401k, LLC, a Dallas, TX-based, independent third party administrator focused on serving small businesses in offering qualified retirement plans to their employees, and Retirement Investment Administrators, LLC, a recordkeeping and qualified plan administration company also based in Dallas, TX.

Nutter represented PeoplesBancorp, MHC, the holding company for PeoplesBank, in the private placement of $40 million in fixed-to-floating rate subordinated notes due 2028.

Nutter represented BankFive, MHC , the parent company of Fall River-based BankFive, in the private placement of $25 million in fixed-to-floating rate subordinated notes due 2031.

Nutter served as legal counsel to Definiti, a private equity-backed, national leader in the retirement services industry, in connection with its acquisition of Wisconsin-based National Administration, Inc (NAI).

Nutter served as legal counsel to Definiti LLC, a private equity-backed, national leader in the retirement services industry, in connection with its acquisition of Boetger Retirement Plan Services, LLC, a full-service design, recordkeeping, administration, and consulting firm specializing in administration of qualified retirement plan programs based in Pennsylvania.

Nutter served as legal counsel to Definiti LLC, a private equity-backed, national leader in the retirement services industry, in connection with its acquisition of Capital Retirement Plan Services, LLC.

Nutter served as legal counsel to Definiti LLC, a private equity-backed, national leader in the retirement services industry, in connection with its acquisition of Dana Consulting Group, Ltd. and Noble-Davis Consulting, Inc., two firms in the Great Lakes Region.

Nutter served as legal counsel to Eastern Bankshares, Inc. (Nasdaq Global Select Market: EBC), the stock holding company for Eastern Bank, in connection with its acquisition of Century Bancorp, Inc. (Nasdaq: CNBKA), the stock holding company for Century Bank and Trust Company, in a transaction valued at approximately $642 million.

Nutter is serving as legal counsel to Eastern Bankshares, Inc. (NASDAQ Global Select Market: EBC), the stock holding company for Eastern Bank, in connection with its definitive merger agreement with Cambridge Bancorp (NASDAQ: CATC), the parent company of Cambridge Trust Company, pursuant to which Cambridge will merge with and into Eastern in an all-stock transaction valued at approximately $528 million. Simultaneously, Nutter is also representing Eastern Insurance Group, LLC, a wholly owned subsidiary of Eastern, in its definitive agreement to sell its insurance operations to Arthur J. Gallagher & Co. (NYSE: AJG) for approximately $510 million in cash.

Nutter represented Fidelity Bank in its merger with Colonial Co-operative Bank.

Nutter successfully obtained a settlement on behalf of its client Fidelity Bank in connection with a multi-district litigation class action relating to the TelexFree international Ponzi scheme. The Court approved the $22.5 million settlement and entered judgment dismissing the claims with prejudice. The legal team was led by Ian Roffman, chair of Nutter’s Securities Enforcement and Litigation practice, and included Joe Toomey, Ken Ehrlich, and Tom Curry.

Nutter is serving as legal counsel to Fidelity Bank in connection with its agreement with Cape Cod 5 to merge their respective mutual holding companies under one multi-bank holding company, Mutual Bancorp, subject to regulatory approval.

Nutter represented a major financial institution in successful negotiations with multiple excess insurance carriers of full coverage for 8-figure class action settlement and litigation defense costs.  

Nutter advised LifeYield, a Boston-based, tax-smart technology provider, in connection with its acquisition by SEI® (NASDAQ: SEIC).

Nutter represented a nationally recognized investment bank acting as placement agent for a $20 million offering of subordinated debt in July 2021 by a bank holding company in New England.

Nutter is serving as legal counsel to North Shore Bancorp, the holding company for North Shore Bank, in connection with its agreement to combine with Hometown Financial Group, Inc., the holding company for bankESB, bankHometown, and Abington Bank.

Nutter represented registered investment advisers, broker-dealers, and investors in many investigations by the SEC and state regulators involving a full range of regulatory issues, including registration, conflict of interest disclosure and supervision, resulting in settlements or no charges filed.