Mechanics Bank (OTCPK:MCHB) signed a definitive agreement to acquire Rabobank, National Association from Coöperatieve Rabobank U.A. for $2.1 billion on March 15, 2019. As part of the total consideration payable in the transaction, Rabobank Group will receive 9.9% of the outstanding shares of Mechanics Bank after giving effect to the transaction. The consideration is subject to customary purchase price adjustments at closing. In the transaction, Mechanics Bank will acquire Rabobank, National Association’s retail, business banking, commercial real estate, mortgage, and wealth management businesses while Rabobank, National Association’s food and agribusiness assets will transfer to Rabobank, N.A.’s affiliate, Rabo AgriFinance. The combined entity would operate under the Mechanics Bank name. Kirkland & Ellis represented Ford Management III, L.P. which will backstop the rights offering by Mechanics Bank to provide financing for the acquisition by Mechanics Bank of Rabobank, National Association. Upon closing, Mechanics Bank’s President and Chief Executive Officer John DeCero and Rabobank’s Chief Executive Officer Mark Borrecco will become co- Chief Executive Officers of the combined bank. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. The transaction has been approved by each party’s authorizing Board of Directors. As of July 30, 2019, regulatory approvals from the Board of Governors of the Federal Reserve, The Office of the Comptroller of Currency, The Federal Deposit Insurance Corporation and the California Department of Business Oversight were received. No further regulatory approvals are required to consummate the acquisition. The transaction is expected to close in the third quarter of 2019. As of June 24, 2019, the deal is expected to close in August or September 2019. As of July 30, 2019, the acquisition is expected to close on or about September 1, 2019, subject to the satisfaction of the remaining conditions set forth in the stock purchase agreement. Lazard Freres & Co. LLC acted as financial advisor and Donald J. Toumey, Stephen M. Salley, Ronald E. Creamer Jr., HeatMechanics Bank and Rabobankher L. Coleman and Ansari of Sullivan & Cromwell LLP acted as legal advisor to Rabobank, National Association. Edward D. Herlihy, David E. Shapiro, Jacob A. Kling, Eric M. Feinstein, Matthew T. Carpenter, Richard K. Kim, Patricia A. Robinson, David E. Kahan, Rohit A. Nafday, Joshua M. Holmes and Swift S.O. Edgar of Wachtell, Lipton, Rosen & Katz acted as legal advisor for Mechanics Bank and Credit Suisse Securities (USA) LLC acted as financial advisor. Ernst & Young acted as financial advisor to Cooperatieve Rabobank U.A.