S&C Client First Niagara Completes Merger with KeyCorp

August 1, 2016

S&C client First Niagara Financial Group, Inc. completed its previously announced merger with and into KeyCorp, with KeyCorp surviving the merger. KeyCorp paid 0.680 of one of its own shares and $2.30 in cash for every share of First Niagara. Systems and client conversion is expected during the fourth quarter of 2016, subject to pending regulatory approval by the Office of the Comptroller of the Currency for the merger of First Niagara's bank subsidiary, First Niagara Bank, N.A., into KeyBank National Association, a bank subsidiary of KeyCorp.

The acquisition will include the addition of approximately 300 branches in New York, Pennsylvania, Connecticut and Massachusetts, giving KeyCorp more than 1,200 branches and 1,500 ATMs throughout its 15 state footprint. The merger will also add approximately $29 billion in deposits and total assets of $40 billion to KeyCorp, based on June 30 balances. The Federal Reserve approved the acquisition on July 12.

The S&C team advising First Niagara on the transaction was led by Mr. Cohen and Mr. Gerlach. Mr. Treviño advised on executive compensation and benefits matters; Mr. Creamer advised on tax matters; and Mr. Pepperman and Ms. Oswell advised on litigation matters.