S&C Advises Mitsubishi UFJ Financial Group as It Completes Sale of MUFG Union Bank to U.S. Bancorp

December 8, 2022

Mitsubishi UFJ Financial Group completed the previously announced sale of its MUFG Union Bank's U.S. core regional banking franchise to U.S. Bancorp. MUFG, Japan's biggest lender, received $5.5 billion in cash and approximately 44 million shares of U.S Bancorp (representing approximately 3 percent of the company) at closing and will receive an additional $3.5 billion in cash within five years of closing.  Prior to closing, Union Bank declared and paid a special dividend of approximately $4.6 billion to MUFG Americas Holdings Corporation, a subsidiary of MUFG.
The sale did not include Union Bank's Global Corporate & Investment Bank business, certain middle and back office functions and certain other assets and liabilities, which have been transferred to other MUFG subsidiaries prior to, or will be transferred to other MUFG subsidiaries during a period following, the closing of the sale.  S&C is advising MUFG on these transfers.
In connection with the sale, S&C also advised MUFG on Union Bank's pending divestiture of three branches in San Bernardino County, California to HomeStreet Bank, pursuant to an agreement U.S. Bancorp and Union Bank entered into with the U.S. Department of Justice.
The transaction will allow MUFG to shift its focus to its retail banking business in Japan and Asia, while continuing to focus on its wholesale corporate and investment banking franchise in the United States.
The S&C team advising MUFG over the course of the transaction included a multi-disciplinary group across its New York, Tokyo, Washington, D.C. and other offices. Rodge Cohen, Don Toumey, Keiji Hatano, Michelle Chen, Dan Wolf, Benjamin Nuyens, Danny Rua, Kate Dai, Wil Gould and Yiming Sun advised on M&A, corporate and regulatory matters. Sam Woodall, Wendy Goldberg, and Elizabeth Levin advised on bank regulatory matters. Joe Matelis, Matt Liptrot, Keith Woolridge and Clea McClellan advised on U.S. antitrust matters. Heather Coleman and Sarah Remmer Long advised on executive compensation matters. Mehdi Ansari, Ryan Logan and Matt Rosenberg advised on intellectual property and privacy matters. David Spitzer and Limeng Sun advised on tax matters. Ben Weiner advised on regulatory capital and liquidity matters. Rebecca Simmons advised on resolution planning matters. David Gilberg advised on derivatives regulatory matters. Rick Wertheim and Tracey Russell advised on broker-dealer and FINRA matters. Eric Queen and Bradley Smith advised on Hart-Scott-Rodino Act matters. Juan Rodriguez advised on non-U.S. antitrust matters. Bob Downes and Bob Reeder advised on certain securities law matters. Amanda Davidoff advised on litigation matters. Beth Davy advised on OFAC and BSA/AML matters. Nick Menillo and Mark Rosenberg advised on cybersecurity insurance matters.