Stephen M. Klein
Practice Emphasis
BAR ADMISSIONS
Washington, 1980; District of Columbia, 1973
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Steve has served as a member of Graham & Dunn’s board of directors and as chair of the firm’s Financial Services Team. He counsels financial institutions about federal and state banking matters and related securities law and financing issues. Steve utilizes his background and experience as a bank regulator with the Comptroller of the Currency and as an accountant on Wall Street in advising our diverse group of banking clients throughout the Western United States.
Steve assists financial services companies in creatively structuring and successfully implementing mergers and acquisitions and has been involved in well over 100 transactions as counsel for buyers or sellers. Graham & Dunn has been a leader among law firms in the Western United States in the number of deals in which it served as counsel during the past decade.
Steve counsels financial institutions about federal and state banking matters and related securities law and financing issues. He also assists companies in regulatory enforcement and interventions, public and private capital formation and strategic planning matters. Steve advises directors and officers of “troubled” banks concerning their obligations and potential exposure in their individual capacities. Further, he guides securities registrations for public offerings on behalf of issuers and underwriters and counsels companies on SEC reporting and compliance obligations.
Steve has spoken at “Acquire Or Be Acquired,” Bank Director Magazine’s annual national conference on mergers and acquisitions in Arizona every year since 1996. Steve is also a frequent speaker at numerous banking conferences.
PRESENTATIONS AND PUBLICATIONS
Moderator, “Bank CEO Brainstorming Meeting,” (The past decade)
Moderator, “Bank CFO Conference Roundtable Meeting,” (Past six years)
Panelist, “D.A. Davidson Investment Conference,” (May 2008, 2009 and 2011)
Presenter, Bank Director Magazine, “Acquire or Be Acquired Annual Conference” (Since 1996)
Presenter, “Bank Merger & Acquisition Simulation,” Arizona Bankers Association Annual Meeting (October 26, 2006)
Presenter, “What to do With an Unsolicited Takeover Proposal,” California Independent Bankers Annual Convention (October 6, 2006)
Presenter, “To Sox or Not to Sox: Directors’ Responsibilities Under Section 404 of Sox,” Western Independent Bankers CFO and Risk Management Conference (June 7, 2006)
RECOGNITION
Best Lawyers in America (1995-2012)
EDUCATION
J.D., Georgetown University Law Center, 1973
B.S., Accounting and Business, New York University, 1969
REPRESENTATIVE TRANSACTIONS
Mergers and Acquisitions
- Viking Bank merger with AmericanWest Bank in all cash deal (pending)
- Columbia State Bank acquisition of Columbia River Bank in FDIC-assisted transaction
- Columbia State Bank acquisition of American Marine Bank in FDIC-assisted transaction
- Glacier Bancorp, Inc. acquisition of First Company in cash/stock deal
- Glacier Bancorp, Inc. acquisition of Bank of the San Juans in cash/stock deal
- Columbia Banking System, Inc. acquisition of Mountain Bank Holding Company in cash/stock deal
- Columbia Banking System, Inc. acquisition of Town Center Bancorp in cash/stock deal
- Glacier Bancorp, Inc. acquisition of North Side State Bank in cash/stock deal
- Northern Nevada Bank merger with The Bank Holdings in cash/stock deal
- Valley Bancorp merger with Community Bancorp in stock/cash deal
- Glacier Bancorp, Inc. acquisition of Citizens Development Company in cash/stock deal
- Pacific Continental Corporation acquisition of NWB Financial Corporation in cash/stock deal
- CityBank sale of Diligenz, Inc. to CSC Corporation in all cash deal
- Columbia Banking System, Inc. acquisition of Bank of Astoria
- Community First Bank acquisition of Connell branch of Baker Boyer National Bank
- BNW Bancorp, Inc. merger with Pacific Financial Corporation in stock deal
- Cashmere Valley Bank acquisition of Ellensburg branch of Pacific Northwest Bank
- United Savings and Loan Bank cash/stock merger with Washington Federal
- Panhandle State Bank acquisition of Orchard Bank Branch of Household Bank, f.s.b.
- Harbor Bank, NA merger with First Community Financial Group in all cash deal
- Linn-Benton Bank merger with Umpqua Bank in cash/stock deal
- Glacier Bancorp, Inc. acquisition of Wells Fargo Branches
- Glacier Bancorp, Inc. acquisition of WesterFed Financial Corporation in cash/stock deal
- Silverdale State Bank merger with AMB Financial Services Corporation in cash deal
- Glacier Bancorp, Inc. acquisition of Mountain West Bank in tax-free stock deal
- Pioneer Bancorporation merger with Zions Bancorporation in tax-free stock deal
- Valley Bancorporation merger with Frontier Financial Corporation in tax-free stock deal
- North Pacific Bancorporation sale to Heritage Financial Corporation in cash deal
Securities Offerings
- Intermountain Community Bancorp private placement/PIPE of common stock, Sandpoint, Idaho (pending)
- MBank private placement and recapitalization, Gresham, Oregon (pending)
- Sierra Bancorp registered direct offering, placement agents’ counsel, Porterville, California
- Peoples Bancorp private placement of common stock, Bellingham, Washington
- Columbia Banking System, Inc. public common stock offerings, Tacoma, Washington
- Bank of Commerce Holdings common stock offering, underwriters’ counsel, Redding, Oregon
- Glacier Bancorp, Inc. public common stock offerings, Kalispell, Montana
- Pacific Continental Corporation public common stock offering, Eugene, Oregon
- Foundation Bancorp, Inc. private placement of common stock, Bellevue, WA
- Pacific Continental Corporation common stock “PIPE” offering, Eugene, Oregon
- Northwest Commercial Bank common stock offering, Lakewood, Washington
- Canyon Bancorporation stock offering, Tucson, Arizona
- Pinnacle Bank common stock offering, Beaverton, Oregon
- Valley Bancorp underwritten initial public offering, Henderson, Nevada
- Mountain Bank Holding Company common stock offering, Enumclaw, Washington
- The Bank Holdings common stock offering (underwriters’ counsel), Reno, Nevada
- NorthStar Bank common stock offering, Seattle, Washington
New Bank Formations
- CenterPointe Community Bank, Hood River, Oregon
- Lewis & Clark Bank, Oregon City, Oregon
- Bank Reale, Pasco, Washington
- Center Bank, Lynnwood, Washington
- Eastside Commercial Bank, N.A., Bellevue, Washington
- Oregon Coast Bank, Newport, Oregon
- Northern Nevada Bank, Reno, Nevada
- Community First Bank, Kennewick, Washington
- Canyon Community Bank, N.A., Tucson, Arizona
- Charter Bank, Bellevue, Washington
- Northwest Business Bank, Seattle, Washington
- Coastal Community Bank, Everett, Washington
- Bank NorthWest, Bellingham, Washington
- Bank of Edmonds, Edmonds, Washington
TARPs
- Columbia Banking System, Inc., Tacoma, Washington (repaid in entirety on 8/11/10)
- Intermountain Community Bancorp, Sandpoint, Idaho
- Pierce County Bancorp, Fircrest, Washington
- Northwest Commercial Bank, Lakewood, Washington
Holding Company Reorganizations
- Skagit State Bank, Burlington, Washington
- Northern Nevada Bank, Reno, Nevada
- NorthStar Bank, Ballard, Seattle, Washington
- Cashmere Valley Bank, Cashmere, Washington
- Community First Bank, Kennewick, Washington
- Coastal Community Bank, Everett, Washington
- Canyon Community Bank, N.A., Arizona
- Bank Northwest, Bellingham, Washington
- Valley Bank, Henderson, Nevada
- Northwest International Bank, Seattle, Washington
- Charter Bank, Bellevue, Washington
Other Transactions and Financings
- Community First Bancorp subchapter S conversion, Kennewick, Washington
- Olympic Bancorp subchapter S conversion, Port Orchard, Washington
- Hawaii National Bancshares, Inc. going private transaction, Honolulu, Hawaii
- Numerous Trust Preferred Offerings
