Agenda

Conference Agenda
Agenda is subject to change.

Day One | Sunday, January 27
7:00 AM – 1:00 PM
Registration

7:00 AM – 8:00 AM   
Breakfast + Registration
sponsored by:  Austin Associates LLC, Stifel Nicolaus Weisel and Stinson Morrison Hecker LLP

8:00 AM – 8:15 AM    
Official Welcome 
Al Dominick, Managing Director + EVP, Bank Director
Jack Milligan, Editor, Bank Director

8:15 AM – 9:05 AM    
M&A as a Line of Business
Luigi L. De Ghenghi, Partner, Financial Institutions Group, Davis Polk & Wardwell LLP
Alex Young-Anglim, Associate, Financial Institutions Group, Davis Polk & Wardwell LLP
In today’s environment of slowed economic growth and regulatory change, bankers and investors continue to eye M&A as a possible opportunity for increasing profits and building strategic franchises.  What are the latest regulatory, business and legal challenges to making M&A a viable line of business?  This panel will discuss the evolving benefits and risks of M&A from various perspectives, examine how regulatory reform, including Basel III, is likely to shape bank M&A over the next few years, and assess the practical implications for executing deals.

9:05 AM – 9:25 AM   
Refreshment Break
sponsored by:  Graham & Dunn PC

9:10 AM – 11:30 AM   
M&A Simulation I
Kumi Yamamoto Baruffi, Partner, Graham & Dunn PC
Laura A. Baumann, Of Counsel, Graham & Dunn PC
Brian D. Branson, Director, Financial Instituions Group, Sterne Agee & Leach, Inc.
John A. Hamel, Managing Director, Financial Instituions Group, Sterne Agee & Leach, Inc.
Stephen M. Klein, Partner, Graham & Dunn PC
Robert J. Toma, CFA, Director, Financial Institutions Group, Sterne Agee & Leach, Inc.
To successfully negotiate a merger transaction, buyers and sellers must bridge the gap between a number of financial, legal, accounting and social challenges.  Work side-by-side with industry experts in this interactive exercise where participants role-play – as buyers and sellers – in an attempt to negotiate a mutually beneficial merger transaction.  The simulation replicates challenges that boards must overcome to facilitate a transaction in today’s tough environment.  This session will be limited to 36 participants.

9:25 AM – 11:25 AM   
Workshops
In addition to the M&A Simulation listed above, two additional workshops will be conducted allowing attendees to attend the workshop of their choice.  (Select One)

Workshop I:  M&A Case Studies for Banks under $1 Billion
Craig J. Mancinotti, Managing Director & Principal, Austin Associates LLC
Richard F. Maroney, Jr., Managing Director & Principal, Austin Associates LLC
C. Robert Monroe, Co-Chairman, Financial Services Division and Partner, Stinson Morrison Hecker LLP
This session provides the financial and legal fundamentals of community bank M&A transactions.  Drawing on recent case studies to illustrate relevant buy-side analysis, key financial terms and sell-side strategies to maximize value, an experienced M&A attorney discuss creative deal structures and critical legal issues in the current environment.

Workshop II:  Maximizing Your Path:  Acquire…How to Become (And Stay) A Good Acquirer…or Be Acquired…How to Become A Good Target
Mark R. McCollom, Senior Managing Director, Griffin Financial
Richard L. Quad, Senior Managing Director, Griffin Financial
This session will explore and highlight the ways to maximize the strategic path your bank has chosen as either a buyer or a seller.  If your path is clearly defined as a consolidator, what are the common attributes of a “good” buyer and a “good” seller?  Once you’ve become a “good” buyer, how do you remain one?  What are the costly mistakes that other buyers have made in the past and how can you avoid them?  If your path is clearly as a future target, what should you be doing now in order to maximize future shareholder value?

11:30 AM – 12:20 PM    
Bank Investors:  Who Were They, Who Are They and What Are They Looking For
Lisa J. Schultz, Managing Director, Equity Capital Markets & Syndicate, U.S., Stifel Nicolaus Weisel
Anton V. Schutz, President & Chief Investment Officer, Mendon Capital Advisors Corporation and Founder, New Ground Capital
Institutional Investors are an important influence on the valuation of bank stocks.  Their role has evolved over the years as retail investors and insider ownership has played a less prominent role.  By understanding the behavior of both passive and active institutional investors, you can better position your bank to gain maximum market support.

12:20 PM – 1:20 PM   
Lunch 
sponsored by:  Sandler O’Neill + Partners, L.P.

1:20 PM – 1:30 PM    
What Directors Think
Al Dominick, Managing Director & EVP, Bank Director
Mika Moser, Senior Vice President, Bank Director
This ten minute session introduces BankDirector.com to AOBA attendees and highlights recent research, videos and M&A-focused information available online.

1:30 PM – 2:20 PM    
Your Banks Worth – Today and Tomorrow
Curtis Carpenter, Managing Director, Sheshunoff & Co. Investment Banking
Gain a better understanding of how the market has changed, major value drivers, transaction trends and where your bank fits in the mix.

2:20 PM – 3:10 PM    
Keynote
Raymond P. Davis, President & CEO, Umpqua Holdings Corporation

3:10 PM – 3:30 PM   
Refreshment Break
sponsored by:  DirectorCorps

3:30 PM – 4:20 PM   
Breakout Sessions (select one)

Breakout I: Due Diligence – A Vision Towards Making A Decision
Molly Curl, Bank Regulatory National Advisory Partner, Grant Thornton LLP
David M. Burns, Financial Services Practice Leader, Philadelphia Office, Grant Thornton LLP
This session covers the next steps to be taken once you have a signed letter of intent. What should your team focus on? How can the results of due diligence impact the negotiations of the final purchase agreement? When is it time to walk away?

Breakout II: Ten Legal and Regulatory Developments that Will Fuel Consolidation
Douglas J. McClintock, Partner, Alston & Bird LLP
Clifford S. Stanford, Counsel, Alston & Bird LLP
The bank consolidation wave is coming. What will cause it to finally crescendo? This session will give listeners the opportunity to hear about, and discuss the legal and regulatory issues that will help fuel bank consolidation.

Breakout III: Charting Your Strategic Course in a Challenging Environment
James J. McAlpin, Jr., Partner, Bryan Cave LLP
Walter G. Moeling IV, Partner, Bryan Cave LLP
This session will look at the industry conditions and economic factors to be considered by bankers and boards of directors when conducting strategic planning. Participants will also discuss the driving factors in building bank value. Banks may need to rethink their approach to traditional profitability metrics in the current environment.

Breakout IV:  We Just Bought a Bank, Now What Do We Do?
Rick Childs, Director, Assurance & Financial Advisory Services, Crowe Horwath LLP
Getting to Day 1 on an acquisition can be a long process, but it’s just the gateway to many complicated issues that begin on Day 1 and continue for many years.  As an acquirer, you’ve based the acquisition on various sets of assumptions about fair value, earnings accretion, cost savings and other factors.  In this session, what to do on Day 2 of an acquisition and beyond will be explored with a focus on accounting, tax and operational issues.

4:25 PM – 5:15 PM   
Analyst Forum:  Comparing Banks to Utilities
Gary R. Bronstein, Partner, Kilpatrick Townsend & Stockton LLP
Frederick L. Cannon, Director of Research, Chief Equity Strategist, Keefe Bruyette & Woods Inc.
Anthony Polini, Managing Director, Equity Research, Raymond James
James Sinegal, Director, Financial Services Research, Equity Research, Morningstar, Inc.
Bank Director’s Bank Analyst Forum, which is featured in both Bank Director magazine and on BankDirector.com, brings some of the leading sell-side banking analysts from top research and brokerage firms together to share macro-economic trends specific to CEOs, CFOs and chairmen of financial companies.  Instead of focusing on specific stocks, we share board-specific information.  At this year’s conference, we will share this information via a special panel discussion that involves a moderator and three top bank analysts.

5:15 PM – 6:30 PM    
Cocktail Reception
sponsored by:  DirectorCorps

Day Two | Monday, January 28
7:00 AM – 8:00 AM   
Breakfast + Registration
sponsored by:  Raymond James & Associates, Inc.

7:00 AM – 7:50 AM   
Regional Roundtable Discussions
Take advantage of a unique opportunity to discuss issues and growth challenges specific to your region and network with other bankers from your area during these informal breakfast roundtables.  There will be four sessions:

Regional Roundtable I:  Northeast
sponsored by:  FinPro Capital Advisors, Inc.
Dennis E. Gibney, Principal, FinPro Capital Advisors, Inc.
Donald J. Musso, President, FinPro Capital Advisors, Inc.

Regional Roundtable II:  Midwest
sponsored by:  McGladrey LLP
Jeffery C. Baker, Partner, McGladrey LLP

Regional Roundtable III:  Southeast
sponsored by:  FIG Partners LLC
Matthew F.X. Veneri, Principal, FIG Partners LLC

Regional Roundtable IV:  West Coast
sponsored by:  The Hovde Group
Daniel Pake, Managing Director, Hovde Financial Inc.

7:55 AM – 8:05 AM   
Welcome 
To welcome attendees back, Bank Director’s Managing Director, Al Dominick, and Jack Milligan, the Editor of Bank Director magazine, share highlights from yesterday’s breakout sessions before laying out the day ahead.

8:05 a.m. – 8:55 a.m.    
State of the Industry
John G. Duffy, Vice Chairman, Keefe, Bruyette & Woods, Inc.
A well-known veteran of the financial services industry reviews the operating environment for the U.S. banking industry and offers his insights to help you make informed decisions on the strategic challenges ahead.

8:55 AM – 9:45 AM    
Will Sellers’ Pricing Expectations Match Market Capacity?
William F. Hickey, Principal and Co-Head of the Investment Banking Group, Sandler O’Neill + Partners, L.P.
This session will focus on the buyers’ capacities to make acquisitions as well as the investment value of the buyers’ stock currency.  We will review investor reaction to recently announced transactions and examine which metrics are acceptable to investors in today’s marketplace.

9:45 AM – 10:25 AM   
Bank Executive “Audience Response” Survey
Nichole Jordan, National Banking & Securities Industry Leader, Grant Thornton LLP
An audience favorite!  During this session, we ask attendees to sort out the emerging trends in the banking industry.  Don’t miss the chance to express you opinions through individual automated response keypads.

10:25 AM – 10:45 AM   
Refreshment Break
sponsored by:  Barack Ferrazzano Kirschbaum & Nagelberg LLP

10:25 AM – 12:45 PM
M&A Simulation II 
(This workshop runs concurrent to the 10:45 and 11:45 breakout sessions listed below.)
Brian D. Branson, Direcor, financial Instituions Group, Sterne Agee & Leach, Inc.
John A. Hamel, Managing Director, Financial Institutions Group, Sterne Agee & Leach, Inc.
Adam S. Kirshenbaum, Baird Holm LLP
Robert J. Toma, CFA, Director, Financial Institutions Group, Sterne Agee & Leach, Inc.
Jonathan J. Wegner, M&A Attorney, Baird Holm LLP
John S. Zeilinger, M&A Attorney, Baird Holm LLP
To successfully negotiate a merger transaction, buyers and sellers must bridge the gap between a number of financial, legal, accounting and social challenges.  Work side-by-side with industry experts in this interactive exercise where participants role-play as buyers and sellers in an attempt to negotiate a mutually beneficial merger transaction.  The simulation replicates challenges that boards must overcome to facilitate a transaction in today’s tough environment.  This session will be limited to 36 participants.

10:45 AM – 11:35 AM   
Breakout Sessions (select one)

Breakout I:   What Bank Management & Boards Need to Know in 2013
John E. Freechack, Chairman, Financial Institutions Group, Barack Ferrazzano Kirschbaum &
    Nagelberg LLP
Allen G. Laufenberg, Managing Director, Investment Banking, Stifel Nicolaus Weisel
This breakout continues the “Need to Know” series that has been a popular highlight at this conference for the past few years.  Gain practical insight from two experienced bank advisors on what CEOs and directors will need to know to succeed in 2013 and beyond.  From regulatory and legal matters to M&A and capital market trends, learn how to best position your organization to take advantage of the upcoming changes.

Breakout II: Your Own Personal Stock Market
Caryn Feinberg, Senior Vice President and head of the Community Bank Market, SecondMarket, Inc.
Jeremy A. Smith, Chief Strategy Officer, SecondMarket, Inc.
Learn how creating an ongoing private secondary market for your bank’s shares can better position your bank for growth. A new suite of tools is available to you which enables you to create a company-controlled secondary market for the shares of your bank. By making your bank’s stock more liquid, you can respond to shareholder demand for liquidity, mitigate the legal and administrative burden associated with facilitating the transfers in your bank’s shares yourself, create a more liquid currency for acquisitions and enhance your ability to raise outside capital.

Breakout III:  Managing the M&A Process and Achieving Your Goals In A Challenging Environment
John J. Gorman, Partner, Luse Gorman Pomerenk & Schick, P.C.
Eric Luse, Partner, Luse Gorman Pomerenk & Schick, P.C.
This session will review the changing regulatory and business environment for M&A transactions, how those changes affect deal planning and what you need to know to successfully complete a transaction.  In addition, the panelists will review innovative deal structures, the importance of due diligence and document drafting, and evolving strategies for obtaining shareholder and regulatory approvals and achieving executive compensation goals.

Breakout IV:  The Commercial Banking Industry:  A View from the Street
Jim Adkins, Managing Member, Artisan Advisors, LLC
James R. Hannon, Managing Member, Artisan Advisors, LLC
Jeffery M. Voss, Managing Member, Artisan Advisors, LLC
This session will feature a short presentation of the performance of the commercial banking industry over the last few years and the current state of the industry.  The Artisan Advisors team will then discuss the many issues that face commercial bankers as the industry enters 2013, giving attendees a sense of 1) how the regulators and bankers are getting along; 2) how bankers are successfully dealing with capital constraints; 3) operating decisions to purse and decisions to avoid; 4) holding company debt issues; 5) issues bank directors need to consider; and 6) where does the industry go from here?

11:45 AM – 12:35 PM   
Breakout Sessions (select one)

Breakout I:  Case Study:  M&A Synergies from the ViewPoint Financial/Highlands Bancshares Transaction
C.K. Lee, Managing Director, Financial Institutions Group, Commerce Street Capital, LLC
Kevin J. Hanigan, President & CEO, ViewPointFinancial Group, Inc. and ViewPoint Bank
An investment banker and banker describe the transformational 2012 transaction in Texas and discuss how M&A can improve investor perception and drive shareholder value.  The two community banks came together to solve a management succession problem at ViewPoint and provided liquidity for Highlands shareholders.  The combined institution has been a strong performer and the improved share price unlocked significant value for investors.

Breakout II: Changing Landscape of D&O Liability
Dennis Gustafson, Senior Vice President & Financial Institutions Practice Leader, AH&T Insurance
While the pace of failed banks continues downward, M&A and FDIC claims are on the rise. This interactive presentation will “look under the hood” as to these claims and trends and provide the most recent update to the Civil Money Penalties coverage discussion. Next we’ll review what we consider the best-in-class process to ensure the most successful renewal including understanding the banks perceived risks, determining the appropriate limits and the value of the underwriter meeting/call. Finally, we will close with a top 10 list of coverage enhancements that you should request.

Breakout III:  Capital Management:  Alternatives and Uncertainties
Jeff K. Davis, Managing Director, Financial Institutions Group, Mercer Capital
Andrew K. Gibbs, Senior Vice President, Mercer Capital
As earnings recover and credit problems wane, banks face more choices with respect to deploying their capital.  However, newly proposed regulations add more complexity to the capital planning process.  We review opportunities beyond bank M&A to manage capital in the current environment.  

Breakout IV:  Access to Capital Markets and New Liquidity Options for Bank Shareholders
Timothy Ryan, Vice-President and Managing Director, OTC Markets Group Inc.
In a regulatory environment with increasing demand for capital, should banks consider private or public platforms?  This session will also address how the new Jumpstart Our Business Startups (JOBS) Act eases capital formation for banks and impacts the bank’s decision to go public.

12:35 PM – 1:35 PM   
Lunch
sponsored by:  Mercer Capital and Luse Gorman Pomerenk & Schick, P.C.

1:35 PM – 2:25 PM    
Non-Competes and Change of Controls
Douglas P. Faucette, Partner, Locke Lord LLP
William Flynt Gallagher, President, Meyer Chatfield Compensation Advisors
Theodore J. Sharp, Managing Director, Pearl Meyer & Partners

2:25 PM – 2:55 PM    
L. William Seidman Lecture Series, featuring Thomas J. Curry, Comptroller of the Currency
This fourth annual series honors Bank Director magazine’s late publisher L. William Seidman, whose wit and wisdom always entertained attendees.

2:55 PM – 3:25 PM
Growth Opportunities in 2013 – Audience Response Survey
Al Dominick, Managing Director + EVP, Bank Director

3:25 PM – 3:45 PM   
Refreshment Break
sponsored by:  Day Pitney LLP

3:45 PM – 4:35 PM   
Point/Counterpoint Debate
Steven D. Hovde, President & Chief Executive Officer, Hovde Financial Inc.
Ron Janis, Partner, Day Pitney LLP
Mark C. Kanaly, Partner, Alston & Bird LLP
Michael T. Mayes, Managing Director, Raymond James & Associates
One of the most popular highlights of past conferences!  Top investment bankers square off against attorneys to debate the merits of recent banking trends and what lies ahead.

4:35 PM – 4:40 PM
Audience Response Survey & Board Issues
Joan Susie, CEO, Bank Director

4:40 PM – 5:30 PM   
Bankers’ Panel
Joe Evans, Chairman & CEO, State Bank Financial Corporation
William H. Fenstermaker, Chairman, IberiaBank Corporation
Peter S. Ho, Chairman, President & CEO, Bank of Hawaii
To sell or not to sell… that is a debate for many bank boards.  Many factors go into this strategic decision and it is essential for boards to weigh all alternatives to make the best decisions for shareholders.  Hear from bank directors who have completed recent transactions and gain insight on everything from how to find the best deal to how to handle board dynamics during the process.

5:30 PM – 7:00 PM   
Cocktail Reception
sponsored by:  Stifel Nicolaus Weisel

7:00 PM – 9:30 PM   
Dinner + Entertainment
sponsored by:  Keefe, Bruyette & Woods, Inc.

Day Three | Tuesday, January 29
7:00 AM – 8:00 AM  
Breakfast
sponsored by:  Sheshunoff & Co. Investment Banking

7:00 AM  – 8:25 AM    
Discussion Groups
Rise early for interactive discussion groups with banking experts and your banking peers.  The discussion groups will be repeated two times so attendees can select two topics of interest.  

Discussion Group I:  Evaluating Your Branch System for Growth…or Consolidation
Jeffrey L. Morris, Managing Director & Principal, Austin Associates, LLC
Paul L. Simoff, Principal, Austin Associates, LLC
This session will explore the attributes of attractive branch markets:  how to evaluate the financial impact of branches on overall bank profitability; and determining if, or when, to close existing facilities.  Specific topics will include: (i) analyzing product and customer profitability on branch performance; (ii) allocating overhead to individual branches; (iii) evaluating deposit and loan attrition rates in branch closing scenarios; and (iv) assessing alternatives to branch closing strategies.

Discussion Group II:  Increasing Your Franchise Value
Emmett J. Daly, Principal, Investment Banking Group, Sandler O’Neill + Partners, L.P.
In a low rate, slow-growth environment, bankers must improvise and consider things that just 12 months ago might have seemed untenable.  Without loan growth and an adequate yield curve, value can be created elsewhere through buybacks, preferred redemptions, balance sheet restructurings and dividend increases.  Even more extreme, bankers need to aggressively analyze branch networks, delivery systems and products/services that look good but are marginally profitable at best.

Discussion Group III: How Determining Credit Marks in Due Diligences
Relates to a Bank’s Future Portfolio Management
David H. Ruffin, Co-Founder, Managing Partner & Member, Credit Risk Management, LLC
Acquirors in M&A’s or investors in capital raises require sophisticated, quantitative approaches to form estimates of potential credit losses (credit marks) in targeted loan portfolios. Post due diligence, those same methodologies need to be applied in the new future-focused protocols required for effective day-to-day managment of loan portfolios.

Discussion Group IV:  The End of Tarp – What That Means for M&A
Aaron DiRusso, Senior Vice President, Raymond James & Associates Inc.
Michael T. Mayes, Managing Director, Raymond James & Associates Inc.
This session will answer the following questions:  How will the winding down of Tarp impact Tarp and non-Tarp banks?  What are the characteristics of Tarp and non-Tarp banks?  How will the U.S. Treasury’s plans to sell of its Tarp investments impact banks, bank capital and bank boards?  Will this fuel consolidation?

Discussion Group V: Corporate Lending… It Is Not Just For Big Banks
Lori Bettinger, President, BancAlliance
Jason M. Fish, Co-Founder & Credit Committee Chairman, Alliance Partners
As banks look at ways to make themselves attractive players in the M&A space, asset strategies become paramount. One of the better asset-generating opportunities today is to participate with other banks on commercial and industrial loans that are too large for a single institution to underwrite on their own. But loan participants have to be done carefully, as they have caused problems in the past. This session will explain how to do them profitably – and safely.

8:30 AM – 9:20 AM    
Post Deal Integration: Making It Work and Realizing Your Investment
Joshua Carter, Partner, PricewaterhouseCoopers LLP

9:20 AM – 10:10 AM    
Breakout Sessions (select one)

Breakout I:  Positioning Your Bank for the Future
Dennis E. Gibney, Principal, FinPro Capital Advisors, Inc.
Donald J. Musso, President, FinPro Capital Advisors, Inc.
This session will provide practical strategies to build and retain value for your shareholders.  Topics will include strategies for loan generation, positioning for changing interest rates, customer retention and runoff strategies and preparing to sell.

Breakout II:  Local.  Mobile.  Social.  Profitable.  Checking.
Mike Branton, Partner, StrategyCorps
Dave DeFazio, Partner, StrategyCorps
Imagine your customers facebooking, texting or tweeting about how your bank’s amazing checking account gives them discounts at local merchants and restaurants and identity monitoring, all on their smart phone and online.  Imagine 40% of your existing customers and 30% of your new ones gladly paying fee income of $75 per year to have that checking account.  Stop imagining – the best financially performing and most customer connecting checking account is already here.

Breakout III:  Raise Capital to Reload or Sell:  It’s a Question of Dilution and Risk
Patrick Nicolini, Senior Vice President, FIG Partners LLC
Matthew F.X. Veneri, Principal, FIG Partners LLC
This session will focus on the decision many smaller community banks will make between raising new capital or selling the bank.  It will walk through specific examples and detail the discussions boards have when looking at significantly dilutive (from an ownership perspective) capital raises versus the outright sale of the company.

Breakout IV:  Distressed M&A:  The Section 363 and Pre-Packaged Holding Company Bankruptcy Alternative
Joseph S. Berry, Jr., Managing Director, Keefe, Bruyette & Woods, Inc.
James Harasimowicz, Managing Director, Keefe, Bruyette & Woods, Inc.
Over the last 24 months a relatively new deal structure (for the banking industry) has emerged that allows for the acquisition of distressed banking companies using holding company reorganizations.  The transactions can carry with them a multitude of complications including the makeup of a company’s capital structure, the company’s creditors and the bankruptcy courts, to name a few.  That said, in certain cases this structure is the only means to effect an open bank transaction.  In this discussion we will outline the basic tenets of the transactions, how they are structured, where they can be effective and how the process works.  This is an improtant topic for distressed sellers, buyers and regional peer observers nationwide.

10:10 AM – 10:30 AM   
Refreshment Break
sponsored by:  StrategyCorps

10:30 AM – 11:20 AM   
Breakout Sessions (select one)
New sessions + New Topics.  Four sessions will be held during this time.  

Breakout I:  M&A:  Capital Remains King
Ralph F. (Chip) MacDonald III, Partner, Jones Day
Heith Rodman, Associate, Jones Day
Successful M&A depends upon sufficient capital and capital planning.  This discussion will focus on why capital planning is critical for M&A; what the regulators are looking for in capital planning; the effects of regulatory orders and the Basel III capital proposals.  It will also focus on how capital planning and Basel III will drive purchases and sales as well as the pricing of business units and lines of business; the new capital rules require strategic changes to product lines and pricing that will facilitate being a buyer or force a sale; and optimizing your bank’s capital structure to promote shareholder value and acquisitions.

Breakout II:  The Impact of Compliance Burden on M&A
Michael G. Keeley, Partner, Hunton & Williams LLP
Peter G. Weinstock, Partner, Hunton & Williams LLP
This session will discuss the pros and cons of the various charters and supervisory agencies for expansionary activities.  The presentation will also address the impact of regulatory compliance initiatives, including those under Fair Lending and UDAAP and the various types of administrative actions on bank growth strategies.

Breakout III:  Buyers and Bleeders – How to Use Stress Testing for a Winning M&A Strategy
Kamal Mustafa, Chairman & CEO, Invictus Consulting Group LLC
Fifty percent of the banks across the country will NEED to participate in M&A in order to survive over the long-haul.  Some banks do not have enough capital to survive another severe economic downturn, which is the “bottom-line” with respect to the regulators objectives in terms of capital adequacy.  Other banks have plenty of capital, but do not generate enough profits to justify standing-alone in the “new normal” economic environment.  Some banks have both problems, while others have neither.  Invictus will provide an overview of its groundbreaking study called “Buyers and Bleeders”, which analyzes the M&A landscape from this perspective, and will also discuss how bankers can use capital stress testing as an offensive weapon to position their banks in this evolving environment, and also how to use stress testing to optimize their capital adequacy with the regulators.

Breakout IV: The Multiple Charter Franchise Model – The Good, The Bad & The Ugly
Douglas M. Hultquist, President & CEO, QCR Holdings, Inc.
Steven P. Kent, River Branch Capital LLC
This session will discuss the retention of multiple chartered bank affiliates as an acquisition and franchise operating strategy. It will cover the critical tactical success variables as to why select successful bank holding companies have retained the structure, while others have consolidated charters for, either or both, risk and cost management objectives.

11:25 AM – 12:15 AM    
Mergers of Equals
Frank Cicero, Managing Director and Global Head of Financial Institutions Group, Jefferies & Company, Inc.
This session will include a brief history of MOE transactions and the unique issues involved in structuring and executing these deals.  More importantly, we will assess the applicability of MOE’s to the current banking landscape and help bank management teams and boards evaluate the practicality of such transactions.  In an environment where earnings growth is subdued and investors have a high board in evaluating acquisitions, MOE’s and strategic mergers warrant consideration.

12:15 PM – 12:30 PM   
Closing Remarks
Joan Susie, CEO, Bank Director

12:30 PM
Boxed Lunches

1:30 PM     
Golf Tournament
sponsored by:  Griffin Financial and PricewaterhouseCoopers LLP
Enjoy the afternoon playing golf on one of the top courses in America.  Remember, the golf tournament has limited spaces, so sign up early to reserve your spot!

6:00 PM – 7:00 PM   
Cocktail Reception
sponsored by:  Griffin Financial and PricewaterhouseCoopers LLP