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Acquire or Be Acquired

Acquire or Be Acquired

January 25-27, 2015
The Phoenician
Scottsdale, AZ

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*agenda subject to change7:00 a.m. - 8:00 a.m.
Breakfast + Registration
Sponsored by:  Austin Associates, LLC & Stinson Leonard Street LLP

8:00 a.m. - 8:15 a.m.
Opening Remarks
Al Dominick,
President, Bank Director
From the the appeal of spreading into new geographies to the attractiveness of acquiring a competitor that holds rich talent to drive new sources of revenue, we open the conference with a look back at the year that was and ahead to the topics and trends that influenced the development of this year’s program. 

8:15 a.m. - 9:05 a.m.
Outlook for Banking in the U.S.
This session reviews capital markets and operating conditions for banks nationwide with a specific focus on the average size of banks represented at this event.  This session looks at how M&A fits within a broad range of strategic alternatives and how can M&A help you achieve your strategic goals.

9:05 a.m. - 9:25 a.m.
Refreshment Break
Sponsored by:  Graham & Dunn PC 

9:25 a.m. - 10:55 a.m.
Workshops (select one)
For attendees eager to get a jumpstart on the day, we offer three in-depth workshops that run for an hour and a half.  This year’s workshops are designed for community banks under $1Bn in asset size, over $1Bn in asset size and for outside directors looking to better understand the vocabulary and vernacular associated with a bank merger, sale or acquisition.

Workshop I:  For Banks Under $1Bn
J. Kyle McCurry,
Partner, Stinson Leonard Street LLP
C. Robert Monroe, Partner, Stinson Leonard Street LLP
The need and desire to grow exists at virtually every institution, and this workshop provides financial and legal fundamentals of community bank M&A through a series of case studies to banks with less than $1 billion in assets.  Throughout this workshop, we look at how these banks need to gain size and scale to absorb costs and increase profitability.

Workshop II:  Understanding M&A’s Vocabulary
Just as M&A is a colorful — and complex — issue, so too are the words, terms and considerations used by attorneys, investment bankers, consultants and board members.  In this workshop, we provide a primer on what things mean and why they matter in terms of an institution’s operations, management, culture and brand. 

Workshop III:  For Banks Over $1Bn
Molly Curl,
National Partner, Bank Advisory and Regulatory Services, Grant Thornton LLP
Banks with more than $1 billion in assets have a decided opportunity to pursue merger transactions relative to those under this “magic number.”  Now, with larger regional banks poised to become more active in traditional bank M&A following successful rounds of regulatory stress testing and capital reviews, this workshop looks at how and where a bank’s board needs to adjust its M&A planning as the bank environment changes. 

11:05 a.m. - 11:15 a.m.
What’s Now, What’s Next
Jack Milligan,
Editor, Bank Director magazine
Naomi Snyder, Managing Editor, Bank Director magazine
As we return to the main room, Bank Director’s Editor, Jack Milligan, and Managing Editor, Naomi Snyder, highlight the stories that inspired them in 2014 and share the stories they anticipate covering in 2015.

11:15 a.m. - 12:05 p.m.
L. William Seidman CEO Panel
Former FDIC Chairman and Bank Director's Publisher, the late L. William Seidman, was a huge advocate of a strong and healthy community bank system.  This session brings three community bank CEOs together, all of whom are publicly traded, above $5Bn in asset size and are active acquirers with different strategies for the futures.

12:05 p.m. - 1:30 p.m.
Sponsored by:  Covington & Burling LLP 

1:30 p.m. - 2:20 p.m.
Understanding What Your Bank is Worth
Curtis Carpenter,
Principal & Head of Investment Banking, Sheshunoff & Co. Investment Banking
A staple of Acquire or Be Acquired, this session lays out how the market has changed, major value drivers, transaction trends and where banks in attendance fit into the mix.

2:20 p.m. - 3:10 p.m.

3:10 p.m. - 3:30 p.m.
Refreshment Break
Sponsored by:  Sandler O'Neill + Partners, L.P. 

3:30 p.m. - 4:20 p.m.
Breakout Sessions (select one)
The following sessions examine community and regional banking issues, building on this morning’s general session presentations.

Breakout I:  Integrating the Board
Acquisitions remain a high-risk endeavor for banks, and the integration of the board is no exception.  Who should stay, who should go - and how does this get decided - takes center stage during this breakout session.

Breakout II:  How to Woo A Merger Partner
In this breakout, we discuss the best paths for community bankers to attract the “right” merger partner. 

Breakout III:  Paths to Going Public
Christopher C. Frieden,
Partner, Alston & Bird LLP
Randolph A. Moore III, Partner, Alston & Bird LLP
With increasing needs for capital and a desire to grow, some smaller banks may want to become or remain public companies.  Still, the decision to pursue the public market to raise capital versus doing so privately can overwhelm the uninformed.  To flush out appropriate pre-filing debates and discussions, we look at recent bank IPOs to see what’s worked — and why.

Breakout IV:  Creating Your Own Deposit & Branch Strategies
Whether you have brick-and-mortar or virtual branches, branch banking is where you build customer relationships, cross-sell new products and increase wallet share.  As banks consider growing through acquisition, we look at how to adopt a structured approach and strategy based on customer needs in a local market.

4:30 p.m. - 5:20 p.m.
What Matters Most:  Size, Profitability or Something Else?
Gary R. Bronstein,
Partner, Kilpatrick Townsend & Stockton LLP
At last year's Acquire or Be Acquired Conference, it was said "you don't have to get bigger... you need to get more profitable."  So what matters most?  Size, profitability or something else?  This final session addresses this question to see what it takes to build strong franchises.

5:20 p.m. - 5:30 p.m.
Closing Remarks

5:30 p.m. - 6:30 p.m.
Networking Cocktail Reception
Sponsored by:  BoardVantage 


7:00 a.m. - 8:00 a.m.
Breakfast + Registration

7:10 a.m. - 7:55 a.m.
Discussion Groups:  M&A Focused (select one)
Rise early for interactive discussion groups with banking experts and your banking peers.  Sessions run concurrently, so select one you would like to attend.

Discussion Group I:  Liquidity Options

Discussion Group II:  How Banks Should Make the Decision to Sell or Buy – Lessons for Buyers and Sellers
Decisions made even before bankers engage with the other side foretell the likelihood for success.  This session will discuss how to play the negotiating game in the most effective manner for both sellers and buyers.

Discussion Group III:  Financial Modeling

Discussion Group IV:  How Does A Buyer Begin The M&A Process?

Additional Discussion Groups to be Announced

8:05 a.m. - 8:15 a.m.
Welcome Remarks
Al Dominick,
 President, Bank Director
Jack Milligan, Editor, Bank Director magazine 

8:15 a.m. - 9:05 a.m.
The “New” Consolidators
Jack L. Kopinsky,
President & CEO, Sterling National Bank & Sterling Bancorp
Frank Sorrentino III,
Chairman & CEO, ConnectOne Bank
To open the day, we take a look at those banks reshaping the banking industry.  With M&A providing an avenue for banks to drive improved operating leverage, earnings, efficiency and scale, we focus on the emergence of mid-sized regional banks that are growing through the consolidation of smaller banks.

9:05 a.m. - 9:25 a.m.
Refreshment Break
Sponsored by:  Barack Ferrazzano Kirschbaum & Nagelberg LLP 

9:10 a.m. - 11:30 a.m.
M&A Simulation I
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 is limited to 42 participants and unlike past year’s, we are offering the M&A Simulation on Monday and Tuesday (rather than Sunday and Monday). 

9:25 a.m. - 10:15 a.m.
Breakout Sessions (select one)

Breakout I:  What You & Your Board Need to Know in 2015
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 on what CEOs and directors will need to know to succeed in 2015 and beyond.

Breakout II:  Basel III + Capital Raises
Michael T. Rave,
Partner, Day Pitney LLP
Some banks will have to raise capital just to meet the Basel III requirements, while others will have to raise capital to do an acquisition or support their organic growth.  The required levels are so much higher now that banks will have to manage their capital much more closely than they did before.

Breakout III:  The Perks of Being Public

Additional Breakout to be Announced 

10:25 a.m. - 11:15 a.m.
Expect the Unexpected
No two deals are alike - and as the structure of certain deals become more complex, bank executives and boards need to prepare for the unexpected.  For example, what’s the best strategy to pursue if your bank has an acquisition target in mind that isn’t interested in talking about a potential deal?  And if your institution happens to be the target of another institution’s unwanted overtures, what should your board do then?  

11:15 a.m. - 12:05 p.m.
The Power of In-Market Mergers
C.K. Lee,
Managing Director, Commerce Street Capital, LLC
In-market mergers between banks with significant overlap in branches and operations offer tremendous cost-saving opportunities when done skillfully.  This session will lay out a strategy for identifying potential merger partners for in-market mergers, and for capturing the cost savings during the post-merger integration process. 

12:05 p.m. - 12:20 p.m.
"Audience Response" Research

12:20 p.m. - 1:30 p.m.

1:30 p.m. - 2:20 p.m.
General Session to Be Announced

2:20 p.m. - 3:10 p.m.
How Regulatory Compliance is Impacting M&A
Banks are facing some very significant challenges in the years ahead — and not just from consolidation.  The sharply increased cost of regulatory compliance might lead some to seek a buyer; others will respond by trying to get bigger through acquisitions so they can spread the costs over a wider base.  Regardless of course, various issues may trip a bank up… and this session identifies potential pitfalls and compliance issues.

3:10 p.m. - 3:30 p.m.
Refreshment Break
Sponsored by:  Day Pitney LLP

3:30 p.m. - 4:20 p.m.
Breakout Sessions (select one)

Breakout I:  Lifting Out the Right Teams
As more banks recruit lending teams away from their competitors, this session looks at how and when to lift out the “right” teams. 

Breakout II:  Developing a Process for Identifying + Negotiating with Suitable Targets
This presentation provides a practical guide for both management and the board in terms of preparing for your participation in the M&A market, as either a buyer or a seller, and will discuss the current issues and challenges relating to shareholder disclosures, shareholder litigation, shareholder and regulatory approvals and delivering the intended executive compensation arrangements. 

Breakout III:  Detecting & Managing Risk During the M&A Process
This session looks at how larger public banks consider the M&A market as they execute on various growth strategies and the factors concerning private institutions. 

Additional Breakout to be Announced

4:30 p.m. - 5:20 p.m.
Can We Find Common Ground?
Ronald H. Janis,
Partner, Day Pitney LLP
Mark C. Kanaly, Partner, Alston & Bird LLP
One of the most popular highlights of the conference, this session features top investment bankers as they square off against leading attorneys in a presidential-debate styled session where we ask the audience to agree or disagree with a number of statements. 

5:20 p.m. - 5:30 p.m.
Final Remarks

5:30 p.m. - 7:00 p.m.
Networking Cocktail Reception


7:00 a.m. - 8:30 a.m.
Sponsored by:  Sheshunoff & Co. Investment Banking

7:20 a.m. - 9:40 a.m.
M&A Simulation II
A second opportunity for you to attend!  This session replicates the M&A simulation held on day one.  Tuesday's session is limited to 36 participants.

7:30 a.m. - 8:15 a.m.
Discussion Groups:  Organic-Growth Focused
The following discussion groups examine how community and regional banks achieved organic growth with the support and services of an outside firm.  These town-hall like conversations engender an open dialogue about what is working today and how collaboration pays off.

Discussion Group I:  C&I Lending

Discussion Group II:  Growing With SBA Loans

Discussion Group III:  Protecting Your Interests

Discussion Group IV:  Capital Plans and Nontraditional Alternatives
The ability to raise capital is becoming ever more important for healthy banks that want to grow and acquire and for troubled banks striving to survive in a challenging economic and regulatory environment.  At the same time, the collapse of pooled trust preferreds and uncertain investor appetite are limiting important traditional sources of capital.  This session will discuss keys to capital plans (why bankers can’t get it right), as well as describe a number of creative ways community banks can raise both offensive and defensive capital in the current market.   

Discussion Group V:  What Is Your Branch Strategy?

Discussion Group VI:  Understanding Board Portals

8:25 a.m. - 8:35 a.m.
Welcome Back

8:35 a.m. - 9:25 a.m.
What You Can Learn from the Country’s Biggest Banks
The ability to build enduring relationships through customer service and understanding and the ability to adapt to tougher regulatory controls will be key competitive differentiators in this environment.  This session takes a look at what the biggest banks in the country are doing — both to inspire new ideas and identify possible opportunities to compete.

9:25 a.m. - 9:45 a.m.
Refreshment Break

9:45 a.m. - 10:35 a.m.
Breakout Sessions to Be Announced
These breakout sessions focus on creative ideas for access to capital, how to create liquidity in low trade currency, what are buyers looking for as value contributors and detractors, the resources available to assist with due diligence, how to structure high performing banks and growth opportunities that complement a bank's M&A plan.

Breakout I:  A Case Study in M&A
As community banks grow towards $10Bn in size, the board needs to balance the potential benefits of acquisitions with the new regulatory costs that come with passing certain asset milestones.  This session, specific to the Consumer Finance Protection Bureau, looks at the CFPB’s impact and influence on growing through acquisition. 

Breakout II:  What’s Next in Terms of Community Bank Deals
Buyer, seller and investor sentiment have changed considerably over the past few years, precipitating changes in merger execution.  Outside of M&A, there is the ability to offset continued top-line pressure through greater expense discipline / incremental credit leverage.  This session highlights what has changed, what is “the new normal” in banking when it comes to financial performance and what might be next. 

Breakout III:  The Power of Mobile
Customers love mobile banking and it’s transforming the way they bank.  But there’s a problem – customers don’t love it enough to gladly pay for it.  And this makes it a repeat of the relationship between nearly all other “revolutionary” retail banking products and customers – it’s good if it’s free, charge a fee for it and… not so much.  So how does a bank enhance its mobile banking presence to create a more relevant and meaningful connection with customers that will generate a lot of desired customer-friendly fee income?  This session will tell you how. 

Breakout IV:  The Next Generation of Executive Talent
At a time when growth is hard to come by in most parts of the banking world, more and more institutions are paying attention to a factor that can help them gain that vital competitive edge: talent.  This breakout session looks at where the next generation of leadership might come from — and how to incentivize such individuals to retain them for the long-term. 

10:45 a.m. - 11:35 a.m.
The Intersection of Creativity & Profitability
To wrap up the 21st annual AOBA conference, we look at how high performance banks are not distracted from real and immediate opportunities to grow.  We take a deeper look at why these banks have been successful with their growth strategy and what made them a top performer.  As we do, we show how banks from across the country skillfully allocate their resources to balance the three drivers of franchise value – profitability, growth and risk. 

11:35 a.m. - 11:45 a.m.
Closing Remarks

11:45 a.m. - 12:15 p.m.
Boxed Lunches
Sponsored by:  StrategyCorps 

1:30 p.m. - 6:00 p.m.
Golf Tournament

6:00 p.m. - 7:00 p.m.
Closing Cocktail Reception