Agenda

Acquire or Be Acquired

January 27-29, 2019
JW Marriott Phoenix Desert Ridge
Phoenix, AZ

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SATURDAY | JANUARY 26

10:45 AM - 4:30 PM
Seeing Is Believing: An Immersive Branch Transformation Experience
Sponsored by: DBSI Inc.
Research shows 81% of bank executives consider branch channel optimization an imperative, yet only one in ten have a clear vision of what a solid strategy looks like. Join Bank Director as we visit DBSI’s Ideation Center to explore new ideas in branch design and transformation - a place where nearly 900 financial institutions have started their efforts! Spend your time there learning and interacting with designs, sensory experiences and technologies that align with where the branch is headed. Hear research-based advice, trends and insight into how and what your peers are doing with their branch strategies. The Branch Transformation Experience is located off-site and is exclusive to the first 100 bank attendees who register to participate in this experience. Lunch and transportation will be provided to and from DBSI’s Ideation Center.

5:00 PM - 5:30 PM
Women in Banking Reception
As senior leaders of financial institutions across the U.S. converge in Arizona, this year’s Acquire or Be Acquired Conference reception allows women in the industry an opportunity to come together and meet their contemporaries and expand their peer network through an intimate, exclusive reception.

5:30 PM - 6:45 PM
Welcoming Reception + Registration
Sponsored by: Piper Jaffray & Co.
The allure of the Acquire or Be Acquired Conference is as much for the networking as it is for the various presentations. Accordingly, we welcome all registered participants and their guests to this outdoor reception on the Ballroom Lawn at the JW Marriott Phoenix Desert Ridge to kickoff this year’s conference.

DAY ONE | SUNDAY | JANUARY 27

6:30 AM - 7:45 AM
Registration + Breakfast
Sponsored by: ProBank Austin and Stinson Leonard Street LLP

7:45 - 8:00 AM
Setting the Stage for 2019
Al Dominick, CEO, Bank Director
Acquire or Be Acquired remains a meeting ground for the banking industry's key leaders to engage with each other and learn how to grow and compete in today’s market. To open this year’s event, we highlight how and why the conference agenda explores financial growth opportunities, strategic planning ideas and the intersection of technology within financial services.

8:00 AM - 8:45 AM
The State of the Financial Industry
Thomas B. Michaud, President & CEO, Keefe, Bruyette & Woods, Inc., A Stifel Company
The financial services sector is big and broad. The banking industry represents the largest portion of this industry and the largest banks are gaining share and profitability, while consolidation continues unabated. Is digital banking a threat or an opportunity? As in previous years, we open our Acquire or Be Acquired Conference with the CEO of KBW taking a 30,000-foot perspective on the current operating environment. Understanding where key performance indicators are - and why certain emerging issues and trends need to be on a leadership team’s radar - sets up the rest of the day’s presentations.

8:45 AM - 9:25 AM
Key Economic Indicators
Dr. Alan S. Blinder
, Co-Founder and Vice Chairman, Promontory Interfinancial Network
Led by well-known American economist Alan Blinder, this presentation surfaces key economic indicators relevant to all participants.  Topics include projected levels of consumer and business confidence along with emerging investment trends.

9:25 AM - 9:30 AM
Dismiss Lead Tech Executives

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9:30 AM - 10:10 AM
FinXTech Session: The Next Wave of Innovation
For Bank Executives Focused on Digital Strategies, Technology & New Product Development
Megan Fox, Assistant Vice President, Moody’s Investors Service, Inc.
Karen Garrett
, Partner, Stinson Leonard Street LLP
Joseph Scott, Vice President, Sales, Apiture
Moderated by: Al Dominick, CEO, Bank Director and FinXTech
As banks explore new ways to generate top-line growth and bottom-line profits through partnerships, collaboration and technology investments, we invite those executives responsible for digital strategies and technology partnerships to gather with their peers to look at what’s coming and where it might impact the financial services sector.

9:30 AM - 10:10 AM
Preparing for Performance
Gary Bronstein, Partner, Kilpatrick Townsend & Stockton LLP
Robert P. Hutchinson
, Head of Financial Services Group, Investment Banking, Piper Jaffray & Co.
Salvatore Inserra, Partner, Crowe LLP
Susan O’Donnell, Partner, Meridian Compensation Partners, LLC
Moderated by: Jack Milligan, Editor-in-Chief, Bank Director
This conference attracts those that take performance and the creation of franchise value seriously. To build on the first two sessions, we invite the perspectives of a leading attorney, an investment banker, a compensation consultant and an accountant to provide their views on how a bank’s leadership team might improve their overall performance.

10:10 AM - 10:30 AM
Refreshment Break
Sponsored by: Twain Financial Partners

10:30 AM - 12:00 PM
Workshops  
Virtually all businesses have a desire and a need to grow and expand - a theme made practical during seven workshop. Additional Workshops to be announced. 

Workshop I: How Private and Thinly-Traded Companies Can Compete for Acquisitions
Adam Maier, Partner, Stinson Leonard Street LLP
Craig J. Mancinotti
, Managing Director, ProBank Austin
Richard F. Maroney, Jr., Managing Director, ProBank Austin
C. Robert Monroe, Partner, Stinson Leonard Street LLP
Private and thinly-traded companies are becoming increasingly frustrated by losing acquisitions due to elevated pricing, stock illiquidity and the lack of access to capital. This session provides strategies and case studies from financial and legal perspectives to address this dilemma. Topics include: evaluating and pricing transactions properly; creating a fair stock valuation; improving stock liquidity; raising capital or debt; and meeting with regulators early in the process to avoid regulatory pitfalls.

Workshop II: Planning for Asset Growth: What To Do At Each Ledge of Asset Size
Jason Rader, National Industry Partner, BKD, LLP
Peter Weinstock, Partner, Hunton Andrews Kurth LLP
Beth Alexander Whitaker, Counsel, Hunton Andrews Kurth LLP
Regulations, accounting rules, risk management, internal controls, model validation, and policies & procedures have all been developed so that banks must adjust as they reach $250-$300M, $500M, $1B, $2-$3B and $6-$10B in total assets. The Economic Growth, Regulatory Relief and Consumer Protection Act along with other implementing regulations have also changed what is required by banks. This presentation covers how your bank can prepare for each asset range and what is needed for bank staffing and other systems that must adjust as your bank reaches these asset benchmarks.

Workshop III: When Succession Planning Involves More Than Management: Facilitating Ownership Succession, Exchange and Monetization
Regina M. Pisa, Partner & Chairman Emeritus, Goodwin Procter LLP
Richard L. Quad, Senior Managing Director and Head, Financial Institutions Group, Griffin Financial Group LLC
Aging shareholder bases, the need to facilitate an orderly transition for legacy owners looking for an exit, access to growth capital and lack of clarity around valuation are just some of the issues that smaller banks struggle with regularly. Strategies including shareholder matching programs, leveraging an ESOP and considering OTC markets can be considered for liquidity, while private tender offers and repurchase programs using the bank’s own capital, management buy outs and attracting new institutional investors are important to consider as well. Combining with a larger, more liquid partner can also be an attractive option. This session explores the strategic alternatives facing these institutions, the choices they face going forward and the paths down which they may travel, independently or with a partner.

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Workshop IV: How Relationship Banks Are Unleashing Growth with Real-Time Lending
Scott T. Kosik, VP, Senior Digital Banking Officer, Horizon Bank
Dan O’Malley, Founder & CEO, Numerated

Workshop V: Diversity & Banking
Jennifer Kavney Harvey
, Risk Committee Chair, The National Union Bank of Kinderhook
Laura Hay, Managing Director, Pearl Meyer
Dr. O’dell Owens, Director, U.S. Bancorp
Sandra J. Pattie, President & CEO, BankNewport 
Matt Siekielski, Director, EVP & COO, NCI and NexBank
Moderated by: Mika Moser, President, Bank Director
Bank Director’s 2018 Annual Compensation Survey reported that over one-fifth of bank boards do not have a female director.  Research, however, indicates that companies with a greater level of gender diversity outperform less diverse companies.  And yet gender is only one piece of the diversity puzzle.  Great boards have a truly diverse population, but where do you find the best candidates for your diverse board?   

Workshop VI: Developing Game-Changing Deposit and Funding Strategies
Steve Kinner
, Senior Managing Director, Promontory Interfinancial Network
Dave Koch
, President & CEO, Farin & Associates, Inc.
More than ever, community banks are feeling the pressure to manage funding costs while competing with large, national banks for local deposits.  This session examines the changing landscape of bank deposits and funding strategies with both a presentation and an interactive discussion about deposit trends, strategies and solutions that could have a significant impact on your financial institution.  Hear about a data-driven approach focused on your bank's business strategy, risk profile and customer base to ensure that your bank is tailoring a deposit and funding strategy that best fits its individual needs.

Workshop VII: The Urgency To Own Your Commercial & Consumer Payments
It has been said that payments represent the beachhead for one's entire banking relationship. At a time when companies like Apple and Google have emerged as household names, more and more community banks find themselves devising strategies for digital banking that incorporate potential payments solutions. This workshop lays out what you need to know to turn your growth aspirations into real business initiatives.

12:00 PM - 1:00 PM
Networking Peer + Guest Lunch
Sponsored by: Covington & Burling LLP and Griffin Financial Group LLC 

1:00 PM - 1:40 PM
What Is My Bank Worth?
Curtis Carpenter, Principal & Head of Investment Banking, Sheshunoff & Co. Investment Banking
Understanding a bank’s valuation proves a key measure in any M&A transaction. During this session, we look at how current market conditions, recent transaction trends and future pricing expectations might impact those banks in attendance.

1:40 PM - 2:20 PM
Now Is Not the Time for Complacency
Matt Hutton,
Partner, M&A Transaction Services, Deloitte & Touche LLP
John M. Jennings,
Partner, Nelson Mullins Riley & Scarborough LLP
Jeffrey D. Jones, 
Managing Director, Co-Head of Depository Investment Banking, Stephens Inc.
John Roddy
, Managing Director, Head of Financial Services Investment Banking, Raymond James Financial, Inc.
Moderated by: Mika Moser, President, Bank Director
For many, earnings pressures, regulatory and compliance costs, and the continued drumbeat to become more of a digital business present recurring challenges to consistently compete with other institutions while pursuing profitability. Clearly, now is not the time to maintain the status quo, and this session explores how and where banks might dedicate new resources or additional time and focus.

2:35 PM - 3:20 PM
Breakout Sessions
Each of the afternoon's seven breakout sessions highlight topics related to organic growth, mergers & acquisitions and strategic planning. Breakout Sessions to be announced soon!

Breakout I: Template or Turmoil: The Importance of a Tailored M&A Playbook
Jeffrey J. Deuel, President & CEO, Heritage Bank
Vincent Hui, Senior Director, Cornerstone Advisors, Inc.
Each merger is unique, and having a tailored playbook can go a long way in aligning the bank’s culture, earnings performance, resources and processes on the way to a dream deal. This session explores how Heritage Bank used a playbook to determine what deals they did and did not do, as well as the processes they decided to use when making each of their six acquisitions.

Breakout II:  What You & Your Board Need to Know for 2019
Robert M. Fleetwood
, Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Al Laufenberg, Managing Director, Keefe, Bruyette & Woods, Inc., A Stifel Company
This breakout continues the “Need to Know” series that has consistently been a popular highlight at this conference for the last several years. Gain practical insight on what CEOs and directors need to know to succeed in 2019 and beyond.

Breakout III:  CECL: A Practical Approach
Michael Griffe, AVP & Manager of Technical Accounting, WSFS Bank
Kevin Ryan
, Director, SS&C Primatics
FASB’s Current Expected Credit Loss (CECL) standard will result in major changes to the reserving process.  During this session, industry experts discuss practical approaches to bridge the gap between current processes and sophisticated models, lessons learned from early implementation efforts and considerations for M&A.

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Breakout IV: How Financial Institutions Can Embrace a Culture of Change to Stay Competitive
Paul Clarkson,
SVP Community & Regional Financial Institutions, nCino, Inc.
Liz Magennis, EVP & Chief Lending Officer, ConnectOne Bank

“Nothing is constant but change.”  This adage has never been truer, and if banks want to stay competitive, they must adapt by embracing innovation and adopting new technologies.  For a traditionally risk-adverse and conservative industry, however, this is easier said than done, and requires a proper alignment of culture and process to be successful.  In this fireside chat, we discuss how ConnectOne Bank is leading the charge by cultivating an internal culture of change, led by champions who can set a clear vision, empower their employees and adopt the technologies necessary for a successful evolution.  We also cover why change management and culture are key to being successful in today’s environment, as well as the importance of considering both customers' changing needs as well as employees' ability to adapt.

Breakout V: Public & Private Capital Raising: How To Fund Your Bank for Growth and/or Change
Michael T. Rave, Partner, Day Pitney LLP
Dory A. Wiley, President & CEO, Commerce Street Capital, LLC
This session focuses on the various means to raise capital for both private and public banks. The presentation describes the typical types of transactions and outlines the process. Additionally, hear guidance for optimizing your bank’s capital structure for regulatory purposes, investor types and an overall strategic focus.

Breakout VI: Advance Planning for a Successful M&A Transaction
John J. Gorman
, Partner, Luse Gorman, PC 
Kevin Riley
, President & CEO, First Interstate Bank
Lawrence Spaccasi
, Partner, Luse Gorman, PC
Advance planning can be critical for a successful M&A transaction, for both a buyer and a seller. This session focuses on the steps that can be taken well in advance of the commencement of negotiations and continues through the signing and closing of a transaction to avoid surprises, manage expectations and maximize value.

Breakout VII: Negotiating the Deal: Best Practices for Maximizing Value and Minimizing Risk in Bank M&A
Neil E. Grayson, Partner, Nelson Mullins Riley & Scarborough LLP
Christopher M. Olsen
, Managing Partner, Olsen Palmer LLC
Jon Talcott, Partner, Nelson Mullins Riley & Scarborough LLP
Without question, much of the success of a bank M&A deal hinges on its structure and, by extension, how the deal was negotiated.  Done right, M&A can unlock substantial value and mitigate significant risks for both buyers and sellers.  This session reveals tactical recommendations and practical advice for negotiating and structuring the best deal for your bank and its shareholders.

3:20 PM - 3:40 PM
Refreshment Break
Sponsored by: Mercer Capital

3:40 PM - 4:20 PM
Aligning Yourself for Future Growth
Jonathan Hightower
, Partner, Bryan Cave Leighton Paisner LLP
Steven D. Hovde, Chairman & CEO, Hovde Group, LLC
Frank Sorrentino III, Chairman & CEO, ConnectOne Bank
Moderated by:
Al Dominick, CEO, Bank Director
What has worked in the past may not support one’s future plans. Indeed, new competitors are continually changing the business of financial services. Given that bank executives and board members need to prioritize the issues and initiatives that are going to make a difference to their bank, this session lays out the new strategic imperatives for a bank’s CEO and board to consider. 

4:20 PM - 5:00 PM
Bank Director’s Annual L. William Seidman CEO Panel
Michael J. Blodnick
, Former President & CEO, Glacier Bancorp, Inc.
Joseph W. Turner, President & CEO, Great Southern Bancorp, Inc.
Moderated by: John Maxfield, Executive Editor, Bank Director
Former FDIC chairman and Bank Director's publisher, the late L. William Seidman, advocated for a strong and healthy U.S. banking market. In his memory, we annually convene a panel of bank CEOs to explore a number of timely and relevant issues. In 2019, the conversation addresses culture and teams in the strategic sense of communications to staff, due diligence of talent in a deal and how to integrate teams. In addition, we discuss how the shift to information technology, data, algorithms and smart analytics in a still-traditional industry like ours is likely to change how value and profit are created.

5:00 PM - 5:05 PM
Wrapping Up Day One
John Maxfield
, Executive Editor, Bank Director

5:05 PM - 6:15 PM
Networking Peer + Guest Reception
Sponsored by: Directorpoint LLC

DAY TWO | MONDAY | JANUARY 28

7:00 AM - 8:30 AM
Breakfast
Sponsored by: Raymond James Financial, Inc.

7:30 AM - 8:15 AM
Discussion Groups
The morning's discussion groups bring peers together around shared areas of interest. Led by an industry advisor, seven discussion groups run concurrently, so attendees may select one to attend. Additional Discussion Groups to be announced.

Discussion Group I: Opportunities to Access New Capital – Key Considerations for Bank Executives
Chet A. Fenimore, Managing Partner, Fenimore, Kay, Harrison & Ford, LLP
Raising capital in the public and private markets is a complicated and expensive process, and there are pros and cons to both. This discussion group explores the various alternatives to raising debt and equity capital privately or in a public offering. Topics for discussion include: IPOs, private placements, private equity and other creative solutions to raising capital in today’s environment.

Discussion Group II: How Banks Should Make the Decision to Buy or Sell
Peter G. Weinstock, Partner, Hunton Andrews Kurth LLP
Decisions made even before bankers engage with the other side foretell the likelihood for success. This session discusses how to play the negotiating game in the most effective manner for both buyers and sellers, and this discussion examines the role of the directors in the process. There are sure to be action steps that bankers can take away to implement even if they are not immediately engaged in M&A.

Discussion Group III:  Make Better Decisions Across the Board - How Progressive Boards Use Board Software
Ellen Glasglow
, Vice President, Directorpoint LLC
The board’s single most important output is a decision, and making those decisions means relying on the best tools.  Board management software blends seamless collaboration with streamlined communication to engage and empower a bank's directors.  Attend this session to hear how banks leverage easy-to-use software to reduce costs, optimize administrative efficiency and make better decisions - across the board.

Discussion Group IV:  How To Safely Generate Income Through SBA Lending
Brian Carlson, President & CEO, SBA Complete, Inc.
SBA lending is one of the key lending activities that can quickly and dramatically improve the bottom line of a community bank. It is not that difficult for a bank to generate $20 million in SBA loans, which will earn the institution between $1.0 to $1.2 million in pretax net income, if the loan guarantees are sold. Some bankers get concerned because they have heard stories of the SBA denying loan guarantees and that the SBA loan process is too time consuming and complex. This discussion outlines how to create a profitable SBA department and what your related staffing and cost structure should look like.

Discussion Group IV: Clowns to the Left, Jokers to the Right, Stuck in the Middle with Traditional Buyers
Michael M. Bell, Attorney and Counselor, Howard & Howard
Jude M. Sullivan, Partner, Howard & Howard
This session explores the pros and cons of banks and bank holding companies selling to or competing as buyers against nontraditional acquirers like credit unions, non-bank entities (e.g. fintech and companies seeking payment processing benefits) and individual investor groups. Additionally, we discuss how to position your institution to maximize the advantages of nontraditional acquirers insinuating themselves into the traditional bank M&A process.

Discussion Group V: The Connected Commercial Customer
Steve Brennan, Senior Vice President of Lending Technology, Validis North America
In this session, we discuss the information gathering process in commercial lending, explore current processes of getting a borrower’s data and the challenges these processes present for both the lender and the borrower. Additionally, the session focuses on how to connect with borrowers in a way that meets their expectations and provides greater insights into their financial health for the lender. Attend this session to understand how to overcome these challenges so that lenders can focus on revenue growth opportunities and connect with commercial borrowers in a meaningful way.

Discussion Group VI: Artificial Intelligence and GDP Growth
Richard Milam, President & CEO, EnableSoft
Everywhere we look we are flooded with references to AI and promised a new, improved and, some say, threatening future.  In this discussion, we explore what is known about AI and its economic impacts, demystify AI while exploring how its precursor, robotics, is helping businesses to improve outcomes today and answer three critical strategic questions.

8:30 AM - 8:45 AM
Day Two Opening Remarks: Inspired by Top Performing, Non-banking Businesses
Mika Moser, President, Bank Director
As leadership teams consider entrepreneurial opportunities to grow deposits, relationships and reputations, we shine a light on five high performing businesses operating outside of the financial sector. Some have jumped on retail trends; others focus on consumer spending habits. The common thread is that all have grown their businesses in ways that should inspire participants at this Acquire or Be Acquired Conference to assess how they are positioned to grow, compete and enhance their institution's franchise value.

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8:30 AM - 10:00 AM
FinXTech Simulation: Creating a Due Diligence Framework
For Bank Executives Focused on Digital Strategies, Technology & New Product Development
Kevin Erwin, Counsel, Bryan Cave Leighton Paisner LLP
James J. McAlpinJr., Partner, Bryan Cave Leighton Paisner LLP
In order to form effective partnerships, banks and fintechs must perform comprehensive initial, and ongoing, due diligence to ensure that the collective enterprise has the requisite expertise, resources, systems and compliance structures required to effectively implement and deploy new technologies together.  The challenge is that this is time-consuming and expensive — and there is no standardized approach to what these fintech partnerships should look like.  This session works through how to conduct this kind of due diligence, and in doing so, highlights best practices and covers cultural differences to help you work better with your next bank or fintech partner. 

During this hands-on workshop, attendees from banks with technology titles and their counterparts at fintechs participate in an executive-level simulation — ensuring that both banks and tech companies come to the table prepared.

8:45 AM - 9:25 AM
The Continued Emergence of Regional Franchises
Scott R. Anderson
, Managing Director, Co-Head Depositories Investment Banking, Keefe, Bruyette & Woods, Inc., A Stifel Company
Joseph S. Berry, Managing Director, Co-Head Depositories Investment Banking, Keefe, Bruyette & Woods, Inc., A Stifel Company
Most of the deal activity in 2019 once again will be among the smaller banks with less than $1 billion in assets; however, investors feel that larger banks will see enormous benefits from the improving outlook for banks. Who are these beneficiaries and who could they be? What are the business models that really work and why?

9:25 AM - 9:55 AM
Key Regulatory Priorities
Luigi L. De Ghenghi, Partner, Davis Polk & Wardwell LLP
Christopher Marinac, Director of Research & Co-Founder, FIG Partners
William L. Taylor
, Partner, Davis Polk & Wardwell LLP
From the Community Reinvestment Act to fintech charters and from simplification of capital requirements to changes in supervisory guidance and expectations, bank regulators have a great deal on their agendas. From the Fed and FDIC to the OCC and the CFPB, this presentation outlines what leadership teams need to know about the regulatory landscape in 2019 and its potential impact on strategic transactions.

9:55 AM - 10:10 AM
Refreshment Break
Sponsored by: Barack Ferrazzano Kirschbaum & Nagelberg LLP

10:10 AM - 11:40 AM
M&A Simulation
Dan Flaherty
, Principal, Investment Banking, FIG Partners, LLC
Jonathan Hightower, Partner, Bryan Cave Leighton Paisner LLP
Robert Klingler, Partner,  Bryan Cave Leighton Paisner LLP
John Schramm
, Principal, Investment Banking, FIG Partners, LLC
Kevin Strachan, Associate, Bryan Cave Leighton Paisner LLP
Matt Veneri
, Managing Principal, Co-Head of Investment Banking, FIG Partners, LLC
The process of striking a deal for a prized target has never been more competitive than it is today. For buyers, careful discipline is required to ensure that bids are designed to accomplish acquisition growth without damaging the value of the company. For sellers, a competitive bid process must be skillfully navigated in order to earn the best deal for shareholders. In this session, participants work through the final rounds of a competitive auction involving a prized seller to see which bank emerges as the successful acquirer. Of course, as in real deals, some wrinkles will emerge. The M&A Simulation is exclusive to 45 bank attendees only, allows for one banker per institution and runs concurrently to the below breakout sessions.

10:10 AM - 10:55 AM
Breakout Sessions
In addition to the M&A Simulation listed above, attendees have an opportunity to participate in one of seven breakout sessions, focused on the themes of competing, positioning and enhancing value.

Breakout I: How Properly Targeted M&A Can Be a Powerful Solution to the Looming Deposit Dilemma
Kamal Mustafa, Chairman, Invictus Group
This session discusses the groundbreaking “loan-level” analytics required to help any bank identify and quantify its unique position and exposure to the impact of the looming deposit and NIM compression crisis.  Without such quantification and analysis, no solution will work.  This session also focuses on why using correctly structured and analyzed M&A transactions can give banks both a lifeline and a competitive edge.

Breakout II: Leveraging Analytics & Technology for Credit Analysis of Target Portfolios
Charity Duvall, SVP, Senior Credit Officer, Pacific Western Bank
Corey Goldblum, Principal, Deloitte LLP
This session explores an analytical-based approach that leverages technology to assess and estimate expected credit losses in target portfolios, complementing existing M&A credit diligence activities.  Probability of default (PD) and loss given default (LGD) concepts are also introduced as part of the case study.

Breakout III: Using Technology and Process in M&A Execution
Scott Martorana, Executive Managing Director, FinPro Capital Advisors, Inc.
Donald Musso, President, FinPro Capital Advisors, Inc.
Data rooms and processes aren’t sexy, but they are vital for a company. Not just in M&A, but for good corporate governance as well.  Technological tools, information and process management are key to being able to both execute on an M&A deal and effectively grow organically.

Breakout IV: Aligning Compensation To Your M&A Strategy
Randal R. Greene, Sr., CEO & Vice Chairman, Virginia Commonwealth Bank
Laura Hay
, Managing Director, Pearl Meyer
Your M&A strategy should be backed by a compensation program that supports the ultimate outcome. In this session, we outline five strategies that take a “me too” compensation program and tailor it into a catalyst to achieve optimal results whether your goal is to acquire, sell or bring on strategic talent.

Breakout V: Balance Risk and Reward: Considerations for Banks Partnering with Fintechs
Mike Dempsey, Senior Manager, Dixon Hughes Goodman LLP
Matt West, Chief Strategy Officer, MVB Financial Corp.
As banks partner with fintech companies, regulatory expectations have increased around risk management processes. Management teams and board members are challenged to consider third-party risk management processes, review critical activities and monitor risk and oversight requirements. Collaboration is essential to understand the risk profile of a technology partner and identify opportunities to generate value. Learn key risk management dimensions to build a successful partnership.

Breakout VI: Dealing with Rising Rates and a Flat Yield Curve
Patrick Lawton
,Senior Vice President, Johnson Bank
Gerrit van de Wetering, Director, BMO Capital Markets Corp.
Under pressure to remain competitive without over leveraging the balance sheet? “Contingent hedging plans” help community banks incorporate a portfolio approach to hedging rather than looking at a hedges as one-off transactions. Banks can proactively layer in protection at desired levels before it is too late. In this session, learn how improvements in accounting now allow for more creative hedging solutions.

11:10 AM - 11:50 AM
The Art of Negotiating Strategic Mergers
Frank M. (Rusty) Conner
, Partner, Covington & Burling LLP
William F. Hickey
, Principal & Co-Head, Investment Banking Group, Sandler O'Neill + Partners, L.P.
Michael Reed, Partner, Covington & Burling LLP
This session looks at the art of negotiating mergers of equals (MOEs), as well as other strategic mergers, that are well received by the market.

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11:10 AM - 11:50 AM
FinXTech Session: How Banks Can Fuel Growth and Profitability Through a Digital Robotic Workforce
For Bank Executives Focused on Digital Strategies, Technology & New Product Development
Jack Deano, EVP & CTO, IBERIABANK
Neil Hartman, Director, West Monroe Partners, LLC
Mark Snyder, Senior Manager, West Monroe Partners, LLC
Today’s customers demand a personalized, seamless banking experience. Most banks rely on arduous manual processes and static back office systems to meet these expectations. Successful banks are embracing robotic workforces (RPA) which automate back office functions like new-customer onboarding, loan booking and treasury management fulfillment. For these banks, RPA has transformed tedious data entry and validation efforts into a streamlined process that shrinks SLA’s, reduces error rates, allows for scalable operations, enables a more engaged back-office workforce and achieves that seamless banking experience customers demand - all without changes to existing back-office systems.

In this panel discussion, three banks share how they have combined the power of technology and robotic process automation to differentiate themselves, maximize productivity and fuel growth.

11:50 AM - 12:05 PM
A Snapshot on M&A Activity
Rick Childs, Partner, Crowe LLP
Jack Milligan,
Editor-in-Chief, Bank Director
This fast-paced, interactive session benchmarks the audience's perspectives on potential merger activity and how bank purchases serve as springboards to earning growth.

12:05 PM - 1:05 PM
Networking Lunch

1:05 PM - 1:45 PM
Ingredients of an Extraordinary Bank
John Eggemeyer, Founding & Managing Partner, Castle Creek Capital LLC
Anton Schutz, President, Mendon Capital
W. Kirk Wycoff, Managing Partner, Patriot Financial Partners, L.P.
Moderated by: Manolo Sanchez, Former Non-Executive Chairman, BBVA Compass Bancshares, Inc.
A panel of leading investors discuss what makes a bank so extraordinary that they would want to put money into it. Moderating this panel is the former Chairman of BBVA’s subsidiary in the U.S., who grew the bank from 2000 to 10,000 employees and from $3B to $100B in assets, making BBVA Compass one of the top 20 U.S. commercial banks by deposit.

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1:05 PM - 1:45 PM
FinXTech Session: What You Don’t Know Can Hurt You: Payments Continues to be Ripe for Disruption
Tom Berdan
, Chief Marketing Officer, DadeSystems
Michael Carter
, Executive Vice President, Strategic Resource Management, Inc.

The payments space is anything but boring.  Starting with the days when consumers’ only payment options were cash, checks and house credit, merchants and financial services innovators have continued to add new payments alternatives at a dizzying pace.  Today, new payments players, products and services are emerging at a faster pace than ever before.  Combine this with the fact that 87 percent of financial institutions lack a formal payments strategy, and the stage is set for ongoing disruption from non-traditional providers.  This presentation provides an overview of fintech activities in the payments space and discusses the potential impacts represented.

1:45 PM - 2:25 PM
The Case to Remain Independent
Michael Barry
, Managing Director, Piper Jaffray & Co.
Timothy M. Kosiek
, Partner, Baker Tilly Virchow Krause, LLP
Gregory Parisi
, Partner, Troutman Sanders LLP
Moderated by
: Jack Milligan, Editor-in-Chief, Bank Director
Buy, sell or remain independent and grow organically? This third option appeals to many — even at a time when JPMorgan Chase, Bank of America and Wells Fargo have seen a 180% increase in deposits over the past decade.  So what can a bank do to stay independent and grow the business? This session offers practical ideas and insights.

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1:45 PM - 2:25 PM
FinXTech Session:  How Data Can Help You Realize Higher ROI
For Bank Executives Focused on Digital Strategies, Technology & New Product Development
Donald MacDonald, CMO, MX Technologies Inc.
Data is disrupting every industry including banking.  It’s the most valuable resource financial institutions have when it comes to realizing higher ROI and there are a lot of well-funded startups and big tech innovators that want a piece of the pie.  Most financial institutions don’t know how to best utilize their data to compete effectively against these new entrants.  To succeed, banks need to adopt a data-driven mindset inherently focusing on consumer obsession and putting the customer first leads to higher ROI.

2:25 PM - 2:45 PM
Refreshment Break
Sponsored by: Day Pitney LLP

2:45 PM - 3:30 PM
Breakout Sessions
This afternoon, attendees have an opportunity to participate in one of the below topic breakout sessions, focused on the themes of competing, positioning and enhancing value. Breakout Sessions to be announced.

Breakout I: IPO Readiness from an Accounting, Tax & Financial Reporting Perspective
John Behringer, Partner, RSM US LLP
Frank O’Connor, Senior Director, RSM US LLP
Glen Stiteley, EVP & CFO, Investors Community Bank
Several community banks have decided to undertake IPOs to capitalize on favorable market conditions, leverage increased valuations for publicly-traded institutions compared to private institutions in M&A transactions and to realize other benefits associated with being publicly-traded.  Whether your bank is beginning to explore an IPO, or has already decided that the time is right for an IPO, this session discusses several critical areas decision makers should be sure to address, including: financial reporting readiness from the S-1 to ongoing requirements, internal control framework documentation, tax strategy (S-Corp considerations) and IT requirements and enhancements.  This session also includes an example timeline and key milestones for executing an IPO transaction.

Breakout II: Planet of the Apps – The Evolving Battle for Customers & Cross Selling in a Mobile World
Dave DeFazio
, Partner, StrategyCorps
This session focuses on live demonstrations of the mobile apps that are re-imagining everyday banking tasks.  Live app demos include: Credit Karma, Quicken Loans, AmEx, PayPal, Bank of America’s Erica voice activated banking and Chase’s Finn.

Breakout III: Understanding and Managing Human Capital – “Homegrown” and Acquired

Flynt Gallagher, President, Compensation Advisors, A Member of BFS-MC Group, LLC
Whether you remain independent and hire talent or acquire talent through mergers and acquisitions, recognizing the differences in generational preferences enhances your ability to create an engaged workforce and structure compensation plans to attract, retain and motivate each generation from aging boomers to up and coming millennials.  We explore the methods each generation employs in communicating, decision-making and work habits, allowing you to customize your compensation plans to get the most from each dollar you spend.

Breakout IV: Growth Without the Growing Pains: Equipping the Bank for Success at the Next Level
John W. Allison, Chairman, Home BancShares
Cort O’Haver, President & CEO, Umpqua Bank
Mary Ann Scully, Chairman & CEO, Howard Bank
Moderated by: Bob Newman, Managing Director, Financial Institutions, Chatham Financial
Growth, whether organic or via acquisition, provides opportunities for scale and efficiency, but it can also bring new risks and threats.  In this session, bank executives share the tools and strategies they have adopted to confront the challenges they faced as they crossed over major asset-size milestones.

Breakout V: Leveraging Fintech to Survive & Thrive in the Digital Age
Andrew K. Gibbs, Senior Vice President, Mercer Capital
Jay D. Wilson, Jr., Vice President, Mercer Capital
Developing a fintech strategy for your bank to enhance profitability, efficiency, shareholder value and customer satisfaction can be challenging. This session helps to navigate fintech and develop a fintech strategy; provides case studies of successful partnerships between community/regional banks and fintechs; and give an overview of fintech valuation and M&A trends.

Breakout VI: Improving Customer Experience and Employee Engagement During Integration
John Sadowski, CIO, Sandy Spring Bank
John Stockamp
, Director, West Monroe Partners, LLC
Think you can’t successfully integrate two banks without losing your 360-degree view of the customer and destroying employee engagement? Think again. In this session, West Monroe and their client walk through how the client increased customer referrals while focusing on retaining and engaging key employees.

Breakout VII: How Applied Banking Insights Can Help Bridge the Gap at Your Bank
Andy Heusel
, SVP, Community & Regional Client Success, PrecisionLender
John Tull, SVP, Director of Strategic Finance and Treasurer, Union Bank & Trust
Getting everyone in your organization rowing in the same direction after an acquisition or merger can be tough, but it doesn’t have to be.  Join PrecisionLender and their client, as they discuss how Union Bank & Trust has eased this acquisition pain by empowering their relationship managers with the right tools at the right time, allowing them to meet customer needs in a smart and highly personalized way.  The result?  A more connected credit, sales and pricing culture across the organization.

3:45 PM - 4:25 PM
Generating Smarter Scale
Robert C. Azarow
, Partner, Arnold & Porter
Christine A. Edwards, Director, BMO Financial Group
Rory McKinney
, Managing Director, Head of Investment Banking, D.A. Davidson & Co.
Steve Williams, President & Partner, Cornerstone Advisors, Inc.
Moderated by: John Maxfield, Executive Editor, Bank Director
Given that new competitors and innovations are continually changing the business of financial services, bank executives and board members need to assess the issues and initiatives that are going to make a difference to their bank. This afternoon’s session lays out various risks—and subsequent rewards—that officers and directors need to know as they strategically plan for the next few years.

4:25 PM - 5:05 PM
Don’t Let Your Digital Strategies Fail
Craig McLaughlin
, CEO & Co-Founder, Extractable Inc.
Jorge Sun
, CEO & Co-Founder, LendingFront
Moderated by: Mika Moser, President, Bank Director
Given the digital strategies being put in place at large financial institutions like Bank of America and JPMorgan Chase, bank executives need to understand exactly how and where innovative technologies can help win and keep loyal customers, improve operational efficiencies and enhance their overall cyber-security measures. By extension, decisions also include how much they might need to spend—and how to address the growing digital skills gap that might prove to be the achilles heel to any well-thought out plan.

5:05 PM - 5:10 PM
Wrapping Up Day Two
Mika Moser
, President, Bank Director

5:10 PM - 6:15 PM
Acquire or Be Acquired’s 25th Anniversary Reception
Sponsored by: Keefe, Bruyette & Woods, Inc., A Stifel Company

DAY THREE | TUESDAY | JANUARY 29

7:00 AM - 8:30 AM
Breakfast
Sponsored by: Sheshunoff & Co. Investment Banking

7:30 AM - 8:15 AM
Discussion Groups
This morning's discussion groups allow attendees to interact with peers and an industry advisor around a shared topic of interest. Additional Discussion Groups to be announced.

Discussion Group I: Top 10 Negotiated Financial Terms in M&A Transactions
Craig J. Mancinotti, Managing Director, ProBank Austin
Richard F. Maroney, Jr., Managing Director, ProBank Austin
This session focuses on the critical financial issues that arise during negotiation of the deal contract. The discussion includes “what’s the market?” for these key financial terms: pricing formulas; exchange ratios; transaction expenses; management contracts; executive compensation arrangements; vendor contract termination costs; deal termination penalties and more.

Discussion Group II: Cash Is King: The Increasing Importance of Cash Consideration in M&A
Aaron DiRusso, Managing Director, Financial Services Investment Banking, Raymond James Financial, Inc.
As profitability across the banking sector has continued to improve with tax reform, reduced regulatory costs and a strong economy, growth of capital has begun to outpace asset growth for many. This session explores issues and impacts related to the effective deployment of capital as cash consideration in a deal.

Discussion Group III: Compensation Matters in Today’s M&A Environment
Anthony Eppert, Partner, Hunton Andrews Kurth LLP
Brian Marek, Partner, Hunton Andrews Kurth LLP
In today’s consolidation environment, employment and compensation planning can be important considerations for both buyers and sellers and even for those institutions who intend to “stand pat.” Topics discussed in this session include employee retention and the “compensation stack” in the face of a transaction, whether an acquisition or sale; non-competition and non-solicitation covenants and how these can impact a buyer or seller; and change-in-control compensation planning strategies and considerations for buyers and sellers.

Discussion Group IV: Community Bank M&A Preparedness
Kim Snyder, President & Founder, KBS Results LLC
Whether your current strategy is to be a buyer or seller, it is critical that you are prepared for all scenarios. This discussion focuses on best practices for pre-deal preparation to position your company for a successful outcome. Gain an advantage by being thoroughly prepared to demonstrate to the other party why your deal makes strategic and financial sense.

Discussion Group V: What Makes a High Performance Board
TK Kerstetter, CEO, Boardroom Resources / Diligent Corporation
Everyone wants to be a great or high performance board; yet most board members are challenged to describe what a bank board must do to earn the moniker “High Performance” or “Great.”  The former president of Bank Director and past bank president returns to the conference to conduct an interactive discussion so board attendees can effectively evaluate where their board is great or can improve.

Discussion Group VI: Risk Integration Framework for M&A Activity - The Art & Science of Effective Due Diligence
Robert Loffink
, Director, Moss Adams LLP
While digging into the credit files is an essential first step, it is equally important to understand a bank’s credit culture to ensure a good ‘fit’.  Further, as we get closer to a live CECL environment it will be key to make sure that loan level data is reflected properly in the systems and that reporting and uploads are accurate.  Join us for a review of best practices around credit due diligence. 

8:30 AM - 8:45 AM
Day Three Opening Remarks: Lessons in Leadership
John B. McCoy
, Retired Chairman & CEO, Bank One Corporation 
John McCoy retired as Chairman and Chief Executive Officer of Bank One Corporation in December 1999, where he had been CEO since 1984.  During his tenure, the company grew from $9.1 billion in assets to $269.4 billion.  As CEO, he participated in over 100 acquisitions of other financial institutions; he also created management tactics that allowed his teams to flourish.  To kick off our Tuesday presentations, we invite all to listen and learn from this legendary banker.

8:45 AM - 9:15 AM
Making It Work
Archie M. Brown, Jr., President & CEO, First Financial Bank
Claude E. Davis, Executive Chairman, First Financial Bancorp and First Financial Bank
Moderated by: Al Dominick, CEO, Bank Director
What does it take to put a deal together that makes it a true merger, maintains the value of the cultures and also realizes expected financial returns? In this morning’s presentation, we share an example of a recently completed deal that delivered on all three counts.

9:15 AM - 9:50 AM
Don’t Give Up Your Deposits
Scott Hildenbrand
, Principal & Chief Balance Sheet Strategist, Sandler O'Neill + Partners, L.P.
Meenaz Sunderji, SVP, Partner Growth, Zafin
While the nation’s biggest banks continue to organically grow their customer bases, don’t sleep on the efforts of credit unions, specialty finance, payments and insurance companies. During this time when big banks are attracting new deposits at a much faster pace than are banks with less than $1 billion assets, banks need to have a clear strategy to compete.

9:50 AM - 10:05 AM 
Refreshment Break
Sponsored by:  MJC Partners, LLC

10:05 AM - 10:50 AM
Breakout Sessions
Attendees have the chance to attend one of the following hot topic breakouts, focused on recognizing emerging threats and taking new chances.

Breakout I:  Structuring Acquisitions by Community Bank Holding Companies with Assets Under $3 Billion
Douglas P. Faucette
, Partner, Locke Lord LLP
Attend this session to learn how to structure acquisitions by community bank holding companies with assets under $3 billion.

Breakout Session II: The Director’s Role in M&A
Robert R. Franklin, Jr., Chairman & CEO, CBTX, Inc. and CommunityBank of Texas
Mike Keeley
, Partner, Norton Rose Fulbright US LLP
Whether your institution is a buyer or a seller, each director has responsibilities to its shareholders.  This session discusses those responsibilities in various M&A contexts, including mergers of equals, as sellers and as buyers.  The presenters, along with a bank client, share strategies for protecting your deal, working with your institution’s investment bankers, and providing board continuity after the transaction is complete.

Breakout Session III: What’s Happening with Non-bank Acquisitions
Keith Meyers, Managing Director, Keefe, Bruyette & Woods, Inc., A Stifel Company
Keith Meyers leads KBW's Fintech and Specialty Finance Practice, and in this session, he explores the forces driving non-bank acquisitions by banks and highlights the key dynamics behind the transactions.

Breakout Session IV: Wake Up and Smell the New M&A Imperative
Dean Brown, EVP, Chief Information Officer & Head of Bank Operations, Union Bank & Trust
Aaron M. Silva, President & CEO, Paladin fs, LLC
Steve Young, Chief Operating Officer, CenterState Bank
This session is a master class for banks above $500M to learn how peers are saving millions in cost reductions, adding unprecedented business terms into agreements and creating accretive value from core & IT suppliers before and during M&A deals.  Join CenterState Bank COO Steve Young, Union Bank & Trust CIO Dean Brown and Paladin and Golden Contract Coalition CEO Aaron Silva for a look at the impact of core IT negotiations done right on real-life deals.

Breakout Session V:  Digitizing the Bank Customer Experience
Stephanie Mallory
, VP, Manager of Treasury Services, Country Club Bank
Christian Ofner
, VP Sales, Financial Institutions, First Data Corporation
Eric Smith, Head of CFI Partnerships, First Data Corporation
Sit down with key experts to learn why the shift towards digitizing the bank customer experience is so important to payments.

Breakout Session VI: Value of a Credit Rating
Robin Elliot
, COO & CFO, First Busey Corporation
Dale Gibbons, CFO, Western Alliance Bancorporation
Duncan Smith
, EVP, Chief Financial Officer, CBB Bancorp, Inc.
Moderated by:
Van B. Hesser, Senior Managing Director, Head of Corporate and Financial Institutions, Kroll Bond Rating Agency, Inc.
This session focuses on a perspective of the creditworthiness of banks and ways a credit rating can add value in the current banking environment.

Breakout Session VII: Join the Digital Lending Revolution
William Phelan, President, PayNet, Inc.
Every bank should have a digital lending offer for small and medium sized enterprises.  SME’s are a large market underserved by banks.  A digital lending capability can be done without brain surgery on the core adding millions to shareholder value.  This session shows ways to retool outdated processes into digital lending to reduce time to decision from weeks to days - increasing win rates by up to 30% and average margins by up to 50%.  A recent McKinsey study showed that a bank with a balance sheet of $250 billion could capture as much as $230 million in annual profit.

11:05 AM - 11:40 AM
Lessons from the Past & Advice for the Future
Thomas K. Brown, CEO, Second Curve Capital, LLC
H. Rodgin Cohen, Senior Chairman, Sullivan & Cromwell LLP
Mitchell S. Eitel, Managing Partner, Financial Services Group, Sullivan & Cromwell LLP
Moderated by: Mika Moser, President, Bank Director
As we wrap up this year’s 25th annual Acquire or Be Acquired Conference, hear from experts in the industry as they share the lessons they have learned and their advice for moving forward.

11:40 AM - 11:45 AM
Closing Remarks
Mika Moser
, President, Bank Director

11:45 AM - 12:00 PM
Boxed Lunches

1:00 PM - 6:00 PM
L. William Seidman Annual Acquire or Be Acquired Golf Tournament
Sponsored by: PricewaterhouseCoopers LLP
Enjoy the afternoon playing golf with your peers.  While the golf tournament is FREE to registered conference attendees, space is limited.  Reserve your spot today!

5:45 PM - 7:00 PM
Closing Peer + Guest Reception
Sponsored by: PricewaterhouseCoopers LLP
Attendees and their guests join in the fun to see who is this year's winner of the L. William Seidman Golf Tournament!