A Conversation With PNC’s William Demchak

When Pittsburgh-based The PNC Financial Services Group, a $557.3 billion bank, sold its 22% stake in asset manager BlackRock during the height of the financial crisis for $14.4 billion, executives didn’t know what to do with the cash. Chairman and CEO William “Bill” Demchak explained on stage at Bank Director’s Acquire or Be Acquired conference Monday why he sold BlackRock and turned around and bought BBVA USA within six months. He also offers advice to bankers doing deals. This conversation with Editor-at-Large Jack Milligan has been edited for length and clarity.

BD: What was the decision-making process to sell PNC’s stake in BlackRock in May 2020 for $14.4 billion and use the proceeds to acquire BBVA USA for $11.6 billion in November 2020?
WD: Before the government put out all the fiscal support, you’ll remember that we didn’t know if the mortality rate [of coronavirus in 2020] would be 10% or 1%. All I could think was: Make sure the bank has the most capital, a fortress balance sheet and is the one to survive the day. That led to the decision to sell BlackRock.

So I figured how my options might play out. It wasn’t a certainty that we would find a target [to buy]. If I sold BlackRock, the bank would be absolutely fine, the shareholders would be mad at me because we’d have too much capital and no BlackRock anymore and I’d get fired. That was OK: The bank, our employees and our clients would be great. If it turned out that we had a recovery and managed to land an acquisition target, that was a home run. In the end, that’s what it was. But that six months in-between was really tough.

BD: How did you prepare the board for that decision?
WD: I remember one director said, “You don’t normally sell something until you have the thing you’re going to buy in the other hand,” which is absolutely correct. But we weren’t long from the financial crisis. The bank with the most capital wins every time. We had a big stack of capital in our BlackRock stake that wasn’t recognized. Cashing in those chips was the right decision.

BD: How was the acquisition received in Washington? Did you have any sense that regulatory attitudes toward large bank M&A were changing?
WD: Yes, although we probably didn’t realize how close we were. There’s been a sea change in Washington on large scale consolidation, as they looked at the risk of combining institutions, both theory and economic risk, but also community-based risk. And we made it through a window before that. Although I will say, we made it through the approval process without a single negative letter sent to the regulators.

BD: What did the BBVA USA acquisition do for PNC that you didn’t have before?
WD: Between BBVA and markets we opened up on our own, we went from being in probably 12 of the largest MSAs just a handful years ago to now being in the top 30. It’s remarkable the growth prospects of the markets that we’ve entered. Houston has gone from not being on our radar to being almost our third largest market. What we’ve seen in Colorado is just as tremendous.

BD: Do you foresee PNC doing another acquisition?
WD: I think we have to.

BD: And you think you will be allowed to?
WD: I don’t know. There’s a horrible joke: You’re in the woods and a bear’s chasing you and you’re lacing up your shoes. You can’t outrun the bear, but you don’t have to. You just have to outrun [the person you’re with]. And there’s a lot of banks in this room I can outrun. But the bear is going to get you eventually, if they don’t change the way they look at competition and the different risks in the banking system to allow banks to grow larger.

BD: Acting Comptroller of the Currency Michael Hsu recently gave a speech raising the issue of banks that he referred to as “too big to manage.” He said the OCC is beginning to work on a structure, almost a decision-making tree, of what the regulators could do to deal with a bank that they think is too big to manage. What’s your thoughts on that? Can a bank be too big to manage?
WD: I suppose anything can be too big to manage if you don’t have the right management team to help pay attention to stuff. … We’re a large bank, but we’re in the basic business, probably in the same business as [most of the bankers attending Acquire or Be Acquired]: We serve retail customers with deposits, savings, loans, traditional products. We serve corporate customers with treasury management, and lending products. … But we’re just doing what we’ve done for 165 years.

BD: What have you learned about M&A over the years that you think would be useful for this group to hear?
WD: In the simplest form, understand the reason you’re doing it. Have a clear purpose as to why, other than just trying to get larger. Make all the tough choices that you don’t want to make on people, on technology. Make the choices that are going to hurt today that pay dividends tomorrow. Under-promise, over-perform. Deals are tough. Integration of systems, particularly if both institutions have legacy tech, is really hard. You’ve got to go into it with your eyes wide open, so that whatever comes out of the other side is worth the pain you’re going to cause your employees and sometimes your shareholders.

Responding to Uncertainty by Focusing on Bank Fundamentals

In the face of a novel environment and great economic uncertainty, community banks should focus on their fundamentals — and their customers.

That’s the message from speakers throughout the first day of Bank Director’s 2023 Acquire or Be Acquired conference. More than 1,700 attendees started off Sunday with an overview of the challenging economic landscape, coupled with encouragement that there are opportunities for nimble operators.

“No way do I believe that size alone is a determinant of success,” says Tom Michaud, CEO of investment firm Keefe Bruyette & Woods, in the conference’s opening session. “Size hasn’t ensured success. Some of the finest banks I know are under $5 billion in assets.”

It all comes down to execution, and there is reason for banks to be cautious. It’s not clear if the economy will go into a recession or land softly, although Michaud says his firm is projecting a “softer” landing for 2023 and single-digit loan growth. The Federal Reserve has raised rates at a pace that most bankers have never experienced — a dramatic turnabout two years after the industry was deluged with $2 trillion of stimulus spending to address the coronavirus pandemic. But even with the prospect of slower growth, Michaud advises banks to keep their balance sheet clean and find opportunities to build capital. 

“An industry that is catching its breath but remains profitable is a good place to be,” he says.

For now, this rapid whipsaw is the new normal in banking. Ahead of the conference, former Comptroller of the Currency Gene Ludwig told Bank Director that one truism in banking from the last half-century is that “the ups and downs come more frequently, and probably more severely, in shorter periods than they have in the past.” Technology and globalization have accelerated the pace of change, and banks need to be prepared for the volatility. 

Ludwig speaks from experience. In addition to serving as comptroller in the 1990s, he founded IntraFi, a reciprocal deposit network formerly known as Promontory Interfinancial Network, and is now a managing partner of Canapi Ventures, a bank-focused venture capital fund that invests in financial technology companies.

Having seen a variety of economic and credit cycles, Ludwig advised management teams to operate their institutions for the long haul and resist the noise of one quarter or the next. For the former comptroller, this comes down to the fundamental focus on customers, community and deposits. “Is what I am doing, and how I’m operating, best for my customer? Am I doing that in fundamentally a safe and sound manner?”

Increasingly, low-cost deposits are an important aspect of those customer relationships. Technology has made it easier for deposits to move, creating competition for those once-sticky funds. “Bankers that cultivate good customer relationships and use modern tools are able to have more stable and lower cost funding than banks that don’t,” Ludwig said, adding that banks have a variety of methods and tools to encourage existing companies to keep their deposits. 

The environment has shifted from unprecedented levels of liquidity flowing into banks to outflows. Total deposits in the banking industry declined for the second consecutive quarter, down 1.1%, or $206 billion, from the second quarter of 2022 to the third quarter, according to the Federal Deposit Insurance Corp. Driving the shift were accounts with balances above $250,000.  

“Banks in general are going to have to start thinking about funding loans as they go along,” Michaud told Bank Director ahead of the conference. “Previously, they had this reservoir of excess funding that made it easy to make an incremental loan. Now they’re going to have to fund it marginally, and that’s why we’re seeing deposit costs rise.”

Many institutions consider themselves “relationship lenders,” but Mac Thompson, founder and president of analytics firm White Clay, points out that many bankers struggle to quantify the depth of their customer relationships. That is one imperative for community bankers to grasp ahead of a potential recession.

“Who is using your liquidity, who is using your capital and what are you getting paid for it?” he says during a lunchtime presentation. Relationship managers should know the answer to those questions by analyzing a customers’ loans and deposits. Thompson urges banks to focus on bringing customers’ operational accounts to the bank — the accounts that pay their bills — because those accounts may be harder to move in response to interest rates. 

Customer loyalty goes both ways in relationship banking, and Michaud said this is one approach banks leverage when navigating the uncertain environment. 

“Now’s the time for banks to be there for their best customers,” he said, especially as access to credit tightens. “Typically when they are, their best customers tend not to forget it.” 

Are Regulatory Delays Overblown?

Nicolet Bankshares bought three banks during the last two years that doubled the size of the now $8.8 billion Green Bay, Wisconsin-based banking company. How hard was it to get regulatory approval? Well, if you ask CEO Mike Daniels, it was a breeze.

Despite all the talk of the tough regulatory environment for deal-making, not all banks experience problems, let alone delays. Nicolet’s latest acquisition, the purchase of $1.1 billion Charter Bankshares in Eau Claire, Wisconsin, took all of five months from announcement to conversion, including core conversion and changing branch signage.

“I hear deals are getting delayed, and you never know what the reason is,” says Daniels, who is speaking about mergers and acquisitions as part of a panel at Bank Director’s Acquire or Be Acquired conference in Phoenix this week. He attributes Nicolet’s ease of deal-making to lots of experience with conversions, good communications with its primary regulator, the Office of the Comptroller of the Currency, and an “outstanding” Community Reinvestment Act score. “We spend a lot of time with our primary regulator, the OCC, so they know what we’re thinking about,” he says. “We’re having those conversations before [deals] are announced.”

Are regulators taking longer to approve deals? “I’m in the mid-sized and smaller deal [market], and I’m not seeing that,” says Gary Bronstein, a partner in the law firm Kilpatrick Townsend in Washington, D.C. In fact, an S&P Global Market Intelligence analysis of all whole bank deals through August of 2022 found that the median time from announcement to close was 141 days from 2016 to 2019, ticking up to 145 days from 2020 through Aug. 22, 2022.

Attorneys say regulators are scrutinizing some bank M&A deals more than others, particularly for large banks. The median time to deal close for consolidating banks with less than $5 billion in combined assets was 136 days during the 2020-22 time period, compared to a median 168 days for consolidated banks with $10 billion to $100 billion in assets, according to S&P. Bronstein says in part, there’s pressure from Washington politicians to scrutinize such deals more carefully, including from U.S. Sen. Elizabeth Warren, D-Mass., who has tweeted that the growing size of the biggest banks is “putting our entire financial system at risk.” The biggest deals, exceeding $100 billion in assets, took 198 days to close in 2020-22.

President Joe Biden issued an executive order in June 2021 directing agencies to crack down on industry consolidation across the economy, including in banking, under the theory that consolidation and branch closures raise costs for consumers and small businesses, and harm access to credit.

Regulatory agencies haven’t proposed any specific rules yet, says Rob Azarow, a partner at the law firm Arnold & Porter, in part because Biden has been slow to nominate and then get Senate approval for permanent appointments to the heads of agencies.

Regulators scrutinize larger deals, especially deals creating institutions above $100 billion in assets, because of their heightened risk profiles. “It does take time to swallow those deals and to have regulators happy that you’ve done all the right things on integration and risk management,” Azarow says.

Smaller, plain vanilla transactions are less likely to draw as much scrutiny, says Abdul Mitha, a partner at the law firm Barack Ferrazzano Kirschbaum & Nagelberg in Chicago. Some issues will raise more concerns, however. Regulators are interested in the backgrounds of investor groups that want to buy banks, especially if they have a background in crypto or digital assets. Regulators are also looking for compliance weaknesses such as consumer complaints, fair lending problems or asset quality issues, so buyers will have to be thorough in their due diligence. “Regulators have asked for due diligence memos,” Mitha says. “They’re deep diving into due diligence more recently due to factors such as the economic environment.”

Bronstein concurs that regulators are asking more questions about fair lending in deals. The Consumer Financial Protection Bureau, which regulates banks above $10 billion in assets, is very much focused on consumer regulation and underserved communities, Bronstein says. So is the OCC and Federal Deposit Insurance Corp., which have traditionally focused on safety and soundness issues. They still do that as well, but fair lending has become a hot topic.

In the fall of 2022, the Fed signed off on a merger between two Texas banks, $6.7 billion Allegiance Bancshares and $4.3 billion CBTX, noting that the FDIC required the two institutions to come up with a plan to increase mortgage applications and lending to African American communities.

Still, the regulatory environment isn’t a major factor pulling down deal volume, the attorneys agreed. The economic environment, buyers’ worries about credit quality and low bank valuations have far greater impact. Buyers’ stock prices took a tumble in 2022, which makes it harder to come up with the currency to make a successful acquisition. Also, with bond prices falling, the FDIC reported that banks in aggregate took almost $690 billion in unrealized losses in their securities portfolio in the third quarter of 2022, which impacts tangible book values. Banks are wary of selling when they don’t think credit marks reflect the true value of their franchise, says Piper Sandler & Co.’s Mark Fitzgibbon, the head of financial institutions research.

An analysis by Piper Sandler & Co. shows deal volume dropped off a cliff in 2022, with 169 bank M&A transactions, compared to 205 the year before. But as a percentage of all banks, the drop looks less dramatic. The banks that sold or merged last year equated to 3.6% of total FDIC-insured institutions, close to the 15-year average of 3.4%.

“I would expect M&A activity to look more like 2022 in 2023, maybe a little lower if we were to go into a hard recession,” Fitzgibbon says. “You’d expect to see a lot of activity when we were coming out of that downturn.”

Hazy Outlook for Bank M&A in 2023

The bank M&A landscape in 2023 will likely be affected by several factors, including concerns about credit quality and turmoil in the stock market, says Rick Childs, partner at Crowe LLP. While sellers will naturally want to get the best price possible, rising interest rates and weak bank stock valuations will impact what buyers are willing to pay. Bankers that do engage in dealmaking will need to exercise careful due diligence to understand a seller’s core deposits and credit risk. Concern about the national economy could prompt bankers to look more closely at in-market M&A, when possible. 

Topics include: 

  • Credit Quality 
  • Customer Communication 
  • Staff Retention
  • Impact of Stock Valuations 

The 2023 Bank M&A Survey examines current growth strategies, including expectations for acquirers and what might drive a bank to sell, and provides an outlook on economic and regulatory matters. The survey results are also explored in the 1st quarter 2023 issue of Bank Director magazine.

The Bumpy Road Ahead

Banks are in the risk business, and 2023 is shaping up to be a risk-on environment that will keep management teams busy. 

The transformation of last year’s tailwinds into this year’s headwinds is stunning. Slowing economic growth, driven by monetary policy aimed at halting inflation, could translate into weaker loan growth. Piper Sandler & Co. analysts expect net interest margins to peak in the first quarter, before being eroded by higher deposit costs. Credit costs that cannot go any lower may start to rise. Banks may see little boost from fee income and may grapple with controlling expenses. Piper Sandler expects that financial service firms will have a “bumpy” 2023. 

The environment is so novel that Moody’s Analytics Chief Economist Mark Zandi made headlines by describing a new phenomenon: not a recession but a coming “slowcession — growth that comes to a near standstill but that never slips into reverse.” The research firm is baking a slowcession into its baseline economic forecast, citing “generally solid” economic fundamentals and well-capitalized banks, according to a January analysis.

This great uncertainty — and the number of ways banks can respond to it — is on my mind as I get ready for Bank Director’s 2023 Acquire or Be Acquired conference, which will run from Jan. 29-31 in Phoenix. Is growth in the cards this year for banks, and what would it look like? 

Historically, growth has been a necessity for banks. As long as banks can generate growth that outpaces the costs of that growth, they can generate increased earnings. Banks grow their asset base organically, or through mergers and acquisitions, have been two popular ways to generate growth. In a slowdown, some banks may encounter attractive opportunities to buy other franchises at a discount. But growth won’t be in the cards for all — and maybe that’s a blessing in disguise.

“[W]ith the threat of a recession and dramatically increasing cost of funds, there is a solid argument to be made that banks should be shrinking rather than growing,” wrote Chris Nichols in a recent article. Nichols is the director of capital markets at the $45 billion banking company known as SouthState Corp., in Winter Haven, Florida. Growth can exacerbate issues for banks that are operating below their cost of capital, which can push them toward a sale faster. Instead, he’s focused on operational efficiency.

“Financial pressure will be greater, and bank margins will be higher. This combination means that banks will need to focus on the quality of their earnings,” he wrote. Instead of growth, he argued bankers should focus on making their operations efficient, which will direct more profits toward their bottom line.

It makes sense. In a bumpy slowcession, banks aren’t able to control the climb of interest rates and the subsequent changes in economic activity. They may not encounter growth opportunities that set them up for long-term success in this type of environment. But they can control their operational efficiency, innovation and execution — and we’ll talk about that at #AOBA23.

Why Mutual Banks Won’t Sell

Two Massachusetts banks hope to preserve their mutual status for years to come by merging their holding companies now, in an example of how M&A tends to be a different story for mutual institutions.

Newburyport Five Cents Bancorp and Pentucket Bank Holdings recently received board approval to merge into a single holding company. The combined organization, with $2.5 billion in assets, will likely get a new name, Newburyport CEO Lloyd Hamm told a local news outlet. Meanwhile, $1.5 billion Newburyport Five Cents Savings Bank and $947 million Pentucket Bank will maintain their separate brands.

“We definitely want to emphasize it’s not a merger of the banks, and we will likely select a new name for the co-branded holding company,” Hamm told The Daily News in Newburyport. The new organization also plans to change its bylaws in order to make it more difficult for a future leadership team to take the company public. “This is ensuring mutuality for decades to come,” Hamm said.

All employees of the two banks will keep their jobs, and executives intend to invest more in technology, training and talent, and increase charitable giving under the combined holding company. No branch closures are planned as part of the deal.

According to data from S&P Global Market Intelligence, there have been just three combinations of mutual banks in the past five years, including the deal between Newburyport Bank and Pentucket Bank, which was announced in December 2022.

The dearth of mutual bank M&A essentially comes down to numbers: The U.S. had just 449 mutual institutions at the end of 2021, according to the Federal Deposit Insurance Corp., out of 4,839 total banks. In some respects, mutual banks may more closely resemble credit unions than public or privately held banks, though credit unions have been more actively acquiring FDIC-insured institutions, accounting for 56 deals over the past five years. Mutual banks have no shareholders and are effectively owned by their depositors. Any profits they generate are returned to their depositors in some fashion, for example, in the form of lower rates on mortgages. Last year, the FDIC approved the first de novo mutual bank to launch in over 50 years, Walden Mutual in Concord, New Hampshire.

Because mutual banks don’t have shareholders, they don’t need to always focus on the next, most profitable move, says Stan Ragalevsky, who has worked extensively with mutual banks as a partner with K&L Gates in Boston.

“If you’ve been sitting on the board of a small [mutual] bank, you realize there’s a lot of changes going on in banking, but you also think ‘We’re making money. We may not be making 80 basis points, but we’re making 45 basis points,’” Ragalevsky says. “They feel comfortable that they’re doing the right thing.”

Some of those sentiments showed up in Bank Director’s 2023 Bank M&A Survey: 77% of mutual bank executives and directors participating in the survey say they’re open to M&A but focus primarily on organic growth. Just 12% want to be active acquirers, compared to 23% of all respondents.

Furthermore, all of the 20 mutual participants say their bank’s board and management would not be interested in selling within the next five years, compared to 52% overall. When asked why they were unlikely to sell, many refer back to their institution’s mutual status and a wish to maintain an independent banking option in their communities.

Compared with deals involving publicly held banks, mutual bank deals also tend to be driven by the board more than the management, Ragalevsky adds. While board members may be motivated to some degree by personal self interest — retaining a board seat, for example — “there’s also a sense of commitment to the community,” he says.

Additionally, many prospective mutual bank sellers may be constrained by a lack of like-minded buyers. This very reason is partly why $1.4 billion Cooperative Bank of Cape Cod, based in Hyannis, Massachusetts, is unlikely to sell anytime soon, says CEO and Chair Lisa Oliver.

“We don’t sell, because there’s nobody to buy [us]. We’re owned by our depositors in a non-stock kind of way. If anything, it would be a merger for lack of succession planning, if that were really critical,” Oliver says. “But there are plenty of potential candidates that can be hired to become CEOs of a small bank.”

Some also argue that mutuals’ independent streak is, to some degree, woven into their history. Many mutual banks, particularly in the Northeast, trace their roots back over 100 years, when they were initially founded to provide banking services for poor and working class families.

“The mutual bank movement has been one of the greatest, most successful social and business experiments,” Ragalevsky says. “Mutual banks were formed to improve people’s lives — they weren’t formed to make money. They were formed to improve people’s lives, and they’ve done that.”

Methods to Create Effective Customer Journeys for Your Bank

In recent years, there has been an increase in the number of job positions for chief customer experience officers across financial institutions (FI) of all sizes. Those roles were created to help an FI focus outwardly and represent the customers’ points of view. Stated differently, people filling those roles ask the “why” question while most FIs tend to focus only on the “how.”

Marrying the How and the Why
A recent example of an unrealized opportunity to rewrite the customer journey involved branch-initiated loan applications. The process required a customer to come into a branch, sign a piece of paper which was then scanned and sent to the back office for processing. After processing, it was stamped “complete” and sent along for further scanning and indexing.

The staff was asked to improve the process, and they recommended switching the ink used to stamp “complete” from oil-based ink to water-based. By doing so, the ink did not bleed through the document, which was causing it to be scanned as two images. While the process was indeed improved incrementally, the FI did not go far enough, missing an opportunity to fundamentally improve the whole customer journey and realize more benefits for both customers and employees.

Customer journey maps marry the “how” and the “why” into one document. The how is expressed as a simple workflow document, showing the touchpoints of any process. Once the current process is documented, the why questions begin. Why do FIs need a wet signature on this document? Why do the customers need to scan their drivers’ licenses? Why should a customer have to stop into a branch to complete the application?

While having a CCEO is a great start, the most successful FIs focus on creating multiple customer experience advocates, all of whom use customer journey maps to document the hows and ask the whys. FIs that position multiple customer experience advocates across the institution have more desirable outcomes than those that have one person. The trick is getting started.

While there are many tools available to assist in generating customer journey maps, PRI suggests that FIs can be quite effective with a simple white board and some post-it notes.

Don’t become burdened with unfamiliar tools until you’ve built a few maps. Involve staff from all areas, especially those areas that are customer-facing. Create a dashboard or a scorecard and keep track of the improvements. And celebrate successes as you go.

Creating a journey map places the customer at the beginning of the process and requires the FI to think like a customer. For example, customers often find it unacceptable to wait 10 days for their debit card to arrive in the mail after opening a new account. Rather than justifying the process by explaining it, the FI can create a journey map with a goal in mind that helps them reach the next level of service. Asking why at every step along the journey is far more critical than asking how.

How to get started:

  • Choose a process known to create customer frustration.
  • Establish a goal for the customer journey map exercise.
  • Put on the “customer hat” or even experience the journey as a customer yourself.
  • Document all touchpoints.
  • Review each touchpoint and ask why it works the way it does.
  • Research best practice models.
  • Attack the touchpoints, seeking to remove friction and working toward the goal of better customer service.

Customer journey mapping has been proven to be highly beneficial to financial institutions and their bottom line. FIs should teach customer experience advocates to create effective customer journey maps for all significant touchpoints.

The process does not have to be formal. It can be simple. Marrying the how and the why will allow the FI to take advantage of the many benefits and opportunities inherent in customer journey mapping.

4 Critical Success Factors for Bank M&A in 2023

After rebounding in 2021, bank merger and acquisition, or M&A, activity slowed again in 2022, a trend that is likely to continue.

In this economic environment, growth-oriented organizations need to make the most of the limited acquisition opportunities they find. To maximize the potential of sought-after deals in 2023, bank directors and executive teams should recognize the current critical factors that contribute to successful acquisitions.

Modest Growth Expectations
Bank M&A activity accelerated in 2021 from 2020’s pandemic-depressed levels, but the pace fell off again in 2022. By the end of the third quarter, only 123 deals had been announced, compared to 160 deals over the same period in 2021, according to S&P Global Market Intelligence.

The 2023 Bank Director M&A Survey suggests this situation will probably continue. Although 85% of survey respondents said their banks either plan to be active acquirers or were at least open to acquisitions, only 11% said they were very likely to acquire another bank in 2023, and 28% said they were somewhat likely.

Even fewer said they expect to acquire nondepository business lines, such as wealth management, fintechs or other technology companies. So although conventional acquisitions likely will remain the most common type of transaction during 2023, bank M&A activity overall could remain sluggish. 

4 Bank M&A Success Factors
With fewer opportunities available, the success of every deal becomes even more crucial. Bank boards and executive teams must take care to increase the likelihood that acquisitions produce expected results. Four critical success factors can greatly improve the chances, particularly in the bank-to-bank acquisitions that could make up most of 2023’s activity.

1. Detailed Analysis of the Loan Portfolio. Loan quality always matters, but with a potential industrywide increase in credit losses on the horizon, a buyer having a granular understanding of the seller’s loan portfolio is essential to determine if its allowance for losses is adequate.

Current economic expectations and likely rate changes during the interval between a deal’s announcement and completion mean it is important to analyze the portfolio as early as possible during due diligence. Advanced data analytics can help acquiring banks identify patterns — such as certain loan types, industries, geographic areas, and loan officers — that merit special attention.

Additionally, banks should prepare loan valuations as a part of due diligence. They should include expected rate increases in that analysis, as it is important to home in on the metrics that suggest the quality of the deal.

2. In-depth Understanding of the Deposit Customer Base. In addition to reviewing loan customers during credit due diligence, it’s important that prospective buyers also analyze the deposit customer base. Changing interest rates mean liquidity can become a concern if customers leave for higher returns or online competitors.

Pinpointing top customers, identifying the services they use, quantifying the revenue those relationships generate and developing customized communication plans to ease the transition are prudent initial steps. These plans should assign specific responsibility for communicating with customers; management should be ready to implement them immediately upon the transaction announcement, when such accounts become particularly vulnerable.

3. Proactive Talent Management. Although banks normally eliminate or consolidate positions in an acquisition, they still need to retain the best talent. Losing personnel with critical skills could jeopardize the investment thesis of the transaction; banks should identify these individuals before announcing the transaction. Consistent and open communication helps preempt rumors and minimizes employee uncertainty, while early retention bonuses and other tools can target essential team members who might be vulnerable to poaching while the transaction is pending.

Fair treatment for those who leave is also important. Outplacement services, severance packages, and other transition programs are worth their one-time costs for buyers, since they can help assuage negative community perceptions that could escalate quickly on social media.

4. Effective Technology Integration. Not every bank has adapted to digitization in the same way or at the same speed. Glitches in routine processes, such as online account access, direct deposits or electronic funds transfers, can alienate customers and employees, creating a bad first impression for the blended organization.

A gap analysis that identifies differences in virtual banking, remote workplace policies, fintech relationships and other technology issues is an important early step to successful M&A. This analysis should be followed quickly by a comprehensive technology integration plan that draws on the best ideas from each organization.

In view of the mixed bank M&A outlook for 2023, addressing these four broad issues can help bank directors and executives meet their fiduciary responsibility to recognize potential opportunities, while still managing the risk that is inherent in today’s banking environment.

Issues in Selling to a Non-Traditional Buyer

We have seen a surge in the number of sales of smaller banks to non-traditional buyers, primarily financial technology companies and investor groups without an existing bank.

This has been driven by outside increased interest in obtaining a bank charter, the lack of natural bank buyers for smaller charters and, of course, money. Non-traditional buyers are typically willing to pay a substantially higher premium than banks and including them in an auction process may also generate pricing competition, resulting in a higher price for the seller even if it decides to sell to another bank. Additionally, buyers and sellers can structure these transactions as a purchase of equity, as opposed to the clunky and complicated purchase and assumption structure used by credit unions.

But there are also many challenges to completing a deal with a non-traditional buyer, including a longer regulatory approval process and less deal certainty. Before going down the road of entertaining a sale to a buyer like this, there are a few proactive steps you can take to increase your chances for success.

The Regulatory Approval Process
It is important to work with your legal counsel at the outset to understand the regulatory approval process and timing. They will have insights on which regulators are the toughest and how long the approval process may take.

If the potential buyer is a fintech company, it will need to file an application with the Federal Reserve to become a bank holding company. In our recent experience, applications filed with the Federal Reserve have taken longer, in part because of the increased oversight of the Board in Washington, but also because the Federal Reserve conducts a pre-transaction on-site examination of the fintech company to determine whether it has the policies and procedures in place to be a bank holding company. Spoiler alert: most of them don’t.

If the potential buyer is an individual, the individual will need to file a change in control application with the primary federal regulator for the bank. The statutory factors that regulators need to consider for this type of application are generally less rigorous than those for a bank holding company application. We have seen the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp. show more openness to next-generation business plans, as they understand the need for banks to innovate.

Conduct “Reverse” Due Diligence
Find out more about the buyer. You would be surprised at what a simple internet search will uncover and you can bet that the regulators will do this when they receive an application. We have encouraged sellers take a step further and conduct background checks on individual buyers.

Ask the buyer what steps have been taken to prepare for the transaction. Has the investor had any preliminary meetings with the regulators? What advisors has the buyer hired, and do they have a strong track record in bank M&A? Does the buyer have adequate financial resources?

Understand the key aspects of the buyer’s proposed business plan. Is it approvable? Are the new products and services to be offered permissible banking services? A business plan that adds banking as a service is more likely to be approved than one that adds international payments or digital assets. Does the buyer have a strong management team with community bank experience? What impact will the business plan have on the community? Regulators will not approve an application if they think the charter is being stripped and a community is at risk of being abandoned. We have seen buyers offer donations to local charities and engage in community outreach to show the regulators their good intentions.

Negotiate Deal Protections in the Agreement
Additional provisions can be included in the definitive agreement to protect the selling bank. For example, request a deposit of earnest money upon signing that is forfeitable if the buyer does not obtain regulatory approval. Choose an appropriate drop-dead date for the transaction. Although this date should be realistic, it should also incentivize the buyer to move quickly. We have seen sellers offer buyers options to pay for extensions. The contract should also require the buyer to file the regulatory application promptly following signing and to keep the selling bank well informed about the regulatory approval process.

While a transaction with a non-traditional buyer may be more challenging, under the right circumstances it can present an appealing alternative for a bank looking to maximize its sale price in a cash transaction.

Using Sub Debt To Play Offense

Subordinated debt can be an attractive capital option for many banks. Will Brackett, managing director at Performance Trust Capital Partners, breaks down how bankers can think through their approach to using subordinated debt. He recommends that every financial institution take a hard look at its balance sheet and how it could perform under myriad interest rate scenarios. Those banks with strong track records, and little or no existing subordinated debt, are best positioned to fetch better than market pricing in an issuance. 

Topics include: 

  • Advantages of Subordinated Debt
  • Which Banks Benefit Most 
  • Achieving the Best Pricing