Should You Buy, Sell Or Do Neither?


acquire-10-23-18.pngShould you acquire or be acquired? Some community banks are electing to do neither, and instead are attempting to forge a different path – pursuing niche business models. Each of these business models comes with its own execution and business risks. All of them, however, come with the same regulatory risk – whether the bank’s regulators will challenge or be supportive of the changes in the business model.

Some community banks are developing partnerships with non-bank financial services, or fintech, companies – companies that may have created an innovative financial product or delivery method but need a bank partner to avoid spending millions of dollars and years of time to comply with state licensing requirements. These partnerships not only drive revenue for the bank, but can also – if properly structured – drive customers as well. WebBank is a prime example of the change this model can bring. As of the close of 2007, WebBank had only $23 million in assets and $1 million in annual net income. Ten years later, WebBank had grown to $628 million in assets and $27.5 million in annual net income, a 39 percent annualized growth in both metrics.

Following the recession, bank regulators have generally been supportive of community banks developing new business models, either on their own or through the use of third party technology. As the OCC notes, technological changes and rapidly evolving consumer preferences are reshaping the financial services industry at an unprecedented rate, creating new opportunities to provide customers with more access to new product options and services. The OCC has outlined the principles to prudently manage risks associated with offering new products and services, noting that banks are motivated to implement operational efficiencies and pursue innovations to grow income.

Even though the new business model may not involve an acquisition, the opening of a new branch, a change in control, or another action that requires formal regulatory approval, a bank should never forge ahead without consulting with its regulators well before launching, or even announcing, its plan. The last thing your board will want is a lawsuit from unhappy investors if regulators shut down or curb the projected growth contemplated by a new business model.

Before introducing new activities, management and the board need to understand the risks and costs and should establish policies, procedures and controls for mitigating these risks. They should address matters such as adequate protection of customer data and compliance with consumer protection, Bank Secrecy Act, and anti-money laundering laws. Unique risks exist when a bank engages in new activities through third-party relationships, and these risks may be elevated when using turnkey and white-label products or services designed for minimal involvement by the bank in administering the new activities.

The bank should implement “speed bumps” – early warning indicators to alert the board to issues before they become problems. These speed bumps – whether voluntary by the bank or involuntary at the prompting of regulators – may slow the bank’s growth. If the new business model requires additional capital, the bank should pay close attention to whether the projected growth necessary to attract the new investors can still be achieved with these speed bumps.

Bank management should never tell their examiners that they don’t understand the bank’s new business model. Regardless of how innovative the new business model may be, the FDIC and other bank regulators will still review the bank’s performance under their standard examination methods and metrics. The FDIC has noted that modifying these standards to account for a bank’s “unique” business plan would undermine supervisory consistency, concluding that if a bank effectively manages the strategic risks, the FDIC’s standard examination methods and metrics will properly reflect that result.

Banks also need to be particularly wary of using third-party products or services that have the effect of helping the bank to generate deposits. Even if the deposits are stable and low-cost, and even if the bank does not pay fees tied to the generation of the deposits, the FDIC may say they are brokered deposits. Although the FDIC plans to review its brokered deposit regulations, it interprets the current regulations very broadly. Under the current regulations, even minor actions taken by a third party that help connect customers to a bank which offers a product the customer wants can cause any deposits generated through that product to be deemed brokered deposits.

Community banks definitely can be successful without acquiring or being acquired. However, before choosing an innovative path a bank should know how its regulators will react, and the board should recognize that although regulators may generally be supportive, they do not like to be surprised.

One Risk in M&A You Maybe Have Not Considered


core-provider-9-25-18.pngThe vast majority of middle-market community banks and credit unions will at some point explore acquiring or being acquired because M&As are one of the quickest and most effective ways a bank can scale up, expand reach, and grow. Unfortunately, many of these banks have no choice but to watch lucrative opportunities pass them by because they unwittingly agreed to grossly unfair and inequitable terms in their core and IT contracts.

Financial institutions constantly assess risk from nearly every conceivable perspective to protect shareholder value, but far too many realize too late that hidden astronomical M&A termination fees and other hidden contractual penalties render a deal totally unfeasible. Over and over again, blindsided banks are hobbled by stifled growth.

Simply stated, core and IT suppliers punish banks with excessive termination, de-conversion and conversion fees because they can get away with it. Suppliers also sneak in large clawbacks for discounts awarded in the past as an added pain for measure. Banks fall for it because they don’t know better.

Bank deals are complex procedures with the possibility of extraordinary payoff or extraordinary peril. Terms regarding potential M&As are buried deep within the pages of lengthy and convoluted core and IT supplier contracts. Suppliers are betting that arduous language within these five- to seven-year agreements deter bankers from looking too closely or fully comprehending terms and conditions they contain. Many banks are not thinking about a merger or acquisition when they originally signed those contracts. The suppliers’ bets pay off, and banks either lose the deal or are forced to pay in spades.

Termination fees core and IT suppliers secure for themselves in most contracts with community banks and credit unions border on unconscionable. Banks find themselves saddled with the prospect of paying 50, 80, or even 100 percent of the amount due to the core provider based on what would have been paid if the institution remained with that supplier for the life of the contract.

And these fees apply even if the financial institution they’re merging with or acquiring has the same core IT supplier. Even in cases where the core has virtually nothing to lose in the deal, they still demand a fat check for their “pains.” These fees are so high they can easily kill a potential deal before it even reaches the negotiating table — and they often do.

Banks Have Defendable Rights
A contract isn’t a contract unless there’s some cost for exiting it early. But there’s fair and then there’s fleecing — and let’s just say core and IT suppliers wield a pretty big pair of shears.

The reality is that more than half of all states will not tolerate these termination fees in court, provided they’re challenged by institutions. The maximum amount of liquidated damages a supplier is entitled to legally — provided they can rationalize how they were harmed — is the discounted value of remaining net profit. This might not be more than 18 to 22 percent of remaining contract value, or about one year on a five-year deal. That’s nowhere close to what is often claimed by core suppliers.

But you have to know your rights before you can demand they be respected, and a wealth of knowledge regarding the most favorable core and IT contract terms available can’t be acquired overnight. It’s taken many years for Paladin to amass proprietary core and IT supplier contract data.

Secure Fair Terms Now to Protect Deals Later
By updating your contracts before a transaction, you can speed the M&A process, protect your institution and shareholders, and prevent unforeseen deal risks. But you’ll need to come armed and ready for battle. Core and IT suppliers have enjoyed decades of manipulating the system to their advantage. Going it alone in your next contract negotiation will likely result in ending up with more of the same hidden and unfair terms. That’s how good these guys are at getting what they want from the community banks they call their “partners.”

There are experts with a proven track record of going toe-to-toe with core and IT suppliers and coming out ahead for community financial institutions. Time and again, we’ve approached the table with our clients, advocated for a fair deal, and walked away with terms that make sense for both parties — not just the suppliers.

The Avoidable Mistakes that Acquirers Make


acquisition-9-17-18.pngFor many bank boards of directors and senior management teams, an acquisition will be the most important deal they ever make. Unfortunately, even experienced acquirers make mistakes that can have a negative—and sometimes even disastrous—impact on the outcome. And they are all avoidable.

Be Able To Say Why
One of the most common missteps is to pull the trigger on a deal without having a clear rationale for why a particular acquisition target—as opposed to other possible candidates—is the best strategic fit. “Some acquirers tend to be more opportunistic and try to assess on the fly whether or not the deal is a good fit, as opposed to knowing before hand that they really want to acquire institutions that have certain parameters,” says Rick Childs, a partner at the consulting firm Crowe LLP. “It may be that they make a certain level of money, or do a certain type of lending, or operate in a desirable geography.”

In almost every instance, doing no deal is better than doing the wrong deal. Says Childs: “My dad used to tell me a long time ago, when I would say that something was on sale, ‘Son, a bargain isn’t a bargain if you don’t need it,’ which is to say if it doesn’t really fit, you’re better to walk away from that and focus on… opportunities that would really advance your cause as an organization and produce the returns you need for your shareholders.”

Cultural Compatibility
Having a well-developed a well-defined set of criteria in advance enables the acquirer to then assess critical elements such as the target’s culture—which is important because misaligned cultures can lead to significant problems after the deal has closed and the banks need to be integrated. “I find that many times buyers don’t take the time to learn whether the organizations are compatible,” says Gary Bronstein, a partner at the law firm Kilpatrick Townsend. “And this is especially important when the seller will become a significant part of the merged organization. Too often, says Bronstein, buyers fail to focus on this issue until the integration process begins. “And it becomes [apparent] that perhaps the cultures of the two organizations in terms of how hard they work, how customers are treated, what the philosophies are in terms of how they operate, might not be compatible and it makes it very difficult to integrate under those circumstances.”

Clear, Consistent Communication
Bronstein also finds that acquirers sometimes fail to place a high enough emphasis on the importance on effective and honest communication with people at the acquired bank. “That is particularly [true] among CEOs of the two organizations,” he says. “I’ve seen many deals fall apart or deteriorate pretty quickly due to bad communication, or lack of thoughtful communication.” Candor is an especially important element of the communication process, Bronstein says. “I’ve seen situations where a buyer CEO will say one thing but then do another thing, and that just alienates people in the process. And it’s critically important to develop a… rapport early, because if things deteriorate early it’s hard to get back,” he cautions.

Consider The People
Many acquirers also tend to wait too long to make critical people decisions that can impact the outcome of a merger. Bronstein divides these important people decisions into three categories. “Category number one is, who do you need long term, and [in] what positions?” he explains. “Who do I need for this larger organization, and what positions can I spot them in? The second category is, who do I need short term to get me through the transition? The common timeline for transition is the technology conversion, which will usually happen somewhere between three and six months after the transaction is closed. And the final thing is, who are the people that are closest to the customers that I really need to lock up with a non-compete so they don’t go next door and compete with me?”

Childs also stresses the importance of communicating these important personnel decisions throughout both organizations. Staffers at either bank who ultimately will not be part of the combined organization once the integration process has been completed should be informed “as quickly and as compassionately as you can,” he says. It’s equally important that employees who will be going forward with the new bank know that their jobs are secure. “Uncertainty breeds angst and anxiety that is going to affect how people treat their day-to-day job, and taking that away and reassuring them is really job number one for the CEO and the management teams.”

The “But” in the Conversation Among Bank Boards, CEOs


strategy-9-13-18.pngJamie Dimon, CEO of JPMorgan Chase & Co., has now been infamously linked to his declaration that the “golden age of banking” is upon us, though bankers and directors often follow that celebratory tone with a caveat, whether they’re speaking about technology, growth or governance topics.

This dynamic became clear at Bank Director’s 2018 Bank Board Training Forum, held Sept. 10-11 at the Four Seasons Hotel Chicago, where nearly 200 directors, chairmen, lead directors and chief executives discussed how the favorable economy has also added pressure and challenge in a range of areas on the priority lists for bank boards, including governance, technology, risk and, of course, growth.

It is clear that a strong economy has kicked earnings into high gear, which draws headlines when buybacks or 30-percent growth in earnings per share is announced on quarterly earnings calls. But at the same time, transition and new challenges are presenting themselves in front of bank leaders regardless of size, location or whether the company is public or private. The industry is shifting, and so does the conversation when bankers and directors discuss anything from growth strategies to technology.

Banks must embrace and leverage the capability of technological advancements, but…
The cost and risk associated with such integrations are, and will remain, a challenge.

In a closing panel of three successful chief executive officers, Scott Dueser, CEO of First Financial Bankshares in Abilene, Texas, Dorothy Savarese, CEO of The Cape Cod Five Cents Savings Bank in Southeastern Massachusetts, and Dave Mansfield, CEO of The Provident Bank in Amesbury, Massachusetts, all said cybersecurity and technological improvements are top-of-mind for their companies, but finding a balance between convenience and value are challenging.

“We’re using technology to enhance—take away the menial tasks. We have to deliver value. We’re not going to do that with just technology,” Mansfield says.

Fintech disruption will continue, but…
“This is not a time to be scared,” says Ed Kelley, vice president of sales for TransCard Payments, LLC, who, along with Ahron Oddman, area vice president at nCino, Inc., billed themselves as “the face of fintech” to the audience.

Payments and small-business lending, which Oddman discussed, highlight two areas where the agility of fintechs enables them to attract more business. Kelley noted that while a challenge, “there’s also a good bit of opportunity” to partner with fintechs to be competitive.

“In order to be competitive, you have to spend money. And in order to spend money, you have to be competitive,” Kelley says, noting the paradox.

Competition among community banks is intense, but…
It’s not seen as coming from the major financial institutions despite their ability to attract low-cost deposits.

Most bankers suggest their competition remains other community banks, credit unions and fintechs, not the largest institutions. Joe Bower, CEO of CNB Bank, a $3 billion bank based in Clearfield, Pennsylvania, says those large institutions “are actually really good for us,” because they often have little interest in the tier of commercial customers a bank similar to his would have, and instead are interested in large-scale commercial real estate clients.

Regulations are beginning to relax, but…
The pressure on sound governance is increasing, both in oversight of bank management and internal governance.

Board refreshment is drawing greater scrutiny as the average age of directors is increasing, according to Alan Kaplan, founder and CEO of Kaplan Partners, a sign that refreshment and diversity remain tough topics for many boards.

A show of hands among attendees indicated that while evaluation is consistent, peer evaluation is less common, though proxy advisory firms like ISS and Glass Lewis are ramping up pressure on boards to evaluate their performance with greater frequency.

Regulators are also placing greater scrutiny on board oversight, highlighted by “direct finger pointing” at the board of Wells Fargo & Co. by the Federal Reserve and legal actions against loan committees in the wake of the financial crisis.

M&A is increasing in number and “red hot,” but…
Traditionally hot metropolitan markets are becoming scarcer in terms of potential targets, and some banks are considering alternatives to traditional deals.

Jonathan Hightower, an M&A attorney in Atlanta with Bryan Cave, points to WSFS Financial Corp.’s $1.5-billion deal to acquire Beneficial Bancorp Inc., which will result in the new $13 billion bank pouring investments into technology.

Despite an active market, Hightower says boards should carefully vet any potential deal, because “if it doesn’t offer opportunity for growth, what’s the point.” Hightower also notes that banks should consider alternative growth strategies, like an initial public offering, that can provide a different path to raise large amounts of capital.

The financial crisis is firmly in the rearview mirror, and the industry is the healthiest it has been in almost a generation by many metrics. But that should not stop banks from planning for the next downturn, or how they can maintain a competitive advantage against their peers.

“This is the way we compete, we think about these things futuristically,” said Jennifer Burke, a partner with Crowe LLC.

What’s The Same – And What’s Not – In Assessing Credit Quality


assessment-7-30-18.pngSince the 1970s, there has been an inevitable march toward a macro, quantitative assessment of credit quality. Technology and big data ensured its emergence to complement the more traditional, transactional counterpart of credit risk management.

Since the adoption of the 2006 allowance for loan and lease losses (ALLL) guidance, and the ferocity of loan losses during the great recession, we have seen the growing confluence among credit, accounting, regulatory and investor constituencies attempting to answer the same age-old questions: How much loss is embedded in the loan portfolio? How much is this portfolio worth?

While having comparable goals, each level of management has its priorities, biases and specialized methodologies for answering those questions. For directors, there may be a need to connect the dots to determine the objective of these measures.

Today’s ALLL
The current loss methodology was also used in 2006, prior to the massive, mainly real estate, credit losses from the great recession. The 2006 methodology included pool, formula-driven and specific impairment loss estimates. The incurred loss bias of the current methodology–often known as a “run-rate” approach–inflates the most recent credit quality performances. With no significant losses prior to the crisis, the industry was largely pushed into the abyss with low loss reserves–unable to raise reserves for forecasted losses. Given the relatively benign state of credit currently, it could be said that we are back to the future, having to defend ALLL levels, largely with qualitative justifications.

Tomorrow’s CECL
The soon-to-be implemented current expected credit loss (CECL) methodology is the inevitable reaction to the roller coaster nature of today’s ALLL. Some even consider it a fall back to the failed bid, about eight years ago, to impose mark-to-market valuations on the entirety of banks’ loan portfolios. Regardless of the pejorative “crystal ball” moniker often describing CECL–not to mention estimates of significant Day One implementation increases in reserves–its integration of historical losses, current conditions and reasonable forecasts is designed to be the more holistic, life-of-loan estimation of losses.

There is a high presumption in CECL that quantitative measures, such as discounted cash flows or probabilities of default (PDs)/loss given defaults (LGDs), overlaid by recovery lags, will be used to project future losses. In theory, it may be a more reliable estimate than the current guidance; however, its greatest hindrance is the perception that it is yet another de facto variant layer of capital buffer mandated by the Dodd-Frank Act, and Basel III.

Exit Price Notion
This accounting-based fair value measure disclosure (ASU 2016-01), often referred to as fair value/exit pricing, is new for 2018 and specifies the method by which public financial institutions calculate the fair value of their loan portfolios for purposes of disclosure. Fair value is the amount that would be received to sell an asset or paid to transfer a liability at the measure date. The estimate of fair value must be supported through specified protocols of valuation and calculation. Credit-based assessments, coupled with ties to loan review and risk grade migrations, will be key to justifying a reasonable, point-in-time fair value calculation.

Credit Mark in Mergers & Acquisitions (M&A)
Speaking of fair value, in M&A, it is truly in the eye of the beholder. How skeptical is the buyer? How much does the buyer want the deal? Determining a credit mark, or rational estimate (or range) of discounts to be applied to a prospective purchased loan portfolio, is very much a credit-based, symbiotic marriage between a traditional, more qualitative loan review and the more quantitative metrics of PDs, LGDs, risk grade migrations, yield marks, recovery lags and probabilistic modeling. Using one approach, without the informing nature of the other, is problematic and increases inaccuracies. What is sacrosanct in credit mark, is that an institution never wants to undershoot the estimates. Accounting plays a greater role when the deal-negotiated credit mark is refreshed at the deal’s completion, known as Day One accounting.

The credit discipline has often described as a qualitative decision stacked on an array of quantitative metrics. That remains an apt description for transactional credit–where it all begins. However, the new frontier in managing credit risk, even at smaller financial institutions, is in the ever-evolving, mostly mandated, macro, quantitative measures–some of which are described above. Each of these, not unlike a Venn diagram, has similarities and overlapping portions, but each has separate purposes, as well. Directors, like credit officers, need to understand and embrace these quantitative measures, which will, in turn, lead to better decision making for the bank.

Four Drivers of Banking M&A in 2018


merger-5-28-18.pngAfter several years of false starts, 2018 may be the year that banking merger and acquisition (M&A) truly gets in gear. Financial stocks have rallied and stabilized and boosted the value of companies’ capital war chest.

Add to that new favorable policy developments easing regulatory constraints, interest rates steadily rising, the tax reform bill’s potential boost to bottom lines, loan growth projected to increase, and abundant capital is available to invest. Still, positive developments are sometimes accompanied by challenges. Deloitte’s 2018 banking and securities M&A outlook identifies four trends and drivers that are worth watching for their potential catalyzing or hindering effect on industry M&A activity.

1. Regulatory and legislative changes. Business-friendly legislation and regulatory policy changes may act as a flywheel to concurrently control and increase the M&A machine’s momentum in 2018. Of the potential regulatory changes, raising the statutory $50 billion asset thresholds for systemically important financial institutions, or SIFIs, designation and stress tests may have the most impact on M&A, especially within the ranks of $10 billion-$50 billion and $50 billion-$250 billion institutions. Higher thresholds could bring some regulatory relief around deal-making, opening the door to merger activity by small and midsized banks.

2. U.S. tax changes. Will the 2017 tax cuts be a boon for banking M&A? The outlook is encouraging, with some caveats. Banks and other financial services organizations may have more available capital but they also have numerous ways to use it: employee bonuses or raises, stock buybacks, pay down debt, increase dividends, invest in financial technology (fintech) and other operating improvements, or engage in cash-based M&A. And as of January 2018, sellers’ net operating losses (NOLs) became less attractive as an M&A trigger because, going forward, they will be applied at the new, lower 21 percent tax rate. On a positive note, while foreign banking organizations (FBOs) still face significant regulatory headwinds and some new burdens coming out of last year’s tax laws, tax reform may make U.S. banks on the margin more attractive to foreign-owned institutions looking to offset slow in-country growth and to expand their U.S. footprint where, historically, the tax rates made those investments less desirable from a post-tax earnings perspective.

3. Rising interest rates and higher valuations. Interest rates’ influence on 2018 banking M&A could be mixed: Rising rates may spawn competition in both lending and deposits, prompting an organization to rely more on organic growth and less on inorganic levers like acquisitions or alliances. Conversely, if an organization has loan origination or liquidity challenges, an acquisition could provide more stable access to deposits. Similarly, higher financial industry valuations may both grease and clog the gears of 2018 M&A.

Some banks—especially regionals and super-regionals—that have benefitted from the “Trump Bump” and have enhanced stock currency may engage in strategic deal-making to beef up their asset base, market presence, or fintech capabilities. However, those banks should remember that all valuations have gone up—while their acquisition currency may be higher so is the cost of what they want to buy. And, sellers may be hesitant in stock deals to accept perceived inflated currency. They may, as a result, seek higher deal multiples to protect their shareholders from any post-deal downside value risk.

4. The changing face of fintech. We expect that fintechs will continue to be a strategic investment area for financial services organizations of all types and sizes. Large and regional banks may look for technology assets to help improve their efficiency ratio, while smaller banks having difficulty growing their digital presence may acquire or partner with fintechs to fill critical gaps.

Regardless of their size, banks continue to struggle with diminishing brand value and reputation among certain customer segments including attracting and serving younger demographics in a manner they desire. Embracing the rapid adoption of cutting-edge financial technology, therefore, is not just a short-term means to boost revenues or eliminate cost inefficiencies; it’s a way for banks to repair and enhance their brand and value perception.

With banks likely to ride the wave of tax gains (outside of the impact on deferred tax asset values), increasing interest rates, higher valuations, and easing regulations during the first six months of 2018, they may see less need to push the inorganic lever of M&A to grow earnings. Still, with significant momentum in the system, the second half of the year could see some strategic and financial deal-making on par with or in excess of 2016. We expect larger banks to continue to acquire fintech capabilities and evaluate which businesses are core to their strategy and divesting those that no longer fit, smaller banks continuing to consolidate and private equity firms to continue to monetize remaining crisis-era investments.

Acquire or Be Acquired Perspectives: How to Address the Social Issues of M&A


culture-5-4-18.png	Steele_Sally.pngThis is the final installment in a five-part series that examines the bank M&A market from the perspective of five attendees at Bank Director’s Acquire or Be Acquired conference, which occurred in late January at the Arizona Biltmore resort in Phoenix.

Read the perspectives of other industry leaders:
John Asbury, president and CEO of Union Bankshares
Gary Bronstein, a partner at Kilpatrick Townsend & Stockton LLP
Eugene Ludwig, founder and CEO of Promontory Financial Group
Kirk Wycoff, managing partner of Patriot Financial Partners, L.P.


It is tempting to think that last year’s tax cuts will spur deal-making in the bank industry. The cuts have driven up profits and bolstered valuations, with bank stocks trading at their highest earnings multiples since before the financial crisis. But deal volume ebbed instead of flowed last year.

“The tax reform allows potential sellers to wait longer to see how things evolve,” says Sally Steele, chairwoman of Community Bank System, Inc., an $11-billion bank based in Dewitt, New York.

Steele made this point while attending Bank Director’s 2018 Acquire or Be Acquired conference in January at the Arizona Biltmore resort in Phoenix. Her perspective on the M&A landscape is one of five that Bank Director cultivated from attendees at the event.

Whether it is prudent for a bank to sit on the sidelines as things evolve, rather than take advantage of a high valuation, is a risk—particularly when it comes to regulation. “You might have a four-year window where we have a kinder, gentler regulatory environment,” Steele notes.

All of this speaks to the axiom that banks are sold, not bought. “Folks have to come to a decision that selling is a good strategy, whatever the motivation,” says Steele.

Value plays an obvious role in this decision, but it alone is not enough. Social issues involving leadership and culture also play a major role, Steele says.

For instance, succession is a perennial topic of conversation in the industry. As leaders retire, it can be hard to find successors that are qualified to step into the void. One way to address this is to sell the bank.

There are also times when the current leadership is not a good fit, irrespective of retirement. This came up in one of Community Bank System’s recent acquisitions, where the CEO was better suited to be a commercial lender than the CEO.

Steele speaks on these issues from experience, as she has served as a director of banks that have been both buyers and sellers.

Prior to serving on the board of Community Bank System, Steele was a director of Grange National Banc Corp., a Pennsylvania-based bank that grew to $278 million in assets before selling in 2003 to her current bank.

Since then, Community Bank System has acquired seven other banks, the biggest and most recent being Merchants Bancshares, a $1.9-billion bank based in Vermont, acquired last year.

The principal motivation for buyers tends to be growth. The bank industry has consolidated every year since 1984. Prior to that, the number of banks in the country tended to grow on an annual basis. Since then, it has dropped without interruption every year.

Given this, it is easy to understand why banks are so inclined to grow. There comes a point in a consolidating industry when the law of the jungle takes hold, forcing banks to choose between eating or being eaten.

This motivation helps explain the tendency for mergers and acquisitions to impair, as opposed to improve, shareholder value. It was the imperative to grow, after all, that led banks in the prelude to the financial crisis to acquire subprime mortgage originators, as Bank of America Corporation did with Countrywide Financial and Wachovia did with Golden West.

Regardless of the numbers, however, Steele emphasizes the central role that culture plays in the acquisition process. “From a buyer’s perspective, it’s about how the combination fits,” says Steele. “Fits in a lot of different ways, not only monetarily and economically, but also the culture is huge. Bringing in the wrong culture just doesn’t work. I don’t care what anybody says, it doesn’t work.”

As the chairwoman of an acquisitive bank, this is one reason Steele attends the annual Acquire or Be Acquired conference, coming four out of the last five years.

“I’ve been through the acquisition process, and it’s a scary thing,” says Steele. “There is a lot of distrust when folks start approaching you about that kind of thing. So having rapport and thinking, ‘Oh, I met that person at the conference.’ That’s helpful. So much of it is personal. I don’t care what anybody says.”

Acquire or Be Acquired Perspectives: Two Banking Megatrends to Watch For


megatrends-4-27-18.png	Bronstein_Gary.pngThis is the fourth in a five-part series that examines the bank M&A market from the perspective of five attendees at Bank Director’s Acquire or Be Acquired conference, which occurred in late January at the Arizona Biltmore resort in Phoenix.

Read the perspectives of other industry leaders:
John Asbury, president and CEO of Union Bankshares
Eugene Ludwig, founder and CEO of Promontory Financial Group
Kirk Wycoff, managing partner of Patriot Financial Partners, L.P.


There were two industry trends at the forefront of attendees’ minds at the 2018 Acquire or Be Acquired conference hosted earlier this year by Bank Director at the Biltmore resort in Phoenix: the heating up of technology and the cooling down of M&A.

This was echoed in a conversation that Bank Director had at the conference with Gary Bronstein, a partner at Kilpatrick Townsend & Stockton LLP, who presented at the event and said that his biggest takeaways came from conversations about technology.

Bronstein is one of five perspectives Bank Director cultivated about M&A following its annual conference in late January.
The bank industry is no stranger to changes, many of which have led commentators and industry observers in the past to proclaim the death of traditional banks. Yet, there was a palatable sense among bankers in Phoenix that the evolution in technology happening right now could indeed be different.

“What does all of this actually mean?” asked Bronstein. “It’s pretty general at this point, but the demographics are changing. There’s a recognition that, once you get below a certain age range, people stop going into branches.”

The impact of this is starting to be reflected by trends in deposit growth. “I thought it was interesting to learn that, historically, the community banks typically increased their deposit bases by taking customers away from larger banks, but it appears that this trend has reversed itself,” says Bronstein. “The largest banks in the United States are now organically growing deposits even though they pay rates that are considerably lower than what community banks pay.”

Bronstein notes that brand recognition is one explanation for this. “When a young person moves to a new place and they need to open a bank account, they pick a bank with a household name,” says Bronstein. But he also believes that it could be driven by the ability of large banks to afford better technology that better appeals to younger generations.

One consequence is that banks should prioritize efforts to recruit directors with technology experience. “It’s important to have the right kind of expertise on your board,” says Bronstein. “Banks have been good about having accounting expertise on their board because, particularly for public companies, you are essentially required to have that for your audit committee. But I think equally as important today is technology expertise. It is important to make the effort to try to find it.”

Whether a bank is successful at recruiting the right expertise depends in part on location. “In rural areas this can be more difficult,” says Bronstein. “In urban areas or around urban areas, there are plenty of prospects with technology experience out there. It’s just a question of picking the right person.”

In addition to conversations about technology, Bronstein also noticed at the 2018 Acquire or Be Acquired conference that bankers seem more optimistic than at any time over the past decade. But interestingly, that optimism does not appear to be filtering through to M&A activity.

What’s causing this juxtaposition? There are few likely culprits, Bronstein notes.

The first is that there are not as many buyers in the market. “A theme at the conference was recognition on the part of people involved in bank M&A on a daily basis, including myself, that in many markets there is a limited number of buyers,” says Bronstein.

Underlying this is the perception that it is safer and simpler to grow organically. “There are some banks that have come to the conclusion that they do not want to be buyers,” says Bronstein. “They do not want to take on the risk. They do not want to do the work because it is not an effective use of their management capital.”

Another reason Bronstein offers for the underwhelming M&A market is that only a limited number of banks have currencies that are potent enough to make highly accretive acquisitions.

Many banks are trading for high multiples to their earnings, of course, but the problem is that much of the industry is in the same boat. This leaves few opportunities for banks with high valuations to realize earnings and book value accretion from the acquisition of banks with low valuations.

There’s also the simple matter of arithmetic. As the bank industry consolidates, with an average of 4 percent of banks disappearing by way of merger or acquisition each year, the number of prospective targets shrinks. And to Bronstein’s earlier point, this is a trend that is only likely to continue as community and regional banks seek the scale needed to compete against the technology offerings of the big banks.

Acquire or Be Acquired Perspectives: One True Thing About Banking and Finance


strategy-4-20-18.pngLudwig, Gene.pngThis is the third in a five-part series that examines the bank M&A market from the perspective of five attendees at Bank Director’s Acquire or Be Acquired conference, which occurred in late January at the Arizona Biltmore resort in Phoenix.

Read the perspectives of other industry leaders:
John Asbury, president and CEO of Union Bankshares
Gary Bronstein, a partner at Kilpatrick Townsend & Stockton LLP
Kirk Wycoff, managing partner of Patriot Financial Partners, L.P.


If you have seen as many cycles in the bank industry as Eugene Ludwig, founder and CEO of Promontory Financial Group and a former comptroller of the currency, you know the time to be most vigilant is not when things seem bleak, but instead when things seems brilliant.

“The one thing I’m certain of is that the good times may go on for a year, two years, five years, seven years, but they will not go on forever,” says Ludwig. “Those folks that continue to be disciplined…will make it through good times and have advantages in bad times. Those that are imprudent will be gone.”

Ludwig made this point while attending Bank Director’s most recent Acquire or Be Acquired conference held earlier this year at the Arizona Biltmore resort in Phoenix. Ludwig’s perspective on banking and the M&A landscape is one of five that Bank Director has solicited from attendees at the annual conference.

“We’re obviously in good times,” says Ludwig. “The general spirit of the community banking session I popped into was upbeat and optimistic. Also, as Marshall McLuhan said, ‘The message is in the medium.’ The medium here is the size of the audience—1,100 people. Audiences tend to slim out in tough times. Having said that, I think people are sober about the challenges the banking industry faces.”

When Ludwig talks about the challenges banks confront, the first thing he talks about is technology, “both accepting new technologies and being able to utilize them effectively on one hand and also not losing customers to new entrants in the marketplace on the other hand.”

One upside for community banks, says Ludwig, is that they seem to be less vulnerable than regional and money center banks to the threat posed by the largest technology companies with the deepest pockets.

“I think Amazon and Google most likely will be more threatening to the mid- and large-sized institutions than the small ones—though still very threatening because the consumer loan business, where they will focus, is fundamentally not a community bank business or even a particularly regional bank business,” says Ludwig. “That’s a big bank business or specialty lender business.”

The same is true on the liability side of the balance sheet, says Ludwig. “The heart of community banking is core deposits and deposit-taking. As a big commercial entity, it’s still perhaps less likely that Amazon is able to get a bank charter with access to deposit insurance so it’s at a disadvantage in terms of core deposits and having a full suite of banking services the way banks do. If Amazon does get a charter, or the equivalent, then the community bank still—at least for a time—has community feel and touch and personal ties that will prove highly beneficial to it compared to other deposit gatherers.”

In addition to technology, discussions about the state of the M&A market obviously loomed large at this year’s Acquire or Be Acquired conference. Ludwig agrees with other industry observers who have characterized the current M&A activity as lukewarm.

“It is one of those promises of things to come that for a long time hasn’t come,” says Ludwig. “There is of course M&A activity, but there has been a belief among some that there would be an explosion in activity and that hasn’t happened.”

Ludwig’s comments echo those of fellow conference attendee Kirk Wycoff, managing partner of Patriot Financial Partners, a private equity firm based in Philadelphia. An average of 4 percent of banks enter into mergers or acquisitions each year, notes Wycoff in an interview with Bank Director. There is variation from year to year, but it tends to be on the margin and the absolute number of transactions should trend lower as the industry consolidates.

Ludwig points to two reasons for what seems to be the recent and modest lull in M&A activity. First, with bank valuations at their highest level in a decade, deals continue to look expensive in many parts of the country. And on a more granular basis, Ludwig notes “there is less differentiation among valuations within the industry than one would expect” given the differences among bank franchises. “Having said that, every now and then, this can also produce profound opportunity because individual institutions hit air pockets or run out of management gas,” he says. “So there are definite opportunities in the marketplace.”

The thing to watch in this regard is the quality of a bank’s deposit franchise. “If you run bank valuations in the community banking sector, and I’ve owned a couple in my time, it’s all about the deposits,” says Ludwig.

I think that we’re getting into an era where deposit funding will be at a premium,” Ludwig continues. “When we started Promontory Interfinancial Network in 2001, banks were crying for deposits, [unlike] the last few years. (Editor’s note: Ludwig was one of Promontory Interfinancial Network’s founders and currently serves as chairman of the board, although the companies operate independently. Ludwig sold Promontory Financial Group to IBM Corp. in 2016 and continues as its CEO.) It may not go back to that, but it could. One thing true of banking and finance is that it’s cyclical. As Mark Twain said: ‘History may not repeat itself, but it rhymes.’”

Acquire or Be Acquired Perspectives: A Bank Investor Talks M&A


acquisition-4-13-18.pngWycoff, Kirk.pngThis is the second in a five-part series that examines the bank M&A market from the perspective of five attendees at Bank Director’s Acquire or Be Acquired conference, which occurred in late January at the Arizona Biltmore resort in Phoenix.

Read the perspectives of other industry leaders:
John Asbury, president and CEO of Union Bankshares
Gary Bronstein, a partner at Kilpatrick Townsend & Stockton LLP
Eugene Ludwig, founder and CEO of Promontory Financial Group


It’s tempting to think that rising profits and higher stock valuations will spur merger and acquisition (M&A) activity in the bank industry. But that isn’t necessarily the case, says Kirk Wycoff, managing partner of Patriot Financial Partners L.P., a Philadelphia-based private equity fund that invests in banks with between $500 million and $5 billion in assets.

Wycoff characterizes the current M&A landscape as lukewarm. He gives it a grade of B. “About 4 percent of the industry consolidates every year,” he notes. “So 25 years ago, when there were 15,000 banks, there were 600 bank transactions a year. Now there are 6,000 banks, which translates into 240 transactions a year. The investment bankers always say, ‘Next year is going to be the best year ever,’ yet it’s always around 4 percent.”

There is no way to predict future transaction volumes with precision, of course, but Wycoff brings a lot of experience to bear on the issue. From 1991 to 2004, he was chairman and CEO of Progress Financial Corp., growing the Philadelphia-based bank from $280 million in assets to $1.2 billion before selling it to FleetBoston Financial Corp. After Bank of America Corp. bought FleetBoston in 2005, Wycoff founded Philadelphia-based Continental Bank. It became the fastest-growing de novo bank opened in the four years before the crisis and was sold in 2014 to Bryn Mawr Bank Corp., a $4.5 billion bank in neighboring Bryn Mawr, Pennsylvania. And since 2007, Wycoff has been a managing partner at Patriot Financial Partners.

Wycoff shared his perspective as a private equity investor on the M&A landscape with Bank Director at its latest Acquire or Be Acquired conference, held earlier this year at the Arizona Biltmore resort in Phoenix, Arizona. Wycoff’s perspective is one of five Bank Director has cultivated about the M&A landscape following the annual conference.

“I’ve been coming here for 24 years, both for the industry data that the presenters present and for the ideas on how to improve my companies,” says Wycoff. “I was a CEO the first 13 years I came here, so I used a lot of the ideas I picked up to improve the banks I was running. Since I’ve been an investor for the last 11 years we’ve been meeting our banks here, encouraging some of our banks and their boards to come here to learn about mergers and acquisitions, about concepts around accretion and dilution, about governance and the whole process of, if you need to do something strategically, how to do it right.”

Wycoff has a unique perspective on the relationship between profitability and M&A activity. The typical assumption is that higher profitability will spur transactions. It’s at the top of the cycle, after all, when buyers are flush with cash and sellers salivate at the prospect of high valuations. But Wycoff thinks there’s another way to look at this.

People should think about the value of their bank as if M&A didn’t exist,” he says. “When banks return 15 percent on equity, which they’re on their way to doing, M&A becomes a much less necessary part of the plan because at that rate you’re going to double your capital every six years.”

Given the salutary impact of last year’s tax cuts, combined with the favorable operating environment, the industry could soon find itself in this situation. “As an investor, what struck me at this year’s conference is how good things are,” says Wycoff. “We’ve been in a very, very good credit environment, the industry has tremendous amount of capital, people are very optimistic and earnings are going up because of the tax bill.”

It’s in times like these that investors and board members need to avoid being lulled into a false sense of security, says Wycoff.

“CEOs will tell boards they deserve bonuses based on more earnings from tax reform when they maybe didn’t drive deposits or customer engagement or more margin.” Wycoff’s point is that now isn’t the time to become complacent. Instead, banks should be vigilant about operating expenses.

As an investor, Wycoff is also watching the evolution of bank stock ownership. The proliferation of exchange-traded funds and robo-advisors could detach bank valuations from fundamental performance, says Wycoff. This would create arbitrage opportunities for savvy investors, but it would break the feedback loop between the market and executives running banks. “That’s difficult because you like to think as a CEO or an investor that if a company does the right things, you get rewarded in your stock price.”

Fuller coffers also raise the importance of capital allocation. Should rising profits be used to increase dividends, accelerate stock buybacks, invest in the business or a combination of the three? That’s the question, notes Wycoff. “I hope that this additional profitability, which will inevitably drive stock prices higher for the banks that are doing well, isn’t frittered away on things that don’t create long-term value for shareholders.”