The Missing Piece in Community Bank M&A

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The community bank space is consolidating at a blistering pace, but buyers may be overlooking a key consideration when thinking about mergers and acquisitions. Prospective buyers should consider how other footprints complement growth opportunities against their own, lest they make critical and expensive mistakes. In this video, Kamal Mustafa, chairman of the Invictus Group, explains why bank buyers should assess a target’s footprint, and how to value the industries and lending opportunities within a new market.

  • Market Considerations and Assessments
  • Focusing on Industries, Not Loans
  • Target Valuations

The Role of Transfer Agents in Corporate Actions

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When it comes to corporate actions, some are routine and some are highly complex, but no two are exactly alike. But they all require a competent and experienced transfer agent.

A corporate action is any undertaking by an organization, public or private, that impacts the stock, the way it is traded or the company’s bondholders or shareholders. An action can be as simple as paying a dividend, or as complex as a Reverse Morris Trust transaction. More complicated events tend to involve the exchange of securities, a new entity or the creation of a new shareholder base. Any corporate action that involves shareholders requires a transfer agent; if two companies are involved, they can select either company’s transfer agent to handle the action.

Common corporate actions include:

  • deSPACs
  • Mergers and acquisitions
  • Initial and secondary public offerings
  • Spin-offs
  • Dutch auctions
  • Tender offers
  • Reorganizations
  • Exchanges
  • Emergence from bankruptcy
  • Corporate rebranding
  • Forward or reverse stock splits
  • Rights offerings

Corporate actions can be stressful for everyone involved. There’s a high level of complexity, involving several different entities, with lots of moving parts. These actions require knowledge, excellent communication and perfect timing. If something goes wrong, there are no do-overs.

An experienced transfer agent can take the pressure off the company’s shoulders and guide everyone through the process. They work with the legal, trading, and settlement teams to make sure everyone fully understands the transaction and the timing. Part of that is knowing and following best practices for each type of corporate action to anticipate and prevent problems.

Five Things to Help See the Bigger Picture
Communication is the most important aspect of a successful corporate action. The involvement of multiple entities means greater coordination — everybody needs to be on the same page. A transfer agent can orchestrate this process and provide the consistency of a single point of contact. Most companies rely heavily on their legal advisors to guide them through a corporate action. While a law firm may fully understand the objectives and the legalities of the transaction — depending on the complexity of the transaction — they may not always be familiar with the trading aspect or the settlement aspect. There may also be inconsistencies with handlings various tasks at a law firm. That’s where a transfer agent comes in.

5 important things to consider:

  1. There is no “one size fits all” process.
  2. Actions may involve a high level of complexity with numerous entities.
  3. It’s critical that everyone is on the same page.
  4. Companies have a choice in who they engage to handle this process.
  5. Firms have only one chance to get it right.

A transfer agent with lots of corporate actions experience is often the best choice to facilitate the process. An agent acts as the conduit from the legal team to the trading team (wherever the stock is traded or not traded), to the settlement team at the Depository Trust Company (DTC). They know who to talk to and when, what’s expected and how it has to work. They will layout a timeline, down to the day, for each step.

The transfer agent is not just a facilitator; they’re a trusted partner acting on behalf of the company that engaged them. In addition to strategic advice, the transfer agent assists with the vital functions of payments, reporting and mailings, including:

  • Shareholder materials
  • Shareholder communication
  • Processing and mailing of proceeds
  • Advice regarding communication with exchanges and settlement facilitators
  • Tax reporting
  • Post-merger services

Engaging a transfer agent can help your next corporate action or transaction go smoothly and keep shareholder engagement strong.

The Merger Compliance Issue You May Not Have Considered

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2022 will clearly be a challenging year for bank mergers, with the marketing and communication tools requiring extra attention and effort.

Government agencies continue to review bank mergers more closely; one area impacted by the growing oversight climate is the marketing and communication banks use to announce mergers and welcome newly acquired account holders. These tools are the first items and messages that account holders and staff encounter, but are far too often, they are the last thing bankers review in the process of completing a merger.

When we discuss merger communication planning and execution with our clients, both pre- and post-purchase, we spend the most time talking about the following three issues:

1. Getting solid, manageable, actionable data from the acquired institution
We find that many financial institutions that are acquired have been anticipating such a transaction for a number of years. As such, core systems and files may not be completely up to date; investments in technology upgrades and certain housekeeping details may have been deferred or even scrapped.

On the top of that list is the master  customer information file, or MCIF, or scrubbing the core database for customer contact details and transaction history. The prime culprit is e-Statements; their popularity has reduced the number of mailed physical statements, which generate a change of address notification if they’re returned. Fortunately, there are a number of tools and strategies available to fix this problem. We also encourage our clients to explore this during the pre-purchase phases, in case updating the data requires a costly solution that needs to be negotiated into the final deal. We believe regulators may want to know that customers have received these disclosures — having the right address is a big part of that.

2. Weaving customer advocacy into welcome materials
The new compliance culture is driving more concise and clear messaging for the account holder; the primary contact points coming through online or web communications, along with printed welcome material that goes out with the disclosures. This does not mean “dumb down” your messaging; it is our opinion that this includes presenting the account holder with impact points and advocacy in the clearest possible terms. This is a direct response to the new wave of consumer awareness and advocacy that we see in other parts of banking, like mortgage.

Specifically, in the welcome materials, there is a balance between brand and awareness messaging and instructions for the new account holder. Banks must adjust this combination to create an even mix of both. When in doubt, perfect the message towards the account holder. We advise our clients to consider including strong presentations concerning:

  • What is changing and when.
  • Different methods for getting questions answered or product help.
  • Clear explanations of the features and benefits offered to the account holder.
  • Introduction to new services like digital banking.

Serial acquirers should pay close attention to this; they can fall into the trap of dusting off the material from the last merger, making a few adjustments and moving along. It is our observation that material that may have been delivered more than six months ago may not meet current regulatory oversight needs. (Check out our article in the first quarter 2022 issue of Bank Director magazine for more on this important issue.)

3. Personalization
We struggle to understand why financial institutions send out large — more than 30 pages, in addition to the disclosures — welcome information kits. It is not only much more expensive than necessary and environmentally unfriendly — it makes it harder for the consumer to find the information that applies to them.

There are two parts to this. First, print-on-demand materials means creating welcome kits can be as economical as static materials in all but the smallest mergers. Second, this setting allows you to target the right message to the right household or business. This allows the acquirer to get solid data, complete account mapping and tackle the most challenging task: programming the algorithms to make sure the right material gets to the right household or business.

Positive Outlook for Bank M&A as the Pandemic Subsides

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Will there be an acceleration of bank merger and acquisition activity in 2021 and beyond?

The short answer is yes.

As the Covid-19 pandemic recedes, we expect bank M&A activity to rebound, both in terms of branch and whole-bank acquisitions. Banks and their advisors have evolved since the pandemic’s onset forced office closures and the implementation of a new remote working environment. In the past year, institutions and their boards of directors improved technology and online banking capabilities in response to customer needs and expectations. They also gained substantial experience providing banking products and services in a remote environment. This familiarity with technology and remote operations should cause acquirors and sellers alike to reconsider where they stand in the M&A market in 2021 and beyond.

We see a number of factors supporting an improved M&A market in 2021. First, many acquirors and potential deals were sidelined in the spring of 2020, as the pandemic’s uncertainty setting in and the markets were in turmoil. We expect a number of these deals to be rekindled in mid- to late-2021, if they haven’t already resurfaced. We also expect a robust set of acquirors to return to the market looking to add deposits, retail and commercial customers, lending teams, and additional capabilities.

Second, there remains a growing number of small banks struggling to compete that would likely consider potential merger partners with similar cultures and in similar geographic markets. Similarly, risk management and compliance costs continue to challenge bank managers amid tough competition from community banks, credit unions and other non-bank financial institutions. Some small banks have also struggled to provide the digital offerings that have become commonplace since the pandemic began. These challenges are sure to have smaller banks considering merger partners or new investors.

Third, larger banks are looking to grow deposits and market share as they look to compete with more regional players that have the necessary compliance infrastructure and digital offerings. We expect these more regional players to use acquisition partners as a way to grow core deposits and increase efficiencies. Acquiring new deposits and customers also affords these regional banks the ability to cross-sell other products that smaller banks may not have been able to offer the same customers before — increasing revenue in a sustained low-interest rate environment.

Finally, the low-interest rate environment has opened the capital markets to banks of all sizes looking to raise subordinated debt, which may support community bank M&A. Many subordinated debt offerings are priced in the 4% to 5% range, and often are oversubscribed within just a few days. Banks have found these offerings to be an attractive tool to pay off debt with higher interest rates, fund investments in digital infrastructure, provide liquidity to shareholders through buyback programs and seek branch or whole-bank acquisition targets.

We are already seeing activity pick up in bank M&A, and expect that as the economy — and life itself — begins to normalize in 2021, more transactions to be announced. The prospects for an active merger market in 2020 were cut off before spring arrived. This year, as we approach spring once again, the M&A market is not likely to return to pre-pandemic levels, but the outlook is certainly much more optimistic for bank M&A.

Bank Compensation: Should You Award a Transaction Bonus?

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incentive-pay-10-12-16.pngWhen a bank suddenly finds itself in the midst of a sale, merger, or other strategic transaction, retaining key talent and senior leadership becomes critical. Without proper incentives, executives can be left to wonder whether impending changes align with their own economic interests and long-term career goals. Banks need their key players to remain sharply focused on maintaining and growing the existing business, while simultaneously handling the increased responsibilities of working through a potential transaction.

While banks typically have change-in-control (CIC) severance and equity arrangements in place for senior executives, retention bonuses—and in special cases “transaction bonuses”—may be implemented as a deal is contemplated.

When establishing awards, banks should be mindful of the total retention opportunities for the group, including potential severance and equity vesting upon termination or CIC. Awards approved should be reasonable on a standalone basis, in the aggregate when considering all CIC-related costs, and relative to deal size. When current severance, equity, and other CIC related benefits are sufficient, there may be no need for additional transaction compensation.

Used less frequently than other retention vehicles, transaction bonuses can be used to motivate executives throughout the business sale process. They are usually paid in cash upon or shortly following a deal closing, although some awards are in shares. Terms vary based on the role a key executive will play.

  • For the deal makers, the select group of executives that are responsible for driving deal terms and value, a transaction bonus can be fairly significant and often is determined as a fixed dollar value, a percentage of the equity transaction value, or fixed number of shares. Some awards are hinged on the attainment of strategic performance goals or metrics such as negotiating a threshold transaction price.
  • For key administrators, those senior level executives critical to managing the due diligence and sale process, transaction bonuses are typically used to compensate for the additional work required. These awards tend to be smaller, taking the form of fixed cash bonuses determined based on a percentage of an executive’s base salary with amounts increasing as desired retention periods lengthen.

To understand how banks are using this incentive, we examined public disclosures over the last five years for the acquisitions of 88 public banks.

  • Of those, just a small number (17 percent) disclosed paying transaction bonuses to their named executive officers (NEOs). In contrast, about a third (31 percent) of the banks reported paying retention bonuses with service periods extending beyond closing. When transaction bonuses were paid, over half of the banks (53 percent) disclosed that there would be no further cash severance benefit provided.
  • Transaction award amounts were extremely varied based on the specific circumstances and size of each transaction and each individual’s contribution. When paid, aggregate awards to all NEOs ranged between $55,000 to over $10 million (on an absolute basis). Aggregate awards as a percentage of transaction values ranged from 0.15 percent at the 25th percentile to 1.36 percent at the 75th percentile with a midpoint of 0.78 percent. Percentages in relation to deal size tended to decrease as the deal size increased.

When considered on the eve of deal, legal and compensation advisors should be actively involved in the design and approval process; banks will be under a heightened level of scrutiny to demonstrate the prudence of their decisions. Also, banks should be mindful of institutional shareholder and shareholder advisory services concerns and a number of tax, legal, and accounting potholes. For example, Internal Revenue Code Section 280G applies when the present value of all payments related to a CIC equals or exceeds three times the individual’s base amount (i.e., an individual’s five-year average W-2 earnings). When 280G is triggered, punitive excise tax penalties apply and intended CIC benefits can be significantly eroded.

In practice, transaction bonuses for senior executives are paid much less frequently than compared to standard retention awards and tend to cover a smaller, more senior group of executives. However, for deal makers, these awards can be a significant incentive and worth considering since they are meant to reward value realization. For key administrators, transaction awards are sized to effectively compensate for the additional time and effort needed to bring a transaction to close. Transaction awards may provide the right retention hold and motivation when severance and equity benefits are insufficient to retain senior level executives through or shortly following close and may help your institution get a deal over the finish line.