AMERIBOR Benchmark Offers Options for Bank Capital Raises

Written by

Banks that belong to the American Financial Exchange (AFX) are not waiting until 2021 to make the switch away from the troubled London Interbank Offered Rate, or LIBOR, interest rate benchmark for pricing their offerings in the capital markets.

These institutions, which represent $3 trillion in assets and more than 20% of the U.S. banking sector, are using AMERIBOR® to price debt offerings now. They say AMERIBOR®, an unsecured benchmark, better reflects the cost of funds as represented by real transactions in a centralized, regulated and transparent marketplace. The benchmark has been used to price loans, deposits, futures and now debt — a critical step in a new benchmark’s development and financial innovation.

In October, New York-based Signature Bank announced the closing of $375 million aggregate principal amount of fixed-to-floating rate subordinated notes due in 2030 — the first use of AMERIBOR® in a debt deal. The notes will bear interest at 4% per annum, payable semi-annually. For the floating component, interest on the notes will accrue at three-month AMERIBOR® plus 389 basis points. The offering was handled by Keefe Bruyette & Woods and Piper Sandler. The transaction was finalized the first week of October 2020.

Signature Bank Chairman Scott Shay highlighted the $63 billion bank’s involvement as a “founder and supporter” of AFX.
“We are pleased to be the first institution to use AMERIBOR® on a debt issuance. … AMERIBOR is transparent, self-regulated and transaction-based, and we believe that it is already a suitable alternative as banks and other financial institutions transition away from LIBOR,” Shay said.

The inaugural incorporation of AMERIBOR® in a debt offering paves the way for more debt deals and other types of financial products linked to the benchmark. The issuance adds to the list of U.S. banks that have already pegged new loans to the rate, including Birmingham, Alabama-based ServicFirst Bancshares, Boston-based Brookline Bancorp and San Antonio-based Cullen/Frost Bankers. As AFX adds to deposits, loans and fixed income linked to AMERIBOR, the next risk transfer instrument up for issuance will be a swap deal.

Banks of all sizes have options to choose from when it comes to an interest rate benchmark best suited to their specific requirements. AMERIBOR® was developed for member banks and others that borrow and lend on an unsecured basis. Currently, AFX membership across the U.S. includes 162 banks, 1,000 correspondent banks and 43 non-banks, including insurance companies, broker-dealers, private equity firms, hedge funds, futures commission merchants and asset managers.

This article does not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any offer, solicitation or sale of any notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Why Two Community Banks Raised Debt to Repurchase Shares

Written by

The coronavirus pandemic has motivated some banks to raise capital and others to repurchase shares.

Two banks opted to do both.

These institutions recently paired subordinated debt raises to buy back discounted shares in immediately accretive transactions. Leadership of both banks attribute the pair of opportunities — and the pricing they were able to obtain — to the pandemic, and other community banks could make a similar trade.

“What had happened was a perfect storm of an opportunity to buy back at a pretty good discount because of the Covid-19 impact on financial stocks, and the popularity or the market that had developed for subordinated debt,” says Paul Brunkhorst, CEO of Crazy Woman Creek Bancorp in Buffalo, Wyoming.

The bank constructed a twofer trade that would leverage investors’ demand for yield while capitalizing on the persistent discount in its shares. Brunkhorst reached out to a larger in-state financial institution about a $2 million private placement of its subordinated debt at a 5% rate; he says the direct placement kept pricing low for the $138 million bank. Crazy Woman Creek then repurchased 15% of its outstanding common stock. The transactions were included in the same Aug. 18 release.

“It wasn’t taken lightly. We are affecting shareholder value in a positive manner. We’re also incurring this debt, so we better be darn sure of the capital position, the asset quality and the regional economy,” he says. “We were comfortable going after the subordinated debt with the primary reason of repurchasing those shares.”

Executives at Easton, Maryland-based Shore Bancshares decided to pad robust capital levels with an additional $25 million in subordinated debt as “safety capital” at the end of August.

So far, the safety capital hasn’t been needed. Second loan modification requests declined to about 10%, and the $1.7 billion bank has yet to experience defaults. Management decided to deploy $5.5 million of those newly raised funds toward restarting its halted share repurchase program at the beginning of September.

The repurchase, which required sign off from the Federal Reserve, was immediately accretive to tangible book value. If fully exercised, the buyback would reduce share count by 4.5%.

“When you can buy stock back at 60% or 70% of tangible book, that’s probably the best thing you could ever do for your shareholders,” says CEO Lloyd “Scott” Beatty Jr. “In terms of rewarding them, I can’t think of a better way to do it.”

Both executives say shareholders have been pleased with the buyback announcements. They also found the capital raise to be straightforward and relatively quick, with healthy demand and pricing. Brunkhorst says he’s surprised more banks haven’t cut out the middleman to solicit demand and conduct their own private placements. It was Shore’s first time raising sub debt; its offering carried a rating from Kroll Bond Rating Agency and a price of 5.38%.

“I would say probably if you’re thinking about [raising capital], I’d get out there as soon as possible. There’s a lot of activity in this,” Beatty says. “I’d be inclined to pick your investment banker and get out and enter the market as quickly as you can.”

Community Banks Are Buying Back Stock. Should You?

Written by

Banks are making lemonade out of investors’ lemons — in the form of buybacks.

Fears about how the coronavirus will impact financial institutions has depressed bank valuations. A number of community banks have responded by announcing that they’ll buy back stock.

Bank Director reached out to Eric Corrigan, senior managing director at Commerce Street Capital, to talk about why this is happening.

The Community Bank Bidder
Much of the current buyback activity is driven by community banks with small market capitalizations. The median market cap of banks announcing new buybacks now is $64 million, compared to a median of $377 million for 2019, according to an Aug. 27 report from Janney Montgomery Scott.

One reason community banks might be buying back stock now is that their illiquid shares lack a natural bidder — a situation exacerbated by widespread selling pressure, Corrigan says. By stepping in to buy its own stock, a bank can help offset the absence of demand.

“You can help support it or at least mitigate some of the downward pressure, and it doesn’t take a lot of dollars to do that,” he says.

Buybacks Are Accretive to Tangible Book Value
Many bank stocks are still trading below tangible book value. That makes share buybacks immediately accretive in terms of both earnings per share and tangible book value.

“If you can buy your stock below book value, it’s a really attractive financial trade. You are doing the right thing for shareholders, you’re supporting the price of the stock, and financially it’s a good move,” Corrigan says.

Buying Flexibility
Share buyback announcements are a statement of intention, not a promise chiseled in stone. Compared to dividends, buybacks offer executives the flexibility to stop repurchasing stock without raising concerns in the market.

“If you announce a buyback, you can end up two years later with exactly zero shares bought,” Corrigan says. “But you signaled that you’re willing, at a certain price under certain circumstances, to go out there and support the stock.”

Buybacks Follow Balance Sheet Bulk-Up
Many of the nation’s largest banks are under buyback moratoriums intended to preserve capital, following the results of a special stress test run by the Federal Reserve. Banks considering buybacks should first ensure their balance sheets are resilient and loan loss provisions are robust before committing their capital.

“I think a rule around dividends or buybacks that’s tied to some trailing four-quarter performance is not the worst thing in the world,” he says. “The last thing you want to do is buy stock at $40 and have to issue it at $20 because you’re in a pinch and need the equity back.”

Many of the banks announcing repurchase authorizations tend to have higher capital levels than the rest of the industry, Janney found. The median total common equity ratio for banks initiating buybacks in 2020 is about 9.5%, compared to 9.1% for all banks.

Why a Buyback at All?
A stock price that’s below the tangible book value can have wide-ranging implications for a bank, impacting everything from a bank’s ability to participate in mergers and acquisitions to attracting and retaining talent, Corrigan says.

Depressed share prices can make acquisitions more expensive and dilutive, and make potential acquirers less attractive to sellers. A low price can demoralize employees receiving stock compensation who use price as a performance benchmark, and it can make share issuances to fund compensation plans more expensive. It can even result in a bank taking a goodwill impairment charge, which can result in an earnings loss.

Selected Recent Share Repurchase Announcements

Bank Name Location, Size Date, Program Type Allocation Details
Crazy Woman Creek Bancorp Buffalo, Wyoming
$138 million		 Aug. 18, 2020
Authorization		 3,000 outstanding shares,
or ~15% of common stock
PCSB Financial Corp. Yorktown Heights, New York
$1.8 billion		 Aug. 20, 2020
Authorization		 Up to 844,907 shares, or
5% of outstanding common stock
First Interstate BancSystem Billings, Montana
$16.5 billion		 Aug. 21, 2020
Lifted suspended program		 Purchase up to the remaining
~1.45 million shares
Red River Bancshares Alexandria, Louisiana
$2.4 billion		 Aug. 27, 2020
Authorization		 Up to $3 million of outstanding shares
Investar Holding Corp. Baton Rouge, Louisiana
$2.6 billion		 Aug. 27, 2020
Additional allocation		 An additional 300,000 shares,
or ~3% of outstanding stock
Eagle Bancorp Montana Helena, Montana
$9.8 billion		 Aug. 28, 2020
Authorization		 100,000 shares,
~1.47% of outstanding stock
Home Bancorp Lafayette, Louisiana
$2.6 billion		 Aug. 31, 2020
Authorization		 Up to 444,000 shares,
or ~5% of outstanding stock
Mid-Southern Bancorp Salem, Indiana
$217 million		 Aug. 31, 2020
Additional allocation		 Additional 162,000 shares,
~5% of the outstanding stock
Shore Bancshares Eston, Maryland
$1.7 billion		 Sept. 1, 2020
Restatement of program		 Has ~$5.5 million remaining
of original authorization
HarborOne Bancorp Brockton, Massachusetts
$4.5 billion		 Sept. 3, 2020
Authorization		 Up to 2.9 million  shares,
~5% of outstanding shares

Source: Company releases

Banks Tap Capital Markets to Raise Pandemic Capital

Written by

Capital markets are open — for now — and community banks have taken note.

The coronavirus pandemic and recession have created an attractive environment for banks to raise certain types of capital. Executives bracing for a potentially years-long recession are asking themselves how much capital their bank will need to guard against low earnings prospects, higher credit costs and unforeseen strategic opportunities. For a number of banks, their response has been to raise capital.

A number of banks are taking advantage of interested investors and relatively low pricing to pad existing capital levels with new funds. Other banks may want to consider striking the markets with their own offerings while the iron is hot. Most of the raises to-date have been subordinated debt or preferred equity, as executives try to avoid diluting shareholders and tangible book value with common equity raises while they can.

“I think a lot of this capital raising is done because they can: The markets are open, the pricing is attractive and investors are open to the concept, so do it,” says Christopher Marinac, director of research at Janney Montgomery Scott. “Banks are in survival mode right now. Having more capital is preferred over less. Hoarding capital is most likely going to be the norm — even if it’s not stated expressly — that’s de facto what they’re doing.”

Shore Bancshares’ CEO Lloyd “Scott” Beatty, Jr. said the bank is “cautiously optimistic” that credit issues will not be as dire as predicted. But because no one knows how the recession will play out, the bank decided to raise “safety capital” — $25 million in subordinated debt. The raise will grow the bank’s Tier 2 capital and boost overall risk-based capital from 14.1% to about 16%, according to analysts.

“If credit issues do not develop, we will be in a position to use this capital offensively in a number of ways to improve shareholder value,” Beatty said in the Aug. 8 release.

That mindset resonates with Rick Weiss, managing director at PNC’s Financial Institutions Group, who started his career as a regulator at the U.S. Securities and Exchange Commission.

“I’ve never seen capital I haven’t liked,” he says. “I feel safer [when banks have higher] capital — in addition to avoiding any regulatory problems, especially in a bad economy, it gives you more flexibility with M&A, expanding your business, developing new lines, paying dividends, doing buybacks. It allows you to keep the door open.”

Raising capital is especially important for banks with thinner cushions. Republic First Bancorp raised $50 million in convertible preferred equity on Aug. 27 — a move that Frank Schiraldi, managing director at Piper Sandler & Co., called a “positive, and necessary, development.” The bank had capital levels that were “well below peers” and was on a significant growth trajectory prior to the pandemic. This raise boosts tangible common equity and Tier 1 capital by 100 basis points, assuming the conversion.

Banks are also taking advantage of current investor interest to raise capital at attractive interest rates. At least three banks were able to raise $100 million or more in subordinated offers in August at rates under 5%.

Lower pricing can also mean refinancing opportunities for banks carrying higher-cost debt; effortlessly shaving off basis points of interest can translate into crucial cost savings at a time when all institutions are trying to control costs. Atlantic Capital Bancshares stands to recoup an extra $25 million after refinancing existing debt that was about to reset to a more-expensive rate, according to a note from Stephen Scouten, a managing director at Piper Sandler. The bank raised $75 million of sub debt that carried a fixed-to-floating rate of 5.5% on Aug. 20.

Selected Capital Raises in August

Name Location, size Date, Type Amount, Rate
WesBanco Wheeling, West Virginia $16.8 billion Aug. 4, 2020
Preferred equity		 $150 million 6.75%
Crazy Woman Creek  Bancorp Buffalo, Wyoming
$138 million		 Aug. 18, 2020 Subordinated debt $2 million 5% fixed to floating
Republic First Bancorp Philadelphia, Pennsylvania
$4.4 billion		 Aug. 19, 2020 Preferred equity $50 million 7% convertible
Atlantic Capital Bancshares Atlanta, Georgia
$2.9 billion		 Aug. 20, 2020 Subordinated debt $75 million 5.5% fixed to floating
CNB Financial Clearfield, Pennsylvania
$4.5 billion		 Aug. 20, 2020 Preferred equity $60.4 million* 7.125%
Park National Co.       Newark, Ohio
$9.7 billion		 Aug. 20, 2020 Subordinated debt $175 million 4.5% fixed to floating
Southern National Bancorp of Virginia McLean, Virginia
$3.1 billion 		 Aug. 25, 2020** Subordinated debt $60 million 5.4% fixed to floating
Shore Bancshares Easton, Maryland
$1.7 billion		 Aug. 25, 2020 Subordinated debt $25 million 5.375% fixed to floating
Citizens Community Bancorp Eau Claire, Wisconsin $1.6 billion Aug. 27, 2020 Subordinated debt $15 million 6% fixed to floating
FB Financial Nashville, Tennessee $7.3 billion Aug. 31, 2020 Subordinated debt $100 million 4.5% fixed to floating
Renasant Corp. Tupelo, Mississippi
$14.9 billion		 Aug. 31, 2020 Subordinated debt $100 million 4.5% fixed to floating

*Company specified this figure is gross and includes the full allotment exercised by the underwriters.
**Date offering closed
Source: company press releases

Understanding Your Bank’s Capital Alternatives

Written by


capital-10-18-17.pngIt is crucial for executive management to engage their boards in practical conversations surrounding the raising of capital. Important questions include what form of capital is best from a strategic perspective, how much dilution to earnings per share (EPS) is acceptable and how soon can the dilution be earned back. To answer these questions, management must first have a solid understanding of each type of capital.

Common Equity
Common equity tends to receive the most favorable treatment from a regulatory perspective and is fully included in Tier 1 capital. This, however, comes at a cost beyond the 5 to 7 percent fee paid to your investment banker. A common equity raise increases the number of shares outstanding. This translates to dilution of earnings per share and existing ownership until the new capital is leveraged, or put to work.

When a bank undergoes a common equity raise, it also gives up ownership and voting rights. If the bank is unable to raise common equity at or above current tangible book value per share (TBVS), or is concerned with existing ownership dilution, it should seriously consider an alternative source of capital. Banks must have clearly defined parameters in place for raising capital, particularly its impact on TBVS and EPS.

When evaluating a common offering, two key considerations are: (1) whether to conduct a private offering or undergo an IPO, and (2) whether to raise capital internally or externally. Having a strategic plan in place is critical to ensure that the bank can execute on deploying capital and earning back the initial shareholder dilution.

IPO or No?
Not everyone needs to conduct an initial public offering (IPO), but for larger institutions or institutions seeking liquidity, it is an excellent option. An IPO provides liquidity for stockholders, generates capital to accelerate growth, and depending on trading volume establishes currency that can be utilized in acquisitions. Once an institution undergoes an IPO it has also created access to capital markets for follow-on offerings to continue to raise capital as needed. While IPOs provide a faster vehicle to raise capital, they also require more time from key management, detracting from their role in day-to-day operations.

Subchapter-S corporations must consider ramifications of increasing their shareholder base before triggering a requirement to convert to a stock corporation. Once an S-corporation exceeds 100 stockholders, it must convert to a C-corporation, which has immediate tax implications and changes in reporting requirements.

Private Placements
For smaller banks or institutions that are closely held, private placements may be preferable to an IPO. Although the timeframe for a private placement may be longer, less time is required from management. Private placements are limited to existing stockholders, accredited investors and qualified institutional buyers. While private placements are generally smaller and less dilutive to EPS, it can also may be difficult to raise larger amounts of capital using this vehicle. The bank will be able to remain private with less pressure to immediately leverage capital, allowing greater autonomy in strategic decisions.

Alternative Sources of Capital
Noncumulative perpetual preferred stock can be counted towards Tier 1 capital and can be used to increase tangible equity. Banks with a clean risk profile may be willing to operate with lower levels of tangible common equity and focus on bolstering tangible equity. Preferred stock is generally less expensive to raise, although there is a post-tax dividend that can range from 5 to 9 percent.

For banks with a holding company, another form of capital—debt—can be down-streamed in its entirety to common equity at the bank level. Debt is the least expensive form of capital, costing approximately 3 percent to raise with no dividends and tax-exempt interest expense.

Regardless of the approach used to raise capital, be realistic in how much you can effectively leverage. Excess capital may be viewed favorably from a regulatory perspective but can become a value detractor if not effectively deployed. This is particularly true for banks entertaining the possibility of a sale. Over-capitalized targets are likely to be priced on a leveraged capital approach, meaning that tangible common equity in excess of a certain percentage of average assets will be priced at 100 percent TBVS and only the leveraged portion of capital will receive a premium.

When raising capital in any form, proactively communicate with regulators and stockholders remembering that neither party likes surprises. Work with your financial advisor to run pro forma analyses on multiple scenarios and establish parameters for EPS and ownership dilution to maximize the impact of your capital raise.

A Second Life for an American Bank

Written by


bank-rebirth-8-18-16.pngThere were 437 bank failures in the United States between 2009 and 2012, according to the Federal Deposit Insurance Corp., most of them victims of the financial crisis and the sharpest economic downturn since the Great Depression. CalWest Bancorp was not one of them, despite experiencing some financial difficulties of its own during the crisis years, and today it faces a bright future with a successful recapitalization and reconstituted board.

As much as anything, the story of CalWest, a $136.6 million asset bank holding company based in Rancho Santa Margarita, California, is a strong vote of confidence for the potential of community banking. It is often said that small banks, especially those under $500 million and even $1 billion in assets, won’t be able to survive in a consolidating and increasingly competitive industry. The story of CalWest is about a group of professional investors who put $14 million into the bank and joined the board without compensation because they believe in the long-term future of their small community bank and are ready to roll up their sleeves and get to work.

Formed in 1999, CalWest has four branches in Southern California’s Orange County that uses three different names: South County Bank in Rancho Santa Margarita, where it has two branches, Surf City Bank in Huntington Beach and Inland Valley Bank in Redlands. President and Chief Executive Officer Glenn Gray says CalWest provides “white glove service” to a small and midsized businesses. “These are companies with probably $30 million or less in annual revenue, mostly family owned,” says Gray. “We focus on C&I lending, although we do commercial real estate [lending] as well.”

CalWest’s biggest problems during the recession were primarily bad commercial real estate loans and loans guaranteed by the Small Business Administration. The bank tried “quite a few different attempts” to either recapitalize or sell itself without success, according to Gray, although it did take approximately $5 million in Troubled Asset Relief Program (TARP) funds from the federal government in 2009. Attracted by the challenge of reviving a flagging franchise, Gray signed on as CEO in 2012, leaving a different Orange County community bank where he had been the CEO for six years. “I made the move primarily because of the opportunity to come into something that clearly needed to be fixed,” he explains. “I had a pretty good idea that it could be fixed. I like doing turnaround situations.” Gray was also drawn in by the chance to invest personally in the bank’s recovery.

The bank had entered into a consent agreement with its primary regulator, the Office of the Comptroller of the Currency, in January 2011, that among other things required it to raise its regulatory capital ratios. Gray spent the next couple of years cleaning up the loan portfolio and shrinking the bank’s balance sheet to improve its capital ratios, but wasn’t ready to raise new capital until 2015 when it retained Atlanta-based FIG Partners to manage a recapitalization of the bank. The effort ended up raising $14 million in fresh capital in December of last year from a group of private investors, although it actually had commitments for $30 million, according to Gray. The funds will be used to strengthen the company’s regulatory capital ratios, support its growth plans and retire the TARP funding. The consent order with the OCC was terminated in May.

One of those investors is Ken Karmin, chairman and CEO of Ortho Mattress Inc., a bedding retailer located in La Marada, California, and a principal in High Street Holdings, a Los Angeles-based private equity firm. Karmin had first met Gray shortly after he took over at CalWest in 2012 and they talked about Gray’s plans for the bank. “It was just too early in the process for new capital to come in,” Karmin recalls. “He had work to do to get the bank in a position to be recapitalized. But I was impressed from the moment we met. I knew he was the real deal; a very capable CEO…in control of the situation and every facet from BSA [Bank Secrecy Act] to credit quality, the investment side, lending, the relationship with the regulators. It was an amazing opportunity for investors like me to put money behind someone like Glenn, who can really do it all.”

Karmin came in as a lead investor and today serves as CalWest’s board chair. (All but two members of the previous CalWest board—Gray and Fadi Cheikha—voluntarily resigned when the decision was made to raise capital by bringing in new investors.) Other investors, who also received a board seat, were William Black, the managing partner at Consector Capital, a New York-based hedge fund; Jonathan Glaser, managing member at Los Angeles-based hedge fund JMG Capital Management; Clifford Lord, Jr., managing partner at PRG Investment and Management, a real estate investment company in Santa Monica, California; Richard Mandel, founder and president of Ramsfield Hospitality Finance, a New York-based hotel real estate investment firm; and Jeremy Zhu, a managing director at Wedbush Asset Management in Los Angeles.

Although Gray and Cheikha did stay on as directors, the current board is really a new animal. The rest, with the exception of Zhu, were people that Karmin already knew. The new CalWest board also has an awful lot of intellectual and experiential horsepower for a small community bank. “A board for a bank of this size, we have the luxury of intellectual talent basically at our finger tips,” says Karmin. The composite knowledge base of the CalWest board includes extensive experience in C&I lending, BSA, investing, commercial real estate and the capital markets. “We have the talent to make intelligent, thoughtful decisions and support management,” Karmin says.

When asked what kind of culture he would like to create on his board, Karmin mentioned a couple of things. First, he says the current directors are “willing to serve and do the work and the heavy lifting.” And from an investment perspective, they are taking the long view. Karmin says they will not receive any fees or compensation for their board service “until the bank is right where we want it, operating at the highest possible level.” Nor will the directors be taking personal loans from the bank. “If you want to borrow from our bank, this is the wrong board for you,” he says. “We’re not going to do any Reg O loans.”

More importantly, perhaps, Karmin wants a board that is very focused on performance. “We want a culture of first quintile performance,” he says. “That means that we expect our financial performance on the most important metrics to be in the first quintile of banks of our size in our geographic area.”

Given the strong private equity and investor background of all of the new directors, it’s logical to assume they will be looking for an exit strategy at some point. Karmin suggests that day, when it finally arrives, will be well off into the future. For one thing, Karmin and Gray are jazzed about the potential of the Southern California market. With about 9 percent of the country’s population, “We expect that it’s going to be one of the most important growth areas in the United States,” Gray says. “Whether the [national] economy grows 2 percent or 1 percent, it’s not going to matter to us. We’re going to be a first quintile performer under all those scenarios.”

“We have instructed Glenn to run the bank for the long haul,” Karmin says. “We were making this investment for a lot of different reasons, but that we expected to be investors and to be on the CalWest board for a long time. We have real plans to grow the bank in a controlled strategic fashion. [The directors want to] use our contacts to make new contacts, use our contacts to make new loans, use our contacts to gather new deposits. We are the kind of a board that can really help on all those metrics.”

Gray says this is the fourth bank board that he has participated on and the CalWest board is very different from all the others. “It’s a board that is very involved,” he says. “They ask good questions. They ask tough questions. If you wanted to be a CEO of a bank [that has] the old country club atmosphere, this would not be the place to be.”

Identify Your Customers Based On Need, Not Revenue

Written by


segmentation-3-28-16.pngFor banks that don’t specialize in a particular market, it can be difficult to truly know every customer’s changing wants and needs. And while there’s significant customer research available on retail consumers and large corporate clients, there’s less help available when it comes to understanding mid-market corporate customers.

Despite the lack of information readily available, mid-market companies are a fast-growing segment of customers that banks can’t afford to ignore. In fact, a recent Citizens Commercial Banking survey found that a quarter of mid-market companies, defined as having $500 million to $2 billion in annual revenues, are actively engaged in raising capital, while another 40 percent are looking for opportunities to do so. Additionally, more than half of the mid-market companies in the US alone indicated they are actively seeking M&A deals in 2016.

In an effort to capture and better understand commercial customers, banks have historically tried to segment companies based on the value of their annual sales or revenue range (e.g. less than $5 million, $5 million to $20 million, etc.). However, these revenue estimates are extremely unreliable, because typically, mid-market companies aren’t public companies. They have no obligation to report revenue and are not subject to strict audit guidelines. This means that the main metric banks are using to understand their mid-market customers is self-reported, without any independent validation.

But more important than yielding unreliable data, revenue segmentation really doesn’t give banks much insight into a customer’s needs, aside from their credit need or credit worthiness. This is a severely flawed approach to understanding customers because there are so many non-credit products that banks can profit from.

Take payments, for instance. With payments, the needs of a $5 million construction company have little in common with the needs of a $5 million healthcare services company. While technically in the same revenue segment, the two companies have vastly different payment transaction numbers, payment processes and workflow, payables vs. receivables, and enterprise resource planning and accounting systems.

Simply put, revenue is a misguided way for banks to segment their corporate customers, particularly when it comes to the mid-market. Except in rare cases when revenue estimates are actually reliable and indicative of customers’ needs, the knowledge gleaned from a single revenue figure is minimal, and it doesn’t help banks better understand and serve their customers.

The good news is, there are other ways for banks to effectively target customers and strengthen customer relationships. One approach is to use transactional data as a means to develop detailed portraits of customers and their needs. By identifying and segmenting customers by need (rather than revenue), banks can establish stronger relationships and drive new fee income by offering solutions to address those needs. For example, banks could learn a lot about a customer by looking at their outgoing payments. How many payments are they making each month? What methods are they using to make these payments—paper checks, ACH, credit cards, debit cards?

Understanding the volume and value of payments for specific businesses can be extremely valuable for determining how to market and sell existing products more effectively. It can also expose areas where a bank might be failing its customers and losing good grace with otherwise loyal organizations. For example, seeing that a large group of customers is making payments through third-party solutions is an obvious sign that it’s time for a bank to develop a new or better payments solution of its own.

Banks are sitting on literally millions of customer records that can offer invaluable insights into customers’ wants and needs, however this data is often unused or under-leveraged. It’s an unfortunate reality, but one that can be easily addressed.

In today’s golden age of big data and analytics, banks need to leverage far more than just revenue figures to better understand their customers. By failing to fully understand customers, banks won’t be able to serve customers well, and they’ll run the risk of losing customers to hungrier and more innovative competitors as a result. Luckily, the treasure trove of existing transactional data can provide banks with infinite ways to better segment customers, and the breadth of that data will allow them to serve their customers more precisely and comprehensively.

Identify Your Customers Based On Need, Not Revenue

Written by


segmentation-3-28-16.png

For banks that don’t specialize in a particular market, it can be difficult to truly know every customer’s changing wants and needs. And while there’s significant customer research available on retail consumers and large corporate clients, there’s less help available when it comes to understanding mid-market corporate customers.

Despite the lack of information readily available, mid-market companies are a fast-growing segment of customers that banks can’t afford to ignore. In fact, a recent Citizens Commercial Banking survey found that a quarter of mid-market companies, defined as having $500 million to $2 billion in annual revenues, are actively engaged in raising capital, while another 40 percent are looking for opportunities to do so. Additionally, more than half of the mid-market companies in the US alone indicated they are actively seeking M&A deals in 2016.

In an effort to capture and better understand commercial customers, banks have historically tried to segment companies based on the value of their annual sales or revenue range (e.g. less than $5 million, $5 million to $20 million, etc.). However, these revenue estimates are extremely unreliable, because typically, mid-market companies aren’t public companies. They have no obligation to report revenue and are not subject to strict audit guidelines. This means that the main metric banks are using to understand their mid-market customers is self-reported, without any independent validation.

But more important than yielding unreliable data, revenue segmentation really doesn’t give banks much insight into a customer’s needs, aside from their credit need or credit worthiness. This is a severely flawed approach to understanding customers because there are so many non-credit products that banks can profit from.

Take payments, for instance. With payments, the needs of a $5 million construction company have little in common with the needs of a $5 million healthcare services company. While technically in the same revenue segment, the two companies have vastly different payment transaction numbers, payment processes and workflow, payables vs. receivables, and enterprise resource planning and accounting systems.

Simply put, revenue is a misguided way for banks to segment their corporate customers, particularly when it comes to the mid-market. Except in rare cases when revenue estimates are actually reliable and indicative of customers’ needs, the knowledge gleaned from a single revenue figure is minimal, and it doesn’t help banks better understand and serve their customers.

The good news is, there are other ways for banks to effectively target customers and strengthen customer relationships. One approach is to use transactional data as a means to develop detailed portraits of customers and their needs. By identifying and segmenting customers by need (rather than revenue), banks can establish stronger relationships and drive new fee income by offering solutions to address those needs. For example, banks could learn a lot about a customer by looking at their outgoing payments. How many payments are they making each month? What methods are they using to make these payments—paper checks, ACH, credit cards, debit cards?

Understanding the volume and value of payments for specific businesses can be extremely valuable for determining how to market and sell existing products more effectively. It can also expose areas where a bank might be failing its customers and losing good grace with otherwise loyal organizations. For example, seeing that a large group of customers is making payments through third-party solutions is an obvious sign that it’s time for a bank to develop a new or better payments solution of its own.

Banks are sitting on literally millions of customer records that can offer invaluable insights into customers’ wants and needs, however this data is often unused or under-leveraged. It’s an unfortunate reality, but one that can be easily addressed.

In today’s golden age of big data and analytics, banks need to leverage far more than just revenue figures to better understand their customers. By failing to fully understand customers, banks won’t be able to serve customers well, and they’ll run the risk of losing customers to hungrier and more innovative competitors as a result. Luckily, the treasure trove of existing transactional data can provide banks with infinite ways to better segment customers, and the breadth of that data will allow them to serve their customers more precisely and comprehensively.

Issues & Ideas for M&A Related Capital Raising

Written by




During Bank Director’s 2015 Acquire or Be Acquired conference in January, this session explored alternatives for raising capital required to close a specific M&A transaction. The discussion included the pros and cons of both public and private transactions with specific examples of offerings that worked well and those that faltered. The presentation also focused on the evolving role of private equity as a source of acquisition related capital.

Presentation slides

Video length: 54 minutes

About the speakers

Todd Baker – Managing Director & Head of Americas Corporate Development at MUFG Americas Holdings / MUFG Union Bank NA
Todd Baker is managing director and head of Americas corporate development at MUFG Americas Holdings / MUFG Union Bank NA. He has had a lead role in scores of bank and financial services M&A transactions over the past 30+ years. Some of his more recent transactions in the community bank sphere include the 2012 acquisition of Pacific Capital Bancorp by MUFG Union Bank, the 2009 acquisition of The South Financial Group by TD Bank and the 2006 acquisition of Commercial Capital Bancorp by Washington Mutual.

Frank Cicero – Global Head of Financial Institutions, Managing Director Investment Banking at Jefferies LLC
Frank Cicero is the global head of financial institutions, managing director investment banking at Jefferies LLC. He specializes in M&A and capital markets transactions for depository institutions. Previously, Mr. Cicero was the head of investment banking coverage for banks at Lehman Brothers and Barclays Capital.

John Eggemeyer – Founding & Managing Principal at Castle Creek Capital LLC
John Eggemeyer is a founding and managing principal at Castle Creek® Capital LLC which has been a lead investor in community banking since 1990. The firm is currently one of the most active investors in community banking with approximately $700 million in assets under management. Prior to founding Castle Creek®, Mr. Eggemeyer spent nearly 20 years as a senior executive with some of the largest banking organizations in the U.S. with responsibilities across a broad spectrum of banking activities.

Can a Capital Raise Jeopardize Your Tax Assets?

Written by


Crowe_1-30-13.pngThe short answer to the question of whether a capital raise can jeopardize your tax assets is yes. In the wake of the worst financial crisis in decades, many financial institutions are still looking for capital to satisfy regulatory demands and improve their balance sheets. But this new capital might come with a price – namely, loss of deferred tax assets due to Internal Revenue Code Section 382.

Section 382 in a Nutshell

In simple terms, Section 382 prevents corporations from trafficking in unused tax losses and credits. Take, for example, a hypothetical money-losing corporation that has been struggling for several years and has accumulated tax losses of $20 million, which at a 40 percent tax rate represent an $8 million tax benefit, or deferred tax asset. The money-losing corporation is nearly insolvent, with bleak prospects of generating future profit and, absent these tax benefits, almost zero value to a prospective buyer. Enter a hypothetical profitable corporation, which might be willing to pay $4 million for the stock of the money-losing corporation in order to use the $20 million of tax losses to offset its future taxable income and reap the $8 million benefit.

Not so fast, according to Section 382. While the $20 million in tax losses technically are available to the profitable corporation, Section 382 limits how much of those losses can be used in any one year to an amount equal to the value of the money-losing corporation immediately before the deal—let’s say that is $50,000—multiplied by a specific rate published monthly by the IRS, which currently stands at less than 3 percent. Based on these facts, the annual limit is only $1,500 ($50,000 x 3 percent). Because unused tax losses expire in 20 years (earlier in some states), at best $30,000 of the losses could be used ($1,500 annual limit x 20 years), providing a tax benefit of roughly $12,000 at a 40 percent rate. That is hardly worth a $4 million price tag.

In the previous example, we assumed a 100 percent turnover in ownership of the money-losing corporation. However, Section 382 applies any time there is a greater than 50 percentage point increase by major shareholders in their ownership of a money-losing corporation’s stock during, typically, a three-year period. Therefore, even a corporation raising capital from new or existing shareholders can run afoul of Section 382 and trigger substantial limitations on the use of its existing unused tax losses and credits, and even on the use of what is known as built-in losses.

Section 382 and Built-In Losses

Let’s take another simple example. A hypothetical bank raises capital via the issuance of new common stock and triggers a Section 382 ownership change. At the time of the ownership change, the bank has no unused tax losses or tax credits, but it has total assets with a fair market value of $200 million and a tax basis of $225 million. The tax basis in excess of fair market value, or $25 million, is a built-in loss. If the bank sells any of these assets during a five-year window (beginning from the date of the ownership change) and generates a loss from the sale, Section 382 may limit the deductibility of that loss. In addition, Section 382 also could limit the deduction of loan charge-offs claimed within a one-year period following the ownership change.

Planning for Section 382

What can be done to avoid the onerous results of a Section 382 ownership change? Planning is the key. Here are some ideas that might help avoid an ownership change altogether or mitigate its consequences:

  • Raise capital from both new and existing shareholders.
  • Execute a tax benefits preservation plan to guard against future stock acquisitions that might trigger an ownership change.
  • Issue stock for cash, versus converting existing debt to stock, due to specific Section 382 provisions on the deemed allocation of cash-issued shares to existing shareholders.
  • Dispose of certain assets in advance of an ownership change, or accelerate recognition of taxable income to potentially reduce losses subject to the Section 382 limitation.

If any of this seems confusing, that’s because it is. Section 382 is complex, but it must be considered in any capital-raising scenario where a corporation has unused tax losses, unused tax credits, or built-in losses. While it might not always be possible to structure a capital raise to avoid the limitations of Section 382, a methodical, well-thought-out strategy could preserve some or all of your tax assets.