What This Bank Buyer Wants: Loans, and Deposits and ROE

If bank M&A is dating, David Zalman's a heartthrob — and a heartbreaker.

He has among the most valuable shares, best returns and cleanest loan book in banking. He also knows how to close a deal: The chief executive of Prosperity Bancshares (PB) in Houston completed his fourth acquisition in a little more than a year on Monday — Community National Bank of Bellaire, Texas — and has a fifth in the works.

"We have a lot of opportunities. More opportunities are being presented to us today than ever before," he says.

Zalman does not mind being seen as an M&A flirt, as he gets first look at anything worth buying in his area, he says. The downside is he has to let a lot of would-be sellers down easy.

That job became more difficult after the nearly $14 billion-asset Prosperity in July paid a relatively pricey multiple of more than two times tangible book for American State Financial in Lubbock.

That deal also hurt his argument that the price of banks is actually poised to decline because of a lack of able buyers like Prosperity.

"It absolutely does affect other people coming to you," Zalman says. "They want to use the last number that you gave them. Pricing a deal or a merger like this — every deal, it is just like kids. They're different."

The reasons for banks to sell are mounting, from increased regulatory costs to the profit-squeezing impact of an extended period of low interest rates. Deal talks are on the rise, he says, but pricing expectations remain stubbornly high.

"The hardest challenge we have is [sellers] want to be priced off of capital," he says. "We're just completely different — we don't price banks off of capital. Our price is really based on the earnings and how consistent the earnings" are.

In other words, if you want to sell to Zalman, do not argue that your institution is worth two times tangible book because its stock trades at 1.5 times. Show him good returns on equity that are moving in the right direction. Give him the cash flow he can justify paying for.

Most importantly, show him a lot of loans and core deposits.

"You almost need banks that can really bring loans to the table," Zalman says. "That is probably more important than anything."

Core deposits are attractive as cheap stable funding. They will become intrinsically more valuable when rates eventually rise. The allure of core deposits means Zalman is most interested in banks that have been around for decades. He is not really interested in banks that were founded a few years ago with an eye toward building and selling, he says.

What else, and where else, is Zalman looking to buy?

The plethora of banks with more than $500 million of assets in Texas assets keeps him bullish on his consolidation prospects in the Lone Star State, he says. It would consider acquisitions of good banks in neighboring states with assets of at least $1 billion, he says.

"We're not going to go across the border to do a $200 million bank or a $300 million bank," Zalman says. "And we're not going to California or Florida or New York City or anything like that."

Prosperity is also not averse to doing big, game-changing deals along the lines of FirstMerit (FMER) of Akron, Ohio's recent agreement to buy Citizens Republic Bancorp (CRBC) for $912 million.

Prosperity pursued the failed Guaranty Bank in Austin, Texas, which BBVA Compass acquired in 2009, and Sterling Bancshares in Houston, which Comerica (CMA) bought last year for $780million, Zalman says.

"We have always been open-minded. …We have always been willing to look at bigger deals," Zalman says.