Some recent bank mergers put a new twist on the classic good bank/bad bank approach to getting deals done in a tricky market.
Sterling Financial Corp. of Spokane, Wash., said Monday it had agreed to pay as much as $25 million for most of the banking unit of First Independent Investment Group of Vancouver, Wash. It was the second time in a week, and at least the third time this year, that a bank holding company agreed to sell off its franchise minus a big batch of troubled loans.
The other transactions were in Florida. BB&T Corp. last week agreed to pay about $300 million for BankAtlantic Bancorp Inc.'s Fort Lauderdale bank, and Prosperity Banking Co. agreed to sell an undisclosed stake in its St. Augustine franchise for $80 million to a private equity consortium in April. All three deals have a few things in common, including the involvement of Sandler O'Neill & Partners LP, the boutique investment bank that dominates community bank M&A along with Keefe, Bruyette & Woods Inc.
They are essentially variations of the good bank/bad bank model, the Depression-era concept of cleaning up a troubled firm by unloading its worst assets into a vehicle that winds them down.
Do these deals offer a solution for jump-starting a much-anticipated wave of bank mergers? Probably not. Carving a bank out from its holding company is tricky. Plus, regulators still have to OK the deals.
But these transactions are establishing some of the criteria for when it makes sense.
Basically, the seller needs to be a holding company with a franchise damaged enough to be on the block but with enough strong attributes worth buying. Those attributes can be sticky, low-interest deposits or a big batch of business loans likely to be paid back.
The holding company also needs a small and close-knit shareholder base.
Buyers need cash and savvy. Raising capital or issuing stock to do a deal in today's volatile market is precarious. Buyers need the capital to close the deal without going to market, and to book merger charges and write-downs without upsetting regulators or investors.
Sterling fits that description: it raised $730 million in a recapitalization last year, in part from selling shares to two top-tier buyout shops that now sit on its board: Warburg Pincus and Thomas H. Lee Partners.
Their support is evident in this deal. Sterling has agreed to pay $8 million up front from cash on hand at Sterling's banking unit. It will pay up to another $17 million over 18 months based in part on the performance of the $425 million of loans it is acquiring. It expects to book a net charge of $26.1 million writing down those loans as well as a pre-tax restructuring charge of $7.8 million.
This deal resembles BB&T's transaction for certain BankAtlantic assets in a few ways. The sellers aim to sacrifice their status as a bank holding company. That way they can hold on to the questionable assets the buyers do not want. They would not need special permission from regulators to do that if they are no longer regulated as a bank.
First Independent Investment Group plans to keep about $50 million in mostly construction loans as well as $34 million other hard assets Sterling doesn't want, such as the company headquarters and certain branches.
The transactions differ in a few important ways, the biggest one being price drivers. The seller will need a decent amount of cash to be enticed to sell the franchise and stay on to run down what is left over. BB&T paid a lot of money for BankAtlantic's deposits, which carried an unusually high premium. BankAtlantic could not have sold itself if it did not have a lot of good deposits.
The other side of the balance sheet is what made First Independent enticing to Sterling. It is paying a scant deposit premium. The bulk of the price largely depends on how many of First Independent's business property borrowers manage to pay back their loans. First Independent also has a wealth management operation Sterling wants. There are cost-savings because the banks operate in the same market. Sterling expects to be able to reduce First Independent's expenses by about a quarter.
"First Independent's low-cost core deposit funding base, along with its high quality loan portfolio and top-notch community banking and wealth management teams, is attractive to us as we advance within key markets," Greg Seibly, the president and chief executive of Sterling, said in a news release.