A 'transformational' merger, three years in the making

Register now

It took several years and multiple efforts, but Mechanics Bank in Walnut Creek, Calif., finally had a chance to buy Rabobank Group’s U.S. bank.

The $6 billion-asset Mechanics agreed last week to buy the $13.9 billion-asset Rabobank in Roseville, Calif., from its Dutch parent for $2.1 billion. The acquisition — one of the biggest bank deals in recent years — will nearly triple Mechanics’ asset size.

The transaction, which provides Mechanics with a statewide presence that it had highly coveted for years, had been in the works for several years.

The banks had negotiated a deal two years ago, but agreed to walk away to give Rabobank time to resolve legal issues. In February 2018, Rabobank's U.S. bank unit admitted guilt to felony conspiracy allegations and agreed to pay $369 million, including a $50 million fine to the Office of the Comptroller of the Currency.

The banks reconnected last fall, agreeing to negotiate exclusivity by the end of 2018, said Carl Webb, Mechanics' chairman and a co-managing partner of Ford Financial Fund, which is Mechanics' majority owner.

“We began looking at [Rabobank] well over three years ago,” Webb said. “It’s something we think is absolutely transformational in nature.”

Ford Financial Fund raised more than $1 billion over 75 days to finance the transaction, Webb said.

Mechanics will have 144 branches when the deal closes. Most of Rabobank's operations are in Southern California, while Mechanics' operations are concentrated in the northern part of the state.

“It’s rare that you have a transaction this large where there's no branch overlap," said Mechanics President and CEO John DeCero. “We only have two cities that each of us has an individual branch in. They really fill in areas we've never been to and don’t have a presence in, which really brings the whole state together.”

Ford Financial bought the majority of Mechanics in 2015 with the purpose of acquiring other West Coast banks. The bank bought California Republic Bancorp in 2016 and Scott Valley Bank in 2018. Now, Webb said Mechanics will likely pause M&A efforts since it has achieved a statewide footprint.

“I think we will focus internally on optimizing what we just acquired and making it efficient and ... a real presence in our communities, focusing always first and foremost on our customers,” Webb said.

Scaling up so quickly is likely to prompt some extra attention from regulators, said Greyson Tuck, an investment banking adviser at Gerrish Smith Tuck.

It is common for regulatory and legal issues to slow down or kill deals, Tuck said. So it’s important for acquirers to spot potential issues early in the due diligence process. Otherwise, legal or compliance challenges could create complications.

“At the end of the day, they don’t want to buy someone else’s problems,” said Kevin Reevey, an analyst at D.A. Davidson.

Mechanics will focus on closing and integrating the Rabobank deal for the next several months, DeCero and Webb said. After that, DeCero said the bank will take the “best practices from each institution and execute on a growth plan" that de-emphasizes acquisitions.

There are two components to the deal.

While Mechanics is buying most of Rabobank's operations, the food and agribusiness assets are being transferred to Rabo AgriFinance, a nonbank affiliate in St. Louis.

Mechanics will receive $4.8 billion in cash in return for the ag business, which will give the bank "a great deal of flexibility to enter other areas with a very liquefied, unlevered balance sheet," Webb said.

Rabobank, for its part, declined to comment.

Webb, however, said he feels that Rabobank has put its legal and compliance issues in the past.

“I think Rabobank is probably the most compliant bank in the country right now as it relates to some of these issues,” Webb said.

For reprint and licensing requests for this article, click here.