Bank of the Ozarks in Little Rock, Ark., had two potential deal breakers as it negotiated to buy C1 Financial in St. Petersburg, Fla.
The $9.3 billion-asset Bank of the Ozarks made it clear early in its discussions that Trevor Burgess, the $1.7 billion-asset C1's president and chief executive, had to stay after the deal was completed.
Bank of the Ozarks' "continued interest in pursuing a potential transaction depended, in part, on … Burgess' willingness to continue work at Ozarks following the closing of a transaction," according to a recent regulatory filing. "This view was reiterated by representatives of Ozarks on a number of occasions."
Burgess will become Bank of the Ozarks' chief innovation officer and president of its Florida operations once the deal closes.
Bank of the Ozarks was also adamant that C1 find a way to dispose of about $43 million in Brazilian loans. In mid-October, Dennis James, Bank of the Ozarks' director of mergers and acquisitions, told Burgess that his company "was not willing to proceed with a transaction" until the loans were removed from C1's books.
As a result, C1 worked out an arrangement where an entity affiliated with Marcelo Faria de Lima, one of the company's directors and a large investor, agreed to buy the loans — at about 75% of the loans' aggregate net book value — after the sale to Bank of the Ozarks is completed.
Lima does not have to buy the loans if C1 can find another buyer before the deal closes. C1, meanwhile, agreed to "use commercially reasonable efforts to hire a broker and conduct a marketing process to solicit" cash offers for the Brazilian loans, the filing said.
The filing disclosed that, while C1's investment bank reached out to 35 institutions, only nine companies entered into confidentiality agreements and two companies, including Bank of the Ozarks, made offers. An unnamed financial institution offered $17.75 a share in stock for C1, which represented a 7% discount to C1's stock price the day the offer was made.
Bank of the Ozarks' offered to pay $25 a share, or a 34% premium to C1's stock price at the time. The filing disclosed that Bank of the Ozarks could end up paying more, depending on the price C1 can get for the Brazilian loans.
Other institutions gave a number of reasons for backing off, including doubts that C1's historic loan growth could be replicated or expanded, worries that a market premium couldn't be offered, and "concern that Burgess was a 'one-man show.'"
Bank of the Ozarks agreed to buy C1 in early November for $403 million, making it one of the biggest deals of last year. The acquisition is expected to close by mid-2016.