Deals, Spinoff By F.N.B. Set Stage for Sale

F.N.B. Corp. of Hermitage, Pa., entered Florida long after Fifth Third Bancorp, but the much smaller F.N.B. was far more aggressive in building assets and deposits there.

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Between 1997, when it first moved into Florida, and the time it spun the Florida franchise off into a new company this past January, F.N.B. had amassed $4 billion of assets there, versus just $1 billion for Fifth Third.

It turns out, though, that F.N.B. was doing much of the heavy lifting for the Cincinnati company. On Monday, Fifth Third an-nounced it was buying F.N.B.’s successor, First National Bankshares of Florida Inc.

Fifth Third’s assets and deposits in Florida, one of the fastest-growing states, would more than triple with the acquisition. Analysts had speculated that F.N.B., and now First National, had been working toward this day ever since F.N.B. bought the $386 million-asset Southwest Banks Inc. of Naples in 1997.

F.N.B. and Southwest had close ties. Gary L. Tice, a former F.N.B. executive in Pennsylvania, founded Southwest in 1988, and Peter Mortensen, then president of F.N.B., was one of the original directors of Southwest.

In the next seven years F.N.B acquired 10 more banks in Florida. It even moved its headquarters from Hermitage to Naples at the beginning of 2001, the year Mr. Tice took over as F.N.B.’s chief executive.

A year ago the company announced it would spin off its Florida franchise to form First National. At that time Mr. Tice, who heads First National, said the idea was to “unlock shareholder value” by separating the growth franchise — Florida — from the value franchise in Pennsylvania and Ohio.

He said another goal was to make the Florida bank a more attractive partner to companies looking to sell, but observers immediately speculated that F.N.B. was trying to make its Florida franchise more appealing to potential buyers, many of whom were paying hefty premiums to increase their market share in Florida.

Christopher Marinac, an analyst at FIG Partners in Atlanta, said he was not at all surprised that First National was being sold — though he said he did not expect it to happen so soon after the spinoff.

“Absolutely it was their plan all along,” Mr. Marinac said. “The idea of the split was to maximize shareholder value, and that’s what they are doing.”

Peyton Green, an analyst with First Horizon National Corp.’s FTN Midwest Research in Nashville, said that with the expense of the two deals that First National announced this year, the company was looking at ways to increase its capital levels, which made being sold an obvious option.

First National’s tangible capital ratio at the end of the second quarter was 4.47%, against 7.54% for F.N.B.’s Florida operation.

“Anytime a bank goes down that road, they can raise the money to keep growing, or slow down their growth or sell out to somebody who makes them a good offer,” Mr. Green said.

Few sellers have received better offers lately; Fifth Third is to pay $25 a share for First National, a 41% premium.

The price works out to 3.26 times First National’s book value, well above the 2.14 price-to-book average for all other bank deals announced this year, according to Highline Banking Data Services.


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