FirstMerit in Akron, Ohio, apparently left no stone unturned in its quest to find a buyer.
Paul Greig, the $26.1 billion-asset company's chief executive, contacted a foreign bank in mid-September to gauge its interest in a deal, according to a new regulatory filing.
A senior executive at the unnamed foreign bank “did not indicate an interest in pursuing such a potential business combination … and FirstMerit did not proceed further,” the filing said.
FirstMerit agreed four months later to sell to Huntington Bancshares in Columbus, Ohio, in a deal valued at $3.4 billion, making it the biggest bank acquisition announced so far this year.
Industry observers speculated that the unnamed institution could have been one of several foreign-owned banks that currently have a presence in the U.S., including Bank of Montreal's BMO Harris Bank, TD Bank or BNP Paribas, which owns Bank of the West. A FirstMerit spokesman did not immediately return a call for comment Thursday.
Shareholders of Huntington and FirstMerit are scheduled to meet separately on Monday to vote on the merger.
The disclosure about FirstMerit's efforts to sell to a foreign bank is one of several new details the companies offered in settling a shareholder lawsuit filed in the U.S. District Court for the Northern District of Ohio. The suit complained of an “inadequate” sales process and sought to block the deal, and the banks agreed as part of the settlement to share more information about the basis for the agreement and the events that led up to it.
FirstMerit and Huntington said in the filing that they settled to “avoid the costs, disruption and distraction of further litigation.” There was no mention of any monetary settlement.
The filing also revealed how far apart the companies were in projected stand-alone earnings, which is a key part of due diligence.
Huntington, for instance, estimated that it would earn $843 million in 2018, $898 million in 2019 and $949 million in 2020, based on its own internal projections. FirstMerit, which used a growth rate provided by Huntington's management, forecast much lower profits over those years.
Estimates for FirstMerit also diverged. Huntington, assuming a consistent growth rate, projected that FirstMerit would net $283 million in 2018, $311 million in 2019 and $342 million in 2020. FirstMerit, which had the benefit of its own internal data, forecast much lower net income.
The new disclosures also reveal that Huntington and FirstMerit discussed creating an operations center in Akron. The companies so far have pledged to have “operational hubs” in Akron and Flint, Mich.
Huntington has already agreed to at least $55 million in sweeteners, including the creation of a $30 million retention pool for FirstMerit employees and a 10-year, $25 million pledge to support communities such as Akron and Flint. The company also plans to open 10 branches in minority and low-income communities and to create a special mortgage-processing team to handle what it calls "unique" underwriting opportunities.
Huntington has also promised to make $16.1 billion in targeted mortgage, small-business and community development loans to underserved borrowers and communities over a five-year period.
The latest filing also revealed other items that FirstMerit's board discussed while negotiating the deal with Huntington. In addition to the Federal Reserve's monetary policy and financial-performance matters, which were disclosed in prior filings, FirstMerit's board took into account how a swoon in bank stocks that occurred in November and December could affect the industry.
The board also discussed, on at least two occasions, a consulting agreement that Huntington had hammered out with Greig, the new filing said. An earlier filing disclosed that Greig, who will not stay with Huntington after the deal is completed, had signed a three-year consulting agreement to provide "strategic advice" for up to 30 hours each month. Greig, who will be paid $1.25 million a year, agreed to a noncompete and nonsolicitation clause that will last three and a half years.
Finally, the latest disclosure shared more information on how Sandler O'Neill will be paid for representing FirstMerit during the merger talks. As previously disclosed, the investment bank will be paid $24.7 million, or 0.67% of the purchase price. However, the firm would only earn $4 million, or 16.2% of the planned payout, if the deal were to fall through.
Jackie Stewart contributed to this article.