In recent years Crescent Capital VI LLC has tried unsuccessfully to gain control of two community banks, but the private-equity firm may be closing in on its first success, with Cowlitz Bancorp.
Hostile bank takeovers are rare, but the industry crisis has made things easier for Crescent as stock prices have slumped.
It has bought 24% of the $564 million-asset Cowlitz and is seeking another 6%, plus representation on the board. The Longview, Wash., banking company has been losing money, and its stock price is less than half what Crescent offered two years ago to buy the company outright. Steve Wasson, a member at Crescent, says its chances of success are much better now.
"Given the fact that the bank hasn't performed that well in several years and with the credit crisis today, change is something the shareholders are likely to believe in," he said in an interview Wednesday.
Crescent's effort predates recent regulatory moves to attract private-equity capital to the banking sector by loosening ownership restrictions.
The Bellevue, Wash., firm went to the trouble of applying for bank holding company status, which the Federal Reserve Board granted in August, along with permission to buy up to 30% of Cowlitz. Subsequently, the Fed allowed private-equity firms that are not bank holding companies to buy up to one-third of a bank, provided that they hold no more than 15% of the voting shares.
Cowlitz executives did not return phone calls seeking comment for this story.
Dan Bass, the managing director in the Houston office of the investment bank Carson Medlin Co., said hostile takeover attempts often simply push banks into selling themselves to another buyer. Typically, he said, when an investor group tries to gain control, the board begins looking for better offers.
But in today's economic environment, where the usual alternate acquirers are dealing with their own credit-quality issues, the Crescent effort could work, he said. "If there was a time for this to work, it's now," said Mr. Bass, who is not involved in the situation.
Another observer, Sanford Brown, the managing partner in Bracewell & Giuliani LLP's Dallas office, said that, considering Crescent's large stake, control will ultimately come down to "how loyal the other shareholders are" to the existing management team.
Another reason hostile bank takeovers are rare, he said, is that it is tough to get regulatory approval for a deal without the target company's consent.
Mr. Wasson said it also helps that his firm's stake dwarfs the combined holdings of the six current directors, which according to Bloomberg data total about 1.62%. Crescent plans to nominate five representatives for election to the board at the Cowlitz's next annual meeting, which is expected to be held in May.
The Fed originally set a deadline of Nov. 5 for Crescent to buy up to 30% of Cowlitz; it was later extended to Feb. 5 and Crescent has applied for another extension.
Cowlitz is one of several banks in Washington have been hard hit by losses in their construction portfolios.
The Federal Deposit Insurance Corp. says about 32% of the state's banks were unprofitable in the third quarter, compared with 24% nationwide and 22% in Washington the year earlier.
Cowlitz lost $1.6 million in the third quarter, compared with a $1.3 million profit the year earlier.
Late Thursday Cowlitz said it made just $687,000 last quarter, 77% less than a year earlier. For the full year, the company lost $8.1 million.
It provisioned $1.7 million for credit losses in the fourth quarter, about three-quarters less than a year earlier. But nonperforming assets climbed 95 basis points, to 3.49% of the total.
Crescent paid less than $6 a share for its most recent purchases of 130,000 shares, bringing its ownership to 1.2 million shares, according to a Securities and Exchange Commission filing on Tuesday.
In 2007, Crescent offered to pay $15 a share, or $74 million, for the whole company. Had Crescent been successful then, it would have named Mr. Wasson the chief executive officer, but now Mr. Wasson said he expects to keep the current management in place, "unless there is a disagreement with the board."
But Mr. Bass, the Houston investment banker, said he would envision "senior management being loyal to the board and walking across the street and taking the loans with them. Even if they replace the board," Cowlitz's senior managers "will depart soon thereafter and take people with them," Mr. Bass said.
Mr. Wasson said one change he would make is to put more emphasis on Cowlitz's Seattle and Portland, Ore., offices. "The deposit numbers there declined from 2007 to 2008," he said. "It seems obvious those two markets are opportunities they haven't capitalized on."
In February 2006 Crescent offered $112 million in cash for the 91% of FirstBank NW Corp. in Clarkston, Wash., that it did not already own. FirstBank rejected the offer, then shopped for higher bids.
Later that year it sold itself to Sterling Financial Corp. in Spokane for $181.4 million, or 62% more than Crescent had offered.
In July 2006 Crescent bought a 5.5% stake in the $655 million-asset Timberland Bancorp Inc. in Hoquaim, Wash., then unsuccessfully lobbied the company to put Mr. Wasson on the board. It maintained that he could have used his contacts to bring the company additional business.
Mr. Wasson; Jeffrey D. Gow, a real estate developer who is Crescent's managing member; and another investor, Gary Young, are majority owners of the $36 million-asset Western Capital Bank in Boise, Idaho, which opened in April.
