How Fifth Third charmed its way into the biggest bank deal in years

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Fifth Third Bancorp did all the little things it needed to do to land the biggest bank acquisition in three years.

Executives at MB Financial in Chicago were invited to at least three dinners and an overnight visit to see Fifth Third’s Cincinnati headquarters. The leadership of the $142 billion-asset Fifth Third also met with the MB Financial’s board.

Those encounters allowed Fifth Third to show the $20 billion-asset MB Financial that it valued a merger and that the companies had a similar customer focus and complementary cultures, according to a regulatory filing tied to the $4.7 billion deal.

That helps explain why Fifth Third, which had been out of bank M&A since the financial crisis, bested another, unnamed bank that actually offered to pay about $54 million more.

Fifth Third had a head start on other suitors.

Greg Carmichael, Fifth Third’s president and CEO, first met Mitchell Feiger, who holds the same posts at MB Financial, in May 2016 at a meeting arranged by Tim Spence, who oversees payments, strategy and digital solutions at Fifth Third. The conversation focused on each bank’s history, cultures and business models; a merger wasn’t discussed.

The idea of a merger first came up during a dinner last November that included Carmichael, Feiger and other Fifth Third executives. At that point, Feiger was invited to come to Cincinnati. Feiger and Mark Hoppe, president and CEO of MB Financial’s bank, made the visit in February after receiving board approval.

During that trip, Feiger and Hoppe came to the conclusion that the companies had many similarities and that a merger with Fifth Third would also create the potential for “significant” cost-cutting, the filing said.

The leaders were getting along, and Feiger told Spence on March 1 that his company would assess the interest of other parties if Fifth Third made an offer. Due diligence began about a week later.

Another potential acquirer surfaced on March 14. Senior management of the unnamed company told Feiger at that time that it would be interested in an acquisition if MB Financial ever decided to sell itself.

Still, executives at Fifth Third and MB Financial continued to bond. Several had dinner in Rosemont, Ill., in mid-March. A subsequent meeting between Spence and Jill York, who handles specialty banking and M&A at MB Financial, convinced the executives that the companies “managed risk in a similar way” and that “the dialogue … was collaborative.”

On March 23, Fifth Third provided a pricing framework with a conceptual 15% premium to MB Financial’s stock price, or about $3.9 billion given MB Financial’s share count at the end of the first quarter. Less than a week later, Fifth Third indicated that it could pay a 25% premium, or nearly $4.3 billion. Fifth Third also offered one board seat.

The other unnamed company told MB Financial in mid-April that it preferred to wait until the summer to make an offer.

Fifth Third’s pricing got the attention of MB Financial’s investment bank, which noted during an April board meeting that the offer “was at the higher end of pricing ranges for recent transactions,” the filing said. The proposal also “reflected serious interest on the part of Fifth Third to complete a transaction.”

Still, MB Financial instructed its adviser to reconnect with the company that had been reluctant to immediately make an offer. The investment bank was also tasked with contacting two other banks to gauge interest without naming MB Financial as the bank looking to sell.

The hesitant bank opted to enter into a nondisclosure agreement and begin due diligence in late April. One of the other banks contacted expressed interest if the potential seller was MB Financial.

The once-reluctant bank on April 28 proposed paying $54 a share, or roughly $4.5 billion, with 11% to 44% of the consideration consisting of cash.

Fifth Third, meanwhile, had pitched an all-stock deal with an optional 10% cash consideration.

The third bank began due diligence on May 1, but quickly walked away after determining that “transaction pricing would need to be well above precedent medians,” the filing said.

Carmichael and his team met with MB Financial’s board in mid-May, giving them a chance to promote the benefits of a deal. While the other serious suitor was invited to meet with MB Financial’s board, the filing makes no reference to a meeting taking place.

By this time, Fifth Third’s offer had grown to $53.95 a share, or $4.5 billion, with a 10% cash consideration. The company also agreed to add two MB Financial’s directors to its board.

The other bank offered slightly more money, with a quarter of the consideration involving cash.

MB Financial’s board viewed Fifth Third’s proposal as superior “based on the strength and potential upside of its common stock … as well as Fifth Third’s complementary business model and operating fit with MB Financial and greater opportunity for significant cost savings and synergies,” the filing said.

Directors also preferred having a bigger stock component.

Final bids, which MB Financial reviewed on May 16, favored the other bank based on deal value. Fifth Third offered about $4.65 billion, while the other bank bid $4.71 billion. MB Financial’s board still authorized management and its advisers to proceed with Fifth Third.

The other bank officially withdrew its interest on May 18, via email, though the filing never explained why it walked away.

Directors at Fifth Third and MB Financial approved the merger on May 20; it was announced the next day. The nearly $4.7 billion deal priced MB Financial at 276% of its tangible book value, or one of the highest premiums for a bank deal this year.

Fifth Third said it will hold about 6.5% of Chicago’s deposits once the deal closes, making it the market’s fourth-biggest bank. Fifth Third will cut 45% of MB Financial’s annual noninterest expense, or roughly $255 million. The plans involve closing about a fifth of the company’s Chicago branches.

“There were no other potential partners of the same caliber as MB Financial in the Chicago market,” Carmichael said in a release announcing the deal. “We view MB Financial as a unique partner in our efforts to build scale in this strategically important market.”

Fifth Third expects to incur about $300 million in restructuring costs. The deal is expected to be 2% accretive to Fifth Third’s 2019 earnings per share and 7% accretive the next year, including cost savings. It will dilute Fifth Third’s tangible book value by about 7.7%.

Feiger, who is expected to become chairman and CEO of Fifth Third’s Chicago region, is set to receive $15.1 million in compensation when the deal closes, including $5.8 million in cash and $8.7 million tied to unvested equity awards payable.

Hoppe, who ran Taylor Capital before it was sold to MB Financial, is in line for a $7.5 million payout that would be divided almost evenly between cash and the unpaid amount of his unvested equity awards.

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