Continuing a breakneck expansion in Florida, NationsBank Corp. said Wednesday that it had signed a definitive agreement to buy closely held CSF Holdings Inc. of Miami, the state's biggest thrift company, for $516 million in cash.
The announcement came nine days after NationsBank said it would acquire Intercontinental Bank, also of Miami, for $208 million.
Together, the deals will increase North Carolina-based NationsBank's Florida assets by almost $6 billion, to about $29 billion, and will close its market-share gap with Barnett Banks Inc. and First Union National Bank of Florida, particularly in the southern part of the state.
Analysts viewed the acquisition of CSF, the parent of $4.7 billion-asset Citizens Federal Savings, as an especially bold step. It is the largest thrift deal ever in the Southeast, and at 1.8 times tangible book value, the premium is the highest ever for a thrift in Florida.
Charles B. Stuzin, chairman and president of CSF Holdings and a major stockholder, had previously been clearly intent on remaining independent. He said Wednesday that "we never had a for-sale sign" on the company but "could not refuse what we consider to be a very favorable price."
"This is a real watershed event," said Adam Hitt, an investment banker at Alex. Brown & Sons Inc., which advised CSF.
"When Charles Stuzin, who is viewed by many as being the leader of the Florida S&L business, recognizes indisputable industry trends, it is a real sounding bell for the rest of the industry and Florida and the Southeast," Mr. Hitt said.
"Bank consolidation is accelerating throughout the nation, and we realized that, at some point, Citizens Federal would become a major component in the continuing process in Florida," Mr. Stuzin explained.
Mr. Stuzin and his family own 36% of CSF's common stock and much of the preferred. At the negotiated buyout price of $39.50 a share, their stake represents $189 million. Shares of CSF rose $6.50 to $37.625 Wednesday.
Banks and thrifts have been selling at a steady clip in Florida in recent months, but NationsBank had been quiet until its bid for Intercontinental Bank.
Adding CSF, the superregional solidifies its No. 3 ranking in the state, pushing it well ahead of No. 4 SunTrust Banks Inc. NationsBank moves up from 10.2% of Florida market share to 12.4%, said Deborah Beylus of J.W. Charles & Co.
But NationsBank, which has $184 billion of assets overall, is still at least $8 billion in deposits behind Charlotte, N.C.-based rival First Union Corp. in Florida, which is second there to Barnett.
In Dade County, which includes Miami where CSF has $700 million of deposits, NationsBank would jump ahead of California-based Great Western Financial Corp. into the No. 3 spot.
In nearby Broward County, NationsBank will be No. 1, ahead of Barnett Banks Inc.
"NationsBank wants to keep up with First Union in that part of the country, and it is still one of the best areas to have your bank operate in," said Scott Edgar, a bank analyst with Sife Trust Fund.
First Union has bought seven thrifts in Florida since last year. And its megamerger announcement with First Fidelity Bancorp. last month raised questions about NationsBank's bank-acquisition strategy, which had been in neutral for much of the past year.
"I am a little surprised by what NationsBank has decided to do with these two small and midsize acquisitions," said Thomas Thuerkauf, an analyst with Keefe, Bruyette & Woods Inc. "I thought NationsBank would try to do one or two large deals in the not-so-distant future."
For CSF, the deal will close a company that was incorporated 43 years ago by Mr. Stuzin's father.
"This was a very difficult decision," Mr. Stuzin said. "Even as I talk with you I have mixed emotions. But it was a price and a relationship I couldn't walk away from."
In recent months, CSF has unloaded many out-of-state branches, including a sizable network in Ohio. It has agreed to sell four branches in Virginia before the anticipated close of the NationsBank deal late this year, and said it also intends to unload four remaining offices in California.
Neither party said how many layoffs would occur because of the merger, but Mr. Stuzin conceded some would result. This has become a sore point in Miami, where First Union has been under fire for laying off hundreds of employees without first signaling its intentions to do so.
There should be at least a 50% savings on CSF's operating budget, and many of its 40 branches will be closed, predicted Mr. Theurkauf of Keefe, Bruyette.
Some observers were surprised by the all-cash nature of the deal, especially given NationsBank's strong currency.
But Mr. Stuzin said his board had concerns that the stock market was overpriced and could have a correction that would bring down all stocks, including NationsBank's shares. He also said Congress may cut the capital gains tax, which would limit the tax bite on all-cash deals.
As part of the merger, CSF shareholders will receive 50% of any future benefits that may result from the lawsuit the thrift has pending in federal court related to its government-assisted purchases of S&Ls in Illinois and Ohio.
Like other thrifts, CSF is suing the government for allegedly abrogating contractual agreements on the purchase of failed thrifts.