New York Community Bancorp’s top executives engaged in a game of 20 questions with analysts who were eager to know why the Westbury company’s merger with Astoria Financial fell through.
Analysts on Wednesday also pressed Joseph Ficalora, the $49 billion-asset company’s president and CEO, to discuss how he was preparing to cross a looming regulatory threshold since agreeing last month to terminate plans to buy Astoria.
Ficalora on several occasions gave answers that only raised more questions.
“I don't think it was anything with regard to the Astoria deal; it's just a matter of the environment in and of itself,” Ficalora said when J.P. Morgan Securities analyst Steven Alexopoulos asked about the nixed deal.
“We're not the only bank that has gone through an elongated process with regard to getting a transaction approved,” Ficalora added. “So I suggest that the environment is what it is, and to some degree we do not control the environment.”
“With that said, Joe, I mean, we don’t exactly know why the deal was terminated,” Alexopoulos pressed. “What color could you give us on this, given what you just said?”
Ficalora doubled down, pointing to the environment.
“The passage of time in getting deals from announcement to close has greatly elongated … for the industry as a whole,” Ficalora said. “That process has evolved differently than it might have been two years ago, five years ago, 10 years ago.”
Such answers — combined with a sparse release issued when the deal was called off — have only left room for speculation.
It is possible that the deal fell apart because New York Community was unable to provide clarity on when the transaction would close, said Bob Ramsey, an analyst at FBR Capital Markets. The deal, announced in October 2015, was expected to close by the end of 2016, providing a substantial amount of time to secure approval.
Sentiment toward the deal, at least on the part of one big Astoria investor, had also changed.
Basswood Capital Management, which had once urged Astoria to consider selling itself, sent a letter to management in early December suggesting that it reconsider due to improved market conditions and optimism for regulatory relief. Basswood owned about 5.9% of Astoria’s stock at the time it sent the letter.
New York Community’s management also gave strong indications that Astoria wanted out.
Thomas Cangemi, New York Community’s chief financial officer, expressed confidence that “the deal would have closed,” adding that the decision to kill the deal reflected a failure to get the boards of both companies to agree to an extension.
“Time is not a good thing to a seller,” Ficalora added. “There are consequences to a selling institution that are detrimental. … Subjecting your staff, your employees to an elongated uncertain period is a very difficult thing, and a lot of consequence occurred in 14 months.”
Though Ficalora didn’t mention it, Hudson City Bancorp had to wait more than three years before completing its sale to M&T Bank, suffering a flight of assets and a shrinking margin as M&T dealt with a regulatory order.
Ficalora likely chose his words carefully because he didn’t want to speak for Astoria, Ramsey said. “At the end of the day, I think it was more Astoria’s decision than New York Community’s,” he added.
Astoria, which is expected to hold its quarterly earnings call on Thursday, did not immediately respond to a request for comment.
Ficalora did make it clear that his company’s heavy reliance on commercial real estate lending, an area that regulators are watching carefully, wasn’t to blame. New York Community’s ratio of CRE to total risk-based capital exceeds 800%; regulators tend to pay more attention when the number tops 300%.
Management said it is doing more to diversify, though they said it has nothing to do with regulatory feedback. CRE made up roughly three-fourths of total loans at Dec. 31; about 18% of the total portfolio consists of commercial and industrial loans.
Cangemi said the company had begun working to make more C&I loans several years ago, pointing to a 7% year-over-year increase in the size of its specialty finance portfolio as evidence of momentum.
Total loans increased by 4.5% last year, to $37.4 billion at Dec. 31, but fourth-quarter originations were nearly halved from a year earlier, to $2 billion, as CRE production fell.
That’s notable since management plans to hold off crossing $50 billion in assets, where it would become a systemically important financial institution, as it looks for another acquisition to achieve what it hoped to accomplish by buying Astoria. The company, however, will need to spend more money this year in areas like compensation to become SIFI compliant.
Landing another significant acquisition could prove difficult. Sellers might be concerned about potential regulatory challenges, given the communication surrounding the delay — and eventual termination — of the Astoria deal.
“Do you have any sense yet of potential sellers, how they think about the difficulty in getting timely approval on the Astoria deal, if that influences the way they think about partnering with New York Community?” Ramsey asked during the conference call.
“I don't know if it's New York Community, specifically,” Ficalora responded.
“The reality is that the marketplace is what it is, and everybody is aware,” Ficalora said, repeating a phrase he used frequently during the call. “It's not as if this is top-secret information. Everybody’s aware as to how these deals evolve, so I think people will go into their next decision … with the full knowledge of what to expect.”
Ken Zerbe, an analyst at Morgan Stanley, also drew attention to New York Community’s stock price, which has failed to appreciate as much as most bank stocks since the presidential election. New York Community’s stock is up less than 3% since the election, while the KBW Bank stock index has climbed more than 17%.
“How do you feel about your ability to find attractive opportunities, given your relative stock price versus everyone else?” Zerbe asked.
“The good news is that the fundamental reasons why we've been a very successful buyer … is that we have a very strong business model that has the ability to create value for shareholders,” Ficalora said. “The momentary consequences of some of the things that are happening either externally … do impact timing and maybe even momentary performance. But the fundamentals of this company are solid and have been very consistent in our ability to do highly accretive deals.”
New York Community also seems to be holding out hope that the Donald Trump’s election could spur an effort to raise the SIFI asset threshold. But it is unclear if, and when, that could happen, and playing a waiting game could prove problematic, Ramsey said.
“I feel like they need a plan B,” Ramsey said. “Regulatory relief makes sense … but there’s really no way to know when that change could be made. Doing another deal is the best answer on paper, but the fact is they just went 14 months in an attempt to do that and it wasn’t successful.”
For his part, Ficalora said his team is constantly re-evaluating its options and would consider changing course if necessary.
New York Community and Astoria will "recover from the consequences of" spending time on the deal and then the cancellation, Ficalora said. "But it will take us a little time."