F.N.B. executives had long eyed PVF Capital as a way to get bigger in Cleveland, but they waited for others to clean up its problems first.
"We don't like to do deals for the extremely troubled," Vincent J. Delie Jr., the president and chief executive of F.N.B. (FNB) in Hermitage, Pa., said Tuesday after agreeing to pay $106.4 million for PVF, which turned the corner last year.
Deals involving the healed, or at least the improved, seem to be an emerging trend of mergers and acquisitions in 2013. Yesterday's troubled banks are striking deals with buyers that have been keeping tabs on their progress — as in Virginia Commerce's (VCBI) recent agreement to sell to United Bankshares (UBSI). What's more, the sellers are even fetching a premium.
Five years ago PVF (PVFC) in Solon, Ohio, was supposed to sell out to another company. That deal fell apart in April 2008, its problem loans spiked, regulators slapped it with a consent order and its management team was replaced. But PVF ultimately raised $30 million of additional capital, returned to profitability and had its order lifted last summer.
"We've had conversations with these folks over time, and we've had an interest in expanding in Cleveland, where we have three branches," Delie says.
However, F.N. B. never considered buying PVF while it was struggling, he says.
"The time appears to be right," Delie says. "They've worked through some issues and will provide a great platform for us."
F.N.B, with $12 billion of assets, would pay for the $782 million-asset PVF completely in stock. At $3.98 per share, the deal is priced at 1.37 times PVF's tangible book value. It is expected to close in the third quarter.
For the sellers, it's validation of their hard work and a bit of a "told you so" moment to investors who may have battered the stock. On Tuesday, PVF's stock rose more than 50%, with shares trading at $3.82. In the last month, the stock has traded at about 83% of tangible book value.
"A lot of investors don't believe in the franchise values of these banks until they see a transaction, [and] then they get a big wake up call," says Chris Marinac, an analyst with FIG Partners. "To see the full turn of a company like this is remarkable. If you look back, the stock got down to 20% of book value in 2009."
(Virginia Commerce, which was hit with construction problems, announced last month it would sell itself to United Bankshares for 1.82 times tangible book value. )
For F.N.B., the PVF deal is a large expansion of its current presence in Cleveland, which is about an hour-and-a-half away from its headquarters and the home of at least three of its executives.
F.N.B. would see its market share increase from 0.1% in the Cleveland market, or the 27th largest deposit holder, to 1.2%, or the 14th largest. It plans to increase that.
"To be meaningful in an area, you need to have the right delivery channels," Delie says. Despite mobile banking and other alternatives, "having the right locations is important. We think there is tremendous opportunity to go after market share."
F.N.B. will bring commercial and industrial lending to PVF, a thrift that is largely concentrated in commercial real estate. Cleveland has 50,000 businesses that could be potential clients.
Though F.N.B. already has a team of C&I lenders in Cleveland, Matthew C. Schultheis, an analyst at Boenning & Scattergood, says he expects F.N.B. to hire more. Delie, who was the division manager for corporate banking at National City before joining F.N.B. in 2005, has deep Ohio connections, Schultheis says.
"My guess is he'll just break out the old NatCity rolodex and try to hire the best lenders he knows in that market," Schultheis says.
The company also will be able to add treasury management, private banking and wealth management, Delie says.
That's F.N.B.'s modus operandi, Marinac says, and is also true for most bank M&A.
"Their acquisitions have largely been infrastructure-based," Marinac says. "They bring the skill set of the buyer into the nuts and bolts of the banks and make it their own."
On the opposite side of its territory, F.N.B. is acquiring the $437 million-asset Annapolis Bancorp (ANNB) in Maryland. That deal is set to close in six weeks, Delie says. Though the PVF deal is scheduled to be completed in third quarter, Delie says he anticipates a smooth transition.
"We have an experienced team to handle these integrations, and we've done more than one deal in the past," Delie says. "And the conversions will be six months apart at minimum. There is some daylight between them."
Delie forecasts that M&A activity will pick up toward the latter half of the year. While he wants to digest the PVF and Annapolis deals, he says, the company remains on the hunt for banks that will add to earnings and dilute capital for no more than two years.
"We view the market as opening up a little bit," he says. "It is a combination of improving conditions of sellers and a narrowing bid/ask spread. I think some sellers are realizing that the current valuations are going to prevail for a while."