Nara Bancorp’s CEO Alvin Kang has a lot to thank the regulators for after they took nearly a year to approve his company’s purchase of Center Financial Corp.
“It did certainly intensify our focus on asset quality, earnings improvement, liquidity and capital,” says Kang, now the president and CEO of the $5 billion-asset combined company renamed BBCN Bancorp Inc. “All those led to showing very strong improvements which was, in a sense, what the regulators were looking for.”
Those moves were what analysts and investors were looking for as the companies, both under informal regulatory agreements, spent an additional five months wiping the credit slate clean. Nara also went back to the market to raise more capital.
Analysts say BBCN, the country’s largest Korean-American bank, is now well ahead on its integration and has a far greater growth potential.
“Out of the box you will see a nice [loan growth] spike in the first quarter as BBCN starts lending full speed ahead,” says Julianna Balicka, an analyst at KBW Inc.’s Keefe, Bruyette & Woods Inc. “They’ve solidified their position as one of the healthiest banks in their market.”
While many bank acquisitions are taking longer to close, analysts say that patience is paying off for those bankers who make critical use of their time. And investors have become more willing to wait on the worthwhile deals.
Nearly half of the 162 traditional bank deals announced in the past 12 months were pending at Dec. 5, according to data from SNL Financial. Ten of the announced deals have been terminated.
Investors are “increasingly understanding of the fact that . . . it is taking more time for regulators to get comfortable with new institutions,” said Greg Mitchell, the president and CEO of First PacTrust Bancorp Inc. Generally speaking, “in a normal 120 days to complete a merger, we think it could be routinely 180 days.”
First PacTrust, based in Chula Vista, Calif., was scheduled to acquire Gateway Bancorp in the fourth quarter but filed last week to extend the deadline to mid-February. Mitchell said in a phone interview Tuesday that the regulators needed more time “to understand the risks related to Gateway’s historical mortgage banking activities.”
The acquisition includes a mortgage bankers division with 22 loan-production offices.
Because of this, Gateway is likely to close soon after another pending First PacTrust acquisition, Beach Business Bank in the first quarter.
Mitchell is not complaining about a longer wait. He said it may take “a longer period to recognize some earnings benefits. However, net-to-net it’s probably a positive because it reduces the levels of uncertainty.”
So too, Nara’s $60 million successful capital raise completed months after it missed the initial closing deadline showed a high degree of investor patience. At the time, Nara was under a board resolution with regulators and Center was under a memorandum of understanding. Due to these issues, regulators required Nara to prove that it would have at least the same capital ratios after the closing as it had pre-closing.
That meant selling more common stock in October, when markets were flustered and economic uncertainly was intensifying.
“We were concerned given the state of the economy,” says Kang, “but all the indications we got from the investment bankers was that there was a strong appetite for our stock and that we would not have any problems raising capital.”
Kang, who’s open to other acquisitions, said BBCN’s story will likely “repeat itself across country” as merger activity eventually picks up. “If it’s a good acquisition or merger, it is certainly going to be a catalyst to support additional capital,” he says.
Analysts say Nara’s communication efforts in warning the public about a potential delay helped ease external concerns.
“Word travels quickly through the [Korean-American] community and people are very dialed in so it’s important to make sure that they were very communicative with everyone involved,” says Aaron James Deer, an analyst at Sandler O’Neill & Partners LP. “They did a good job of managing expectations of investors.”
Even though Nara did not initially announce a capital raise with the merger agreement in December 2010, analysts and Kang say it was inevitable due to the informal agreements.
Balicka said that, had the company completed the deal earlier, there may have been some “cultural issues” resulting in further staff turnover. Center’s former chief executive, Jae Whan Yoo, resigned abruptly in January.
“Now, you might see a lot less turnover internally,” Balicka said.
While Deer said he did not think it mattered materially whether the deal had closed on time or later, he did think the extension gave BBCN a leg-up on the integration going forward. The company already completed its rebranding during the waiting period so it launched the new name and logo during its closing ceremony Nov. 30.
“They’ve already developed the board structures and management structures” so “the systems integration is going to happen a lot faster than what we normally see in a deal,” he said.
Kang said the core systems integration is set for completion in the second quarter. Branch consolidation will occur thereafter.
Analysts say taking advantage of the delay means that BBCN will be able to hit the ground running with its next big challenge: finding ways to grow commercial loans.
“This is a [combined] bank that serves a lot of business owners and real estate investors,” Deer said. “I expect that BBCN will outperform a lot of banks over the next couple years and make it clear to other folks that partnering was a key to their success.”