Tom Brouster, a former banker and industry consultant with a track record of improving and selling struggling banks, has taken on the task of improving Reliance Bancshares Inc.
It remains unclear if a similar fate awaits Reliance, a $1 billion-asset company with branches around St. Louis and southwest Florida. Brouster isn't revealing a specific strategy for the company, though he said during an interview Tuesday that he has invested in several struggling banks over the past 40 years, often making improvements and then orchestrating their sale.
"My goal has been to get in and use my skills and expertise to resolve issues, find problems within the bank and look for opportunities within the bank, and look for opportunities for merging with someone," says Brouster, who is working under a 90-day contract.
Selling the company is always an option, he says. "There is a great opportunity for [Reliance] to become a larger community bank, a retail-oriented organization that in my opinion can fill a real void in St. Louis," Brouster says.
Brouster's highest-profile move came in 2006 when, as the chairman and chief executive of Forbes First Financial Corp., he sold the $500 million-asset St. Louis company to National City Corp. in Cleveland. "It's safe to say that for the last two or three years, I've been looking for another turnaround opportunity," Brouster said in Tuesday's interview.
Reliance has faced regulatory pressure to improve its capital position. Reliance Bank, which has a negative equity position at Dec. 31, has operated under a consent order with the Federal Deposit Insurance Corp. since February 2011, and the company entered into a written agreement with the Federal Reserve Board in August.
Reliance has shut down loan production offices in Chandler, Ariz., and Houston and hired KBW Inc.'s Keefe, Bruyette & Woods Inc. in May to help it develop a capital plan.
Reliance hired Brouster and Gaines Dittrich, another consultant with tied to Forbes First, have been tasked with evaluating the state of KBW-led capital-raising effort, said Allan Ivie 4th, the company's president and chief executive. "Tom and Gaines are two of the most respected bankers in St. Louis, and it's a real honor to be able to work with them," Ivie said.
Brouster and Dittrich will also review Reliance's problem loans. It is unclear whether Brouster would invest in Reliance; he declined to say if that could happen.
Not everyone is pleased with Brouster's arrival at Reliance. Patrick Gideon resigned last month as the company's nonexecutive chairman, after less than a year on the job, saying he was forced out by Brouster. "Should Brouster elect to invest, the terms and conditions are completely unknown, and the shareholders could have minimal, to no options, or any contractual rights from which to negotiate better terms," Gideon wrote in his resignation letter, which Reliance included in a filing last week with the
Securities and Exchange Commission.
Gideon, who could not be reached for additional comment, owned 0.7% of Reliance's outstanding shares as of March 2010, according to the company's 2011 proxy statement. He is also president and CEO of Silver Lake Bank, a $218 million-asset bank in Topeka, Kan.
"I don't anticipate any sort of proxy battle" from Gideon, Ivie said, adding that the company's board asked Gideon to resign because of "a significant difference in the philosophy of the direction of the company." Brouster said he does not know Gideon or if the former chairman's has any post-resignation intentions for Reliance.
Gary Parker, a Reliance director, was the company's largest shareholder in last year's proxy, owning 27.2% of Reliance's common stock, or more than twice the collective holdings of all other directors. Parker, the president of Center Oil Co. of St. Louis, has been a director since the company was founded in 1998.A call to Parker was not immediately returned.
In his resignation letter, Gideon wrote that after his departure, the company's board will "no longer have anyone with practical banking experience …and that is not prudent." Ivie has been a director since June 2010, according to last year's proxy. Jerry Von Rohr, another former CEO of the company, resigned from the board in September.