When Selling a Bank Becomes Preferable to Raising Capital

Another deal involving Georgia community banks, announced Wednesday, buttresses the arguments of those who say the state's banking environment is on the rebound.

And, if the terms are right, a sale might make sense for some banks, instead of trying to raise capital, one banker says.

On Wednesday, Georgia Commerce Bancshares said it agreed to acquire Brookhaven Bank for undisclosed terms. The combined bank will hold about $963 million of assets. It's the third whole-bank deal involving Georgia banks in the past six weeks, the most-recent being Community & Southern Holdings' acquisition of Verity Capital Group. Previously, the M&A landscape had been barren in Georgia, which had the most bank failures of any state.

Although the banks did not disclose a price, Brookhaven likely sold for a slight premium to book value, based on other recent deals, says Lee Bradley, senior managing director at Community Capital Advisors. Many community banks would be hard pressed to raise capital on terms that are more favorable, he says. Moreover, a stock sale is more likely to dilute current shareholders.

"My forte is capital raising, but it's getting to the point that doing a deal is better than raising capital," says Bradley, who was not involved in the deal.

The metro Atlanta area has a surplus of community banks with between $100 million and $200 million of assets. Bradley says he expects to see many of those institutions combine, making them more-attractive targets for larger banks looking to bulk up.

Since raising $25 million in January to make acquisitions and speaking to potential acquisition targets, Mark Tipton, chairman and chief executive of Georgia Commerce, said he found plenty of bankers eager to talk.

"Either Dodd-Frank or just needing more capital for the long run, it all adds up to scale being important," Tipton says.

He declined to comment on the choice between selling out or seeking more capital that faces many banks.

Bill Kane, the president and CEO of Brookhaven, could not be reached for comment.

Georgia Commerce has been one of the stronger community banks in the Peach State. It was the first Georgia bank to buy back the shares it issued to the Treasury Department under the Troubled Asset Relief Program. It also acquired two failed banks in 2011, through loss-share arrangements with the Federal Deposit Insurance Corp.

Keefe, Bruyette & Woods advised Georgia Commerce and Womble Carlyle Sandridge & Rice was its legal counsel. Banks Street Partners advised Brookhaven and Alston & Bird gave legal advice.