Lessons from the 'Best Banks' on dealing with M&A friction
Selling a bank is like selling a car, Marie Reed recalls someone across the table saying during a bank acquisition early in her career.
Even though the exchange happened decades ago, her manager's response still resonates with her.
"When you sell a car, you don't leave your family in it."
Reed, the human resources director at Veritex Community Bank in Dallas, has taken that sentiment to heart in helping her bank with the handful of acquisitions it has done since opening in 2010. Anxiety is high for workers involved in a merger — the family taken along for the ride in a bank deal — and she believes Veritex's focus under Chairman and Chief Executive C. Malcolm Holland on easing that anxiety has helped it earn a spot on the "Best Banks to Work For" list for four consecutive years.
Acquisitions are disruptive by nature. Two discrete companies with their individual quirks come together and have to act as one. Even when things go well, employees on both sides experience stress and uncertainty as processes are merged, overlapping jobs are eliminated and management looks to deliver on cost savings.
There are seemingly countless stories of corporate cultures being decimated by M&A. Steve Coco, managing director at the consulting firm Conduent in Florham Park, N.J., estimates that 70% to 90% of all deals fall short of expectations to some degree primarily because of cultural issues.
"Time and time again, institutions focus on the financial aspects of the deal at the expense of people-related matters," Coco said.
To avoid pitfalls, Coco recommends banks get an early start on understanding cultural differences, communicate constantly with both their existing employees and the newcomers, and provide adequate time, support and resources to the teams responsible for the integration.
Integrating the workforce — before, during and after the acquisition — ensures a consistent culture and allows the bank to effectively pursue its strategy, Coco said. "Otherwise, people's email addresses and business cards change, but their allegiances and dedications don't."
So, what do the active acquirers among our Best Banks to Work For know that others might not?
For starters, put a thorough exam of the potential seller's culture on the due diligence list, said Terry Turner, president and chief executive of Pinnacle Financial Partners in Nashville, Tenn. Pinnacle has acquired four banks since 2006, but Turner said he has backed away from some deals over fears of a poor cultural fit after asking questions about hiring methodology and turnover rate and digging into work environment surveys and employment policies.
Even a well-run bank with good employees can be a bad fit for Pinnacle, if the cultures of the two institutions have evolved differently, Turner said.
"Our culture is that we all win together and lose together," he said. "There are a lot of great banks, and a lot of great bankers out there, but if I go into a company and see a silo-oriented culture, or an emphasis on individual incentives over corporate goals, I know that is not going to fit into our culture."
Once a match is made, it is important to move quickly with onboarding newly acquired employees, Turner said.
To make sure these employees feel at home, Pinnacle puts them through a three-day orientation run by Turner and other senior executives, just as it does with all new hires. The program includes a review of bank policies and guiding principles, presentations from different departments and team-building exercises that culminate with everyone hoisting each other over a 12-foot wall.
Turner is in the midst of an integration right now. In June, Pinnacle acquired BNC Bancorp of High Point, N.C. The $1.9 billion deal boosted Pinnacle's assets by 65%, to just under $21 billion.
As part of the integration, Turner and his executive team plan to travel to North Carolina 11 times before the end of the year to run the three-day orientations. Turner expects the results to justify the time and effort. "There needs to be energetic communication. You need to go talk to people face to face," Turner said. "It isn't just about sending an email."
Rory Ritrievi, the president and CEO of Mid Penn Bank in Millersburg, Pa., also puts a premium on connecting with individuals. He said Mid Penn's culture, built around the golden rule of treating people as you would want to be treated, is a philosophy that lends itself well to successful integrations.
"We believe that every person, from the CEO to the branch manager to the teller, is vital to the bank's success," Ritrievi said. "We want all of our people to feel appreciated and feel like part of a family."
Ritrievi and other senior executives frequently visit all of Mid Penn's 25 locations across six central Pennsylvania counties to talk to employees, learn their concerns and look for ways to improve.
He applies that same strategy to mergers and integrations. By midsummer, he already had begun reaching out to employees at the $263 million-asset Scottdale Bank & Trust Co., which Mid Penn agreed to acquire for $59.1 million. The deal for Scottdale is set to close in the third quarter.
Coco recommended banks use "change enablers" to make sure an integration goes smoothly. These are on-site teams that do branch training and team-building activities.
He added that while bank leaders might be eager to get the integration done, patience is important. The combined bank isn't going to have one culture overnight. Banks should approach integration as "a series of sprints rather than a long marathon," allowing employees to pace themselves to complete the task and creating opportunities to celebrate quick wins and milestone achievements.
Too often, bankers have a "get the deal done so we can move on to the next one" attitude, Coco said.
Of course, one of the main concerns for employees in acquisitions is layoffs. People from both sides get worried: Which branch will survive, mine or the other one down the block?
Ritrievi advocates transparency in acquisitions. Mid Penn is forthright with those who are out of a job, he said. It tries to find displaced employees other roles in the bank. And it pays a "generous" severance to those who can't be redeployed, gives them personalized letters of recommendation, and offers career counseling.
Ritrievi said he believes those efforts are noticed by the retained employees as well — helping to alleviate some of the anxiety caused by M&A and fostering positive feelings toward Mid Penn.
"Our goal is to make sure we treat all employees fairly and respectfully," Ritrievi said. "It isn't rocket science. But it does take a lot of time, a lot of thought and a lot of hard work."
Making a good first impression on soon-to-be-acquired employees can pay off in other ways too, according to Veritex's Reed. On Aug. 1, Veritex completed its acquisition of the $1 billion-asset Sovereign Bancshares, also based in Dallas. Like Veritex, Sovereign has numerous longtime employees who have befriended customers. Those customers also are likely to have concerns about a pending bank deal, and hearing optimistic comments about the buyer from employees they trust can go a long way toward making sure Veritex is able to keep much of the business it is acquiring.
Sovereign promises to be Veritex's most challenging integration so far, as it boosts assets 66%, to $2.6 billion, and adds two big new markets, Austin and Houston. On the same day the Sovereign deal closed, Veritex announced it had agreed to acquire the $459 million-asset Liberty Bancshares in Fort Worth, Texas.
While regulatory restrictions limit interaction between companies until a deal closes, Reed and her team worked to make Sovereign employees feel welcome early on. Veritex started a Secret Buddy program pairing one of its employees with a counterpart at Sovereign. It is a multimonth Secret Santa-type relationship where the Veritex buddies send notes and small gifts to their future co-workers. "There is always going to be anxiety, but the sooner we can try to set fears to rest the better," Reed said. "We want people to know they are being thought of."
Veritex executives traveled to various Sovereign locations to meet with new employees the day the deal closed. "One of the first things they asked was, When do we get to find out who are secret buddy is?" Reed said. "It was a constant question. We've sent out the list and employees are planning get-togethers, thanking each other for the gifts and are just happy to finally put a face and name to their buddy."
Best Banks to Work For, at a glance:
1. Live Oak Bank
3. FirstCapital Bank of Texas
4. Legend Bank
5. Bell Bank
6. Pinnacle Financial Partners
7. The First State Bank
8. First Federal Savings (Pascagoula, Miss.)
9. Benchmark Bank
10. First Internet Bank
11. Veritex Community Bank
12. Peoples Bank
13. Machias Savings Bank
14. Apollo Bank
15. Savings Bank of Walpole
16. Signature Bank (Rosemont, Ill.)
17. Forward Financial Bank
18. Oakworth Capital Bank
19. First Citizens National Bank
20. First Bank & Trust
21. The Westchester Bank
22. 1st Security Bank of Washington
23. Montecito Bank & Trust
24. Prime Meridian Bank
25. Amarillo National Bank
26. Capital City Bank
27. River Bank & Trust
28. First Horizon National Corp.
29. Independence Bank
30. HomeTown Bank
31. Bank of Ann Arbor
32. Mid Penn Bank
33. American Bank of Commerce
34. Chesapeake Bank
35. Bridgewater Bank
36. Community Bank
37. City Bank
38. First Bank Financial Centre
39. Washington Trust Bank
40. 1st Summit Bank
41. River Valley Bank
42. United Community Bank of West Kentucky
43. Civista Bank
44. Origin Bank
45. Heartland Bank
46. First National Bank of Middle Tennessee
47. First Green Bank
48. Kentucky Farmers Bank
49. Evergreen Bank Group
51. Centier Bank
52. City National Bank
53. 1st National Bank
54. People's Intermountain Bank
55. Peoples Bank (Munster, Ind.)
56. United Community Bank
57. Athens Federal Community Bank
58. Level One Bank
59. Happy State Bank
60. Allegiance Bank
61. First Premier Bank
62. Old National Bank
63. Bank of Tennessee
64. First United Bank
65. Vista Bank
66. Choice Financial
67. First Busey Corp.
68. Reliant Bank
69. The Muncy Bank and Trust Co.
70. Signature Bank (New York)
71. Zions Bank
73. Ally Financial
74. FMB (Farmers & Merchants Bank)
75. Somerset Trust Co.
1. Live Oak Bank
Location: Wilmington, N.C.
Assets: $1.9 billion
Chairman and CEO: James "Chip" Mahan
No one wants to be summoned unexpectedly to the boss' office.
And the fact that it was Halloween probably spooked loan officer Kate Groat all the more when she received a call from one of Live Oak Bank's founders asking for an impromptu meeting.
But there was no trouble. Instead Groat was being recruited to serve as the bank's first ever director of philanthropy, a point person for the numerous donation requests the bank receives throughout the year.
That a $2 billion-asset niche bank would need to have a full-time philanthropy executive, and that its leaders knew their employees well enough to tap a lender with no experience in nonprofits for the job, goes a long way toward explaining how Live Oak has topped the list of the best places to work for four years running. Although the bank has been applauded for novel benefits including a dog park and fully paid employee health insurance, Groat said the culture — from the top down — is the perk that has kept her at Live Oak.
"I have never worked at a place with such a commitment to its people and to doing what's right," Groat said. "The team spirit here is amazing."
In her new role, Groat is charged with formalizing the bank's charitable work and centralizing the process of nonprofits seeking both money and volunteers. Live Oak requires its dollars to follow its employees — meaning it will only give to organizations where employees volunteer. Groat has expanded the list by posting new volunteer opportunities in her weekly missive to employees.
So far this year Live Oak has made grants to 24 organizations and sponsored 16 galas, golf tournaments and other events helping organizations across its native Cape Fear region. That's on top of employee volunteer hours and service on nonprofit boards, part of a broader push by the bank to be a catalyst for making the area a better place to live and work.
"It is in the DNA of the bank to be an active part of our community and to give back to the community," Groat said. "It's part of who we are."