Think bank M&A has heated up? Think again

There has been a bit of a push and pull to bank M&A this year.

The year’s four biggest acquisitions, each at or above $1 billion in deal value, have been announced since early May, giving the impression that the overall pace of consolidation has accelerated.

Recently passed legislation that raised the threshold for becoming a systemically important financial institution has also raised expectations for bigger deals.

Still, a closer look reveals that bank M&A at midyear has yet to fully take off.

The 105 bank mergers announced through June 15 is off almost 8% from a year earlier and is the lowest since 2013, according to data compiled by Keefe, Bruyette & Woods and S&P Global Market Intelligence. The aggregate value of those deals is down 14% from a year earlier.

While there are bankers interested in pursuing acquisitions, most are biding their time to find deals that fit a broader strategy rather than ones that only build scale, industry experts said.

“In strategic planning sessions, the mood of directors and CEOs is, ‘Yes, we would look at opportunities, but we aren’t pursuing it as [merely] a growth strategy,’ ” said Trent Fleming of Trent Fleming Consulting. “They’re more interested in solid, sustainable growth.”

There are several reasons for banks, especially smaller ones, to stick around and pursue organic growth. A rising rate environment could provide a lift for banks that can navigate pricing for deposits and loans.

Community banks also secured some legislative relief in areas such as qualified mortgages, exam schedules, call reports and reciprocal deposits. And there is pending legislation that would reduce the reporting burden for suspicious activity reports.

Such changes “will directly impact community banks,” Fleming said.

It could also be tougher for smaller banks to find buyers, particularly as midsize banks get to a size where it makes sense to pursue bigger transactions, said Jonathan Hightower, a lawyer at Bryan Cave Leighton Paisner.

Most large-scale M&A in recent months has been in urban markets with large populations and a shrinking number of banks that would provide a buyer with meaningful scale, industry experts said. That will create challenges for banks in rural markets that are looking to cash out.

“The ongoing struggle of rural markets … makes M&A comparatively more difficult for those banks,” Hightower said. “In short, for small community banks, there are fewer interested buyers and fewer coveted targets.”

That being said, there are still reasons to believe that more banks will become sellers between now and the end of the year.

Premiums are rising. The average seller has fetched 181% of its tangible equity this year, an improvement from 167% through the first half of 2017, according to KBW and S&P Global.

Banks often switch from staying independent to selling when they draw the interest of a buyer willing and able to pay a healthy premium. More of those buyers are making moves.

There is also a sense that regulatory changes may encourage regional banks to again consider acquisitions. Fifth Third Bancorp’s deal to buy MB Financial in Chicago for nearly $5 billion last month spurred hope that more regionals and even larger players would return to M&A.

“There has been a true dearth of larger deals,” said H. Rodgin Cohen, senior chairman at Sullivan & Cromwell. “It is starting from a low floor, so there will be an increase.”

Conventional wisdom had been that banks needed to jump, not crawl, over key regulatory thresholds, including the old $50 billion-asset mark for SIFI status. And that usually meant landing a significant transaction.

An increase in the SIFI threshold could allow smaller regional banks to complete transactions without worrying about triggering additional regulatory scrutiny.

Regulatory reform “should enhance deal activity” for banks that were reluctant to surpass $50 billion in assets because of higher compliance and regulatory costs, said Kevin Reevey, an analyst at D.A. Davidson. Those banks now have “more runway to do deals.”

That seems to be the case with a couple of deals announced since June 15.

Management at BOK Financial in Tulsa, Okla., said that the higher SIFI threshold allows them to look at larger deals. The $33 billion-asset company recently agreed to buy the $3.8 billion-asset CoBiz Financial in Denver.

The $44 billion-asset People’s United Bancorp in Bridgeport, Conn., just agreed to buy the $3 billion-asset First Connecticut Bancorp for $544 million. During a call discussing the transaction, People’s United executives indicated that they could pursue other similarly sized transactions before closing First Connecticut.

During a call to discuss the deal, John Barnes, the president and CEO of People’s United, expressed confidence that he could complete the acquisition by the end of the year because the regulatory environment had eased up.

To be sure, there are few institutions the size of BOK Financial and People’s United that can scoop up large community banks. Many regionals are performing well on their own; banks with $15 billion to $250 billion of assets have a median efficiency ratio of about 58%, according to Charles Crowley, a managing director at Boenning & Scattergood. The median return on tangible common equity for those banks in the past 12 months has hovered around 12%, he added.

Those numbers “will be improving as the year goes on with lower tax rates,” Crowley said. “As you look at the list, there are not many lackluster performers. Therefore, there aren’t a lot of banks that should necessarily think they need to team up.”

The regulatory environment is still expected to spark deals.

Many banks had already spent millions of dollars upgrading technology and hiring staff to prepare for stress tests that are no longer mandatory. Those banks could still look for acquisitions that reduce overhead and, over time, create new ways to increase revenue.

While many regulations were eased, the cap on interchange fees that kicks in when bank hit $10 billion in assets remains. The cap has led several banks to pursue deals with cost cuts to offset an expected loss in revenue. It has also contributed to the decision by some banks, including Capital Bank Financial in Charlotte, N.C., and National Penn Bancshares in Boyertown, Pa., to find buyers.

The $9.6 billion-asset Independent Bank Group in McKinney, Texas, is one of the banks that had spent years preparing for heightened oversight. Many of these investments will be helpful in other areas, like preparing for the new CECL, or current expected credit losses, accounting standard. It recently announced an agreement to purchase of Guaranty Bancorp in Denver.

While stress testing would cost Independent $1 million annually, the Durbin amendment’s cap on interchange fees will erase nearly $5 million in annual revenue, Chairman and CEO David Brooks said in a recent interview.

“Just for us, Durbin will cost us five times that of the DFAST modeling,” Brooks said, referring to the Dodd-Frank Act stress test. “Durbin is a bigger driver of strategy.”

Jackie Stewart

Jackie Stewart covers community banks and mergers and acquisitions for American Banker.