Bryan Cave Leighton Paisner Banking Blog

Bank Bryan Cave

The Bank Account

Main Content

The Atlanta Banking Landscape

Jonathan and I discuss the evolving landscape for banking in our hometown, Atlanta, Georgia, in this latest episode of The Bank Account.

the-bank-accountSince the beginning of 2018, there has been steady stream of significant deals affecting the Atlanta MSA.

  • January – Ameris Bancorp’s acquisition of Hamilton State Bancshares for $405 million, priced at 2.05x tangible book;
  • March – Renasant Corporation’s acquisition of Brand Group Holdings for $453 million, priced at 2.35x tangible book;
  • April – CenterState Bank Corporation’s purchase of Charter Financial Corporation for $362 million, priced at 1.95x tangible book;
  • April – National Commerce Corporation’s purchase of Landmark Bancshares for $115 million, priced at 2.22x tangible book; and
  • May – Cadence Bancorporation’s purchase of State Bank Financial Corporation for $1.4 billion, priced at 2.48x tangible book.

The landscape looking forward is significantly changed.  Below is a pro forma list of the community banks (for these purposes, banks with total deposits of less than $15 billion) with the largest remaining presence in the Atlanta MSA.

Bank Atlanta MSA Deposits Percentage of Total Deposits in Atlanta MSA
Fidelity Bank $3,062,430 78%
Renasant Bank (with Brand) 2,740,319 30%
United Community Bank 2,533,770 27%
Atlantic Capital Bank 1,572,642 74%
Ameris Bank (with Hamilton) 1,416,141 18%
Cadence Bank (with State Bank) 1,271,128 11%
United Bank 980,658 84%
National Bank of Commerce (with First Landmark) 754,549 25%
Metro City Bank 740,409 78%
CenterState Bank (with Charter) 711,779 8%
Read More

Ragnar!

Ragnar!

April 20, 2018

Authored by: Robert Klingler

On April 13 and 14, 2018, the Financial Services Corporate and Regulatory Team of Bryan Cave Leighton Paisner sponsored two teams at the Atlanta Ragnar Trail race.  On this episode of The Bank Account, Jonathan and I discuss the Ragnar race, our thoughts about the Ragnar race, the ambiance of the Ragnar race, the decline of multi-bank charter bank holding companies, and a few final thoughts about the Ragnar race.  We also give thanks to so many colleagues that helped us with the Atlanta Ragnar Trail race.  In other words, if you’re interested about the Atlanta Ragnar Trail race, this is a great episode.

 

The BCLP Ragnar Teams

We divided into two teams, Team BSA (Bankers Speed Ahead) and Team AML (Awkwardly Moving Lawyers).  On paper, it looked like it would be a tight race.  However, the trails proved to be significantly different than running on paper.  In addition, the Awkwardly Moving Lawyers became significantly more awkwardly moving (and slower) when our fastest colleague, Dan Wheeler, badly twisted his ankle on his first leg of the race.  (As one banker commented, the lawyers were quite effective in ensuring that their clients would prevail.)

Team BSA finished in 21 hours, 51 minutes and 50 seconds; 23rd overall and 1st in the corporate team division.

The bankers that sped ahead were as follows:

  • Charlie Crawford, Hyperion Bank
  • Heath Fountain, Planters First Bank
  • Bo Brannen, Georgia Bankers Association
  • Nick Clark, Charter Bank
  • Jim Walker, PrimeSouth Bank
  • JW Dukes, Ameris Bank
  • Jackson McConnell, Pinnacle Bank
  • Dennis Zember, Ameris Bank

Several hours later, Team AML finished in 23 hours, 38 minutes and 19 seconds; 63rd overall and 6th in the corporate team division.

The awkwardly moving lawyers were as follows:

  • Ryan Barrow, Porter Keadle Moore (but an honorary lawyer for the weekend)
  • Megan Canning
  • Crystal Homa
  • Dan Wheeler
  • Kevin Strachan
  • Jonathan Hightower
  • Sean Christy
  • Myself

Charlie Crawford, Jackson McConnell, and Dennis Zember were the three fastest runners for the weekend from Teams BSA and AML, but I believe all had a good time.

the-bank-accountIn actual banking news, we discussed Hilary Burns story in the American Banker, “Do multiple charters still make sense?” In our discussion of the landscape of the U.S. banking environment last year, we touched on the statistical decline in multi-bank charters.

  • In 2016, 632 charters were held by 241 multi-bank holding companies (representing 2.6 charters each).
  • In 2006, 1,670 charters were held by 518 multi-bank holding companies (representing 3.2 charters each).

In 2018, we struggle (and in the podcast, the struggle is awkward silence) to provide any material benefit to the multi-bank charter structure.

Read More

Introducing BCLP and Barry Hester

Jonathan and I discuss two major deals for our us: the formation of Bryan Cave Leighton Paisner (BCLP) and the return or Barry Hester in this latest episode of The Bank Account.

Bryan Cave Leighton Paisner LLP is the result of the mergers of historically U.S.-based Bryan Cave LLP and historically U.K.-based Berwin Leighton Paisner LLP.  As a truly global firm with over 1,600 lawyers operating literally around the clock, we believe Bryan Cave Leighton Paisner is well positioned to serve clients around the globe.  Our blog is still available at BankBryanCave.com, but is also now available at BankBCLP.com.  We’ll figure out over time what our branding looks like.

the-bank-accountBarry Hester re-joins our financial institutions practice after serving for many years as an assistant general counsel for EverBank and TIAA FSB.  In this episode of The Bank Account, we talk with Barry about his experience with the “good guy” and “bad guy” banking compliance laws.  The “good guy” laws include the Servicemembers Civil Relief Act and the Military Lending Act, while the “bad guy” laws include the Bank Secrecy Act and Anti-Money Laundering laws.  As noted in the podcast, Barry has already been busy contributing good content for our blog, with a post last week about FinCEN’s new FAQ on the Customer Due Diligence rules.

As discussed previously, we are sponsoring two teams, one of lawyers and one of bankers, for the Atlanta Ragnar Trail Run on April 13th and 14th.  Sixteen of us will be taking turns running five mile legs at the Georgia International Horse Park over a 24-hour (or so) period.  Team BSA (or Bankers Speed Ahead) will generally consist of our friendly bankers, while Team AML (or Awkwardly Moving Lawyers) will consist of our compatriots from the firm.  I expect our next podcast will relay some interesting stories from the trails.

Read More

Getting to Yes: A Conversation About Deal Certainty

the-bank-accountJonathan and I discuss deal protections and considerations – from the initial emotions of deciding to sell through deal signing in this latest episode of The Bank Account.

This episode has, in my opinion, some great information for banks looking to undertake M&A activity, from either the buyer or seller’s perspective.  But, I’m most impressed with our smooth transition from friendly banter about our upcoming Ragnar race to our substantive discussion.  (Of course the face that I’m impressed only emphasises that I shouldn’t quit my day job.)

As noted on the podcast and previously, we are sponsoring two teams, one of lawyers and one of bankers, for the Atlanta Ragnar Trail Run on April 13th and 14th.  Sixteen of us will be taking turns running five mile legs at the Georgia International Horse Park over a 24-hour (or so) period.  Today we settled on team names: Team BSA and AML.  Team BSA (or Bankers Speed Ahead) will generally consist of our friendly bankers, while Team AML (or Awkwardly Moving Lawyers) will consist of our compatriots from the firm.  We’re pretty comfortable that the names will accurately reflect the results.

Read More

Reinvestment Opportunities Created by Tax Reform

the-bank-accountJonathan and I are back in our studio, and took this opportunity to talk a little about what we’re seeing from our clients, particularly as it comes to reinvesting their tax savings into future opportunities.  Before digging into substance, we first take a little time on the therapist’s couch to address Jonathan’s experience at the College Football National Championship Game. Only 190 days until college football is back!

With regard to tax reform savings, the go to resource for identifying the breadth of ways that banks are addressing is the American Bankers Association’s page at aba.com/EnergizingTheEconomy.  As you can see from that list, the responses really run the gamut of possibilities, including salary increases, increasing employee benefits, greater charitable contributions, new positions and products, fintech investments and addressing margin compression.

As noted on the podcast, we are sponsoring two teams, one of lawyers and one of bankers, for the Atlanta Ragnar Trail Run on April 13th and 14th.  Sixteen of us will be taking turns running five mile legs at the Georgia International Horse Park over a 24-hour (or so) period.  More details to follow, but we’re certainly expanding away from traditional marketing efforts.

We also hope you’ll consider joining us in Macon, Georgia, on April 4, 2018, for the Georgia Bankers Association’s Current Expected Credit Loss (CECL) Workshop.  We’ll be joining our friends from Mauldin & Jenkins to discuss upcoming regulatory changes and the impact of tax reform from a strategic perspective.

Read More

Partnering with Mercer Capital to Discuss Partnering with FinTechs

In our fourth and final podcast recorded onsite at Bank Director’s Acquire or Be Acquired (AOBA) Conference, we were honored to be joined by Jay Wilson with Mercer Capital.  Jay discusses, from start to finish, how banks should explore partnering with fintech companies.  Jay is the author of Creating Strategic Value through Financial Technology that looks how traditional financial institutions and FinTech companies can boost innovation and enhance valuation in a complex regulatory environment.

the-bank-account

We hope you enjoy this episode of The Bank Account.  This is the fourth and final podcast episode we recorded in Phoenix.  As you can see (and hear), we stepped outside on the grounds of the beautiful Arizona Biltmore hotel and enjoyed beautiful February weather.  Unfortunately, while the surrounding area seemed completely quiet before we started recording, once we hit record, every moving van, dump truck and other sound-making person, plant, animal and equipment seemed to invade our lovely spot.  But we think the quality of the conversation with Jay (and the lovely weather and environment) more than makes up for any audio issues.  We hope you enjoy the conversation with Jay as much as we did. 

Read More

2018 Banking Trends with Raymond James

In our third podcast recorded onsite at Bank Director’s Acquire or Be Acquired (AOBA) Conference, we were honored to be joined by Bill Wagner and Matt Paramore with Raymond James.  Bill and Matt shared their outlook for 2018, including the potential of North Carolina serving as a potential preview for community banking across the country and the potential renewed entry of de novo participants.

the-bank-account

Another topic discussed with Bill and Matt is the impact of private equity monetizing some of their investments in financial institutions over the last several years, with the ability to monetize those investments with either M&A or by secondary security sales.  The ability for private equity to exit as reasonable pricing opens significant potential for management teams that believe that continued organic growth and returns can deliver long-term results for all shareholders.  We hope you enjoy this episode of The Bank Account.

This is the third of several podcast episodes we recorded in Phoenix.  Sound quality isn’t quite as good as you may have come to expect as we’re back on an older microphone and, as you can see from the pictures, our recording “studio” was rather large.  But we think the quality of the conversation with Bill and Matt more than makes up for any audio issues.  We hope you enjoy the conversation with Bill and Matt as much as we did. 

Read More

A Recap of the AOBA M&A Simulation with FIG Partners

On the second day of Bank Director’s Acquire or Be Acquired (AOBA) Conference, we were honored to co-host with FIG Partners for the second year, the M&A Simulation.  The M&A Simulation is an exclusive, bankers-only, session at AOBA that attempts to walk through the initial stages of a bank merger.  Like last year, we divided the attending bankers into three groups, representing the boards of directors of three distinct participants: Bank A, a $700 million bank looking to sell, and Banks B & C, two larger potential acquirers.

the-bank-account

Immediately after the simulation, we sat down with Matt Veneri and Dan Flaherty with FIG Partners for a quick recap of the AOBA18 M&A Simulation on The Bank Account.

This is the second of several podcast episodes we recorded in Phoenix.  Sound quality isn’t quite as good as you may have come to expect as we’re back on an older microphone, but we jumped at the opportunity to be able to share our conversations with so many interesting colleagues at Acquire or Be Acquired.  We hope you enjoy the conversation with Matt and Dan as much as we did. We’re already planning a few new tricks for the M&A Simulation at the 2019 Acquire or Be Acquired Conference, and hope you’ll look to join us then.

Read More

A Conversation with Rory McKinney of D.A. Davidson; Day 1 at AOBA

the-bank-accountFor the next several The Bank Account episodes, we’re on the road at Bank Director’s Acquire or Be Acquired (AOBA) Conference.  In our first installment from AOBA, we highlight our respective take-aways from the first day of AOBA and then sit down with Rory McKinney, Managing Director and Head of Investment Banking for D.A. Davison & Co. to discuss Rory’s outlook for bank M&A activity in 2018.

This is the first of several podcast episodes we recorded in Phoenix.  Sound quality isn’t quite as good as you may have come to expect as we’re back on an older microphone, but we jumped at the opportunity to be able to share our conversations with so many interesting colleagues at Acquire or Be Acquired.  We hope you enjoy the conversation with Rory McKinney as much as we did.

Read More

Tax Reform for Sub S Banks and a 2017 Year-end M&A Review

the-bank-accountOn the latest episode of The Bank Account, Jonathan and I analyzed the Rose Bowl, pitting Jonathan’s Georgia Bulldogs against Jonathan’s In-Laws’ Oklahoma Sooners.  With critical generational analysis, Jonathan won me over to support Kirby Smart and the Georgia Bulldogs; I simply have to support Generation X over a Millennial. We then turned our focus to on-topic banking issues: the impact of tax reform on Subchapter S banks and a look in review at the 2017 banking m&a market.

For Subchapter S institutions, tax reform offers/requires a re-evaluation of the tax consequences of a Subchapter S tax election.  While institutions regularly assess the overall tax difference involved in a Subchapter S tax election at the time of making the election, that analysis is often then put in the closet, and only rarely re-addressed upon future strategic decisions.  However, with the decline in the corporate tax rate to 21%, it now behooves Subchapter S institutions, particularly those that retain a significant amount of their earnings to support future growth, to update that analysis. Jonathan and I discuss some of the factors affecting that analysis, as well as the timing implications to make effective for 2018.

Looking at the final M&A statistics for 2017, it looks like we’ll end the year with a slight uptick in the number of deals (259, up from 250 in 2016), but remain significantly below 2014 and 2015 levels.   In addition, the average size of the selling banks in 2017 has declined significantly (almost 25% smaller, based on averages).  Jonathan and I discuss these trends, and make a few predictions on M&A going forward.

Read More
The attorneys of Bryan Cave LLP make this site available to you only for the educational purposes of imparting general information and a general understanding of the law. This site does not offer specific legal advice. Your use of this site does not create an attorney-client relationship between you and Bryan Cave LLP or any of its attorneys. Do not use this site as a substitute for specific legal advice from a licensed attorney. Much of the information on this site is based upon preliminary discussions in the absence of definitive advice or policy statements and therefore may change as soon as more definitive advice is available. Please review our full disclaimer.