Closely Held Banks Press M&A Advantage

Emigrant Bank's agreement last week to sell most of its branches underscores a strategic perk tied to being family owned.

The Milstein family took its time selling 30 New York area branches to another private bank, allowing Emigrant to unload much of its excess liquidity at a time when low rates and soft demand make such deals a tough sale.

The deal shows how closely held banks can sign deals that publicly owned banks would find daunting due to a wider shareholder base. Johnson Bank in Racine, Wis., and First Independent Bank in Vancouver, Wash., are other closely held banks that have approved outside-the-box transactions.

"As a buyer, [family owned banks] can think a little bit more long-term than public banks are allowed to think," says John Blaylock, an associate director at Sheshunoff in Austin, Texas. "It is tough for a public bank to be able to make an acquisition that may not deliver results right away."

Buyers often prefer to negotiate with family owned banks because of the centralized decision-making and flexibility in structuring terms, Blaylock says. "You can get a deal more creatively," he says.

Among the types of deals that are easier for private players are carve-outs, where a seller sells everything but the bad assets, and deals with extra payouts over time to the sellers, with payments tied to the performance of the loans sold.

"If you only have a dozen shareholders or so, they don't mind holding some loans and letting it play out over a few years," Blaylock says.

Emigrant is the primary bank of the $11.5 billion-asset New York Private Bank & Trust, which the Milsteins have controlled since the 1980s. Emigrant will keep its two virtual banks.

The branch sale was largely intended to free Emigrant of excess liquidity while allowing it to focus on its core commercial and mortgage banking businesses.

The sales process was long and intensive. Emigrant's private status enabled it to take as much time as it needed to field offers. Dozens of domestic and foreign institutions expressed interest over a six-month period.

Potential buyers had the novel option to bid for a combination of Emigrant's online deposits or branches. This was because the Milstein's main motivation was to land the highest deposit premium.

The bank developed the idea of giving bidders more flexibility to crunch numbers in a way that would result in the best possible offer.

The deal excludes Emigrant's loans. The bank has a relatively clean loan book, outside of legacy problems tied to real estate.

The owners of consumer products giant S.C. Johnson & Son in November opted to shore up the balance sheet of its Johnson Bank with family money rather than accept cash from outsiders.

The Johnson family decided to double down on their investment in the $3.9 billion-asset Johnson Bank because it did not like the pricing terms offered by private equity firms. The Federal Reserve Board in February approved the family's $235 million recapitalization of the bank, which is a unit of the diversified financial services firm Johnson Financial Group.

The Firstenburg family that owned First Independent Bank sold the bulk of the company's banking operations to Sterling Financial (STSA) of Spokane, Wash., in March. That deal has been one of the few so-called "good bank/bad bank" transactions to close in the last year as interest surged in the Depression-era concept of selling the bulk of a bank minus its toxic assets.

First Independent's status as a private bank owned by a close-knit collective of shareholders was central to the consummation of the novel transaction. The deal involved an initial payment of $8 million and up to $17 million more over time depending on how First Independent's depository and wealth operations perform under new ownership.

The Firstenburgs sold all of First Independent's branches, but they retained about $83 million in troubled loans and other assets.