Hits and Misses from M&A Predictions for 2013

Last year at this time we gave our readers six blueprints for the kinds of deals most likely to happen in 2013. Now it's time for the inspection.

The predictions were based on conversations with several dealmakers and advisors and aimed to look at structure and drivers rather than prognosticate on the number of deals.

(For full Countdown 2014 coverage, click here.)

Some of the predictions were spot on and others, well, the market decided to go another way.

PREDICTION: More mergers of equals, focused on cost savings.
RIGHT OR WRONG? Mostly right.

Bank M&A's biggest buzz in 2013 involved transformational deals that neared mergers-of-equal territory.

There was an expectation that the market would see a pickup in those sorts of transactions, though Bill Hickey, principal and co-head of Sandler O'Neill's investment banking group, had warned that such transactions were the hardest to do because of the social hurdles such as which executives get to be in charge and which bank names survive.

Several banks managed to make it work, including Home BancShares' (HOMB) acquisition of Liberty Bancshares, Provident New York Bancorp's acquisition of Sterling Bancorp (STL) and Rockville Financial's (RCKB) planned acquisition of United Financial Bancorp (UBNK). Those three may have been able to make it work because all three sellers were led by older chief executives who were willing to step aside.

The Rockville-United deal has been referred to as the "most equal of all the merger of equals" announced so far this year, given plans for a 20-person board with equal representation from both sides and other evenhanded features of the agreement.

Although many of these deals have been termed "merger of equals" or "strategic mergers," Robert Rogowski, director of investment banking for McAdams Wright Ragen in Seattle, says some of that is just public relations. Ultimately, many of these transactions are just big acquisitions.

"A lot of these are MOEs in sheep's clothing," Rogowski says. "Do you really believe Ray Davis [CEO of Umpqua Holdings] is sharing management with the Sterling [Financial]? That's not an MOE. Ray is Attila the Hun, he is in charge."

PREDICTION: Lots of the smallest banks would sell.
RIGHT OR WRONG? Wrong.

Small banks, those with less than $100 million in assets, seemed to have ignored our story. We said that more small banks would likely sell in 2013. Some did, but at a slower pace than in past years.

Seventy-two banks with less than $100 million of assets have agreed to sell this year, or just shy of a third of all bank M&A transactions. That compares with 43% in 2012 and is the lowest percentage in at least the last five years.

There were two forces at play, says Wesley A. Brown, a managing director at St. Charles Capital in Denver. The market really liked bank stocks and bank M&A this year, and that drove buyers to look for larger deals.

"The smallest banks had their moment with M&A, but the market momentum is switching," Brown says. "Everyone is talking about the $1 billion banks as targets, and we weren't seeing anything like that before."

There was also an expectation that smaller banks would join forces. Brown says there have been a lot of those conversations, and he is involved in several discussions like that now, but "they have such a strong probability of falling apart" because of social issues like figuring out which executives get to stay in charge.

PREDICTION: Small players in big cities have to sell.
RIGHT OR WRONG? Partly right.

In this expense-driven environment, advisors thought small banks in urban markets would feel particularly pinched. The rent is higher there and the wages are, too. Certainly, there were several deals for smaller banks in bigger cities this year, but we can't recall a seller singling out the cost of being in the city for prompting a sale.

Instead, several said they were selling because they had reached the limits of their lending capacity. By selling to a larger bank, their lenders would be able to compete more effectively. In March, the then $268 million-asset Puget Sound Bank in Bellevue, Wash., (PUGB) noted that its legal lending limit would increase to $9 million with the acquisition of the $64 million-asset Core Business Bank, also in Bellevue.

Core has "a few of the best networked relationship managers in the city. We think they were hamstrung over there with their lending limits. These guys should just flourish with us," Jim Mitchell, the chief executive of Puget Sound, said in an interview at the time.

PREDICTION: Private-equity investors would get antsy, driving deals.
RIGHT OR WRONG? Mostly right.

Given the way most general private-equity firms are structured — invest, wait a handful of years, cash out and move on — it is a matter of "when" and not "if" for the exits by those who got in after the economic downturn of 2008.

Last year we said PE firms would begin to cash out, though their holdings might make some acquisitions to use up excess capital.

Given the stock performance of the industry in 2013, several exits this year came in the form of secondary offerings. The private-equity-backed firms that did either secondary offerings or buybacks include: BankUnited (BKU) in Miami Lakes, Fla.; National Bank Holdings (NBHC) in Greenwood Village, Colo.; and Webster Financial (WBS) in Waterbury, Conn.

Having said that, private-equity firm Warburg Pincus stunned observers in September when it opted to take mostly stockrather than cash when one of its portfolio companies, Sterling Financial (STSA) in Spokane, Wash., announced it would sell itself to Umpqua Holdings (UMPQ) in Portland, Ore., for $2 billion.

"PE is taking stock? Wow," Frederick Cannon, director of research at Keefe, Bruyette & Woods, said at the time.

PE-related pressures will be a driver again in 2014 as some look to exit and others put the pressure on their portfolio companies to put the money they invested to work.

PREDICTION: Niche players will sell to more diversified players.
RIGHT OR WRONG? Half right.

While we correctly said niche players would sell to more diversified operations, we may have missed the mark on which side of these deals needed them more.

Our expectation was that some of the niche players would be forced to sell because one-trick-pony acts would not be sufficient to survive. Instead, the buyers drove these kinds of deals this year, snapping up specialty players that would give them an edge in the race for revenue expansion.

Umpqua Holdings (UMPQ) bought a commercial leasing firm. Pacific Premier Bancorp (PPBI) in Irvine, Calif., bought a lender that specializes in fast food franchises.

PacWest Bancorp's (PACW) agreement to acquire specialty lender CapitalSource was the prime example. At $2.4 billion, the deal was the largest announced so far in 2013.

Matt Wagner, chief executive of PacWest, said during the July announcement that buying a traditional bank didn't offer him what he needs right now: loan growth.

"Most of the community banks you are looking at today, you've got anywhere from a 40% to 70% loan-to-deposit ratio," Wagner says. "You've got a big-buying portfolio that I don't need."

PREDICTION: More deals to be had as troubled holding companies liquidate.
RIGHT or WRONG? A little premature.

Bankruptcy remains a tool that bank holding companies burdened with debt can turn to when all other viable solutions have run out. Although 150 banks may have fit the mold of companies that could explore such a restructuring, it remains a rarity.

Still, there are were two cases this year that are worth noting for their differences from the earlier transactions when one bank was able to buy a bank — the holding company's only real asset — for a steal.

In September, the nearly $1 billion-asset Metropolitan National Bank in Little Rock, Ark., the bank unit of Rogers Bancshares, sold for $53.6 million to Simmons First National. The bidding started with a $16 million offering from private-equity firm Ford Financial Group.

Also, in August the $2.4 billion-asset Anchor BanCorp Wisconsin (ABCW) pulled off a rare bankruptcy recapitalization, which compelled its debtholders to accept a discounted settlement.