Hoping to Take a Charter Off the Shelf

Add Jay Kislak, a prominent south Florida banker who has been out of the industry for a while, to the list of those aiming to buy a failed bank.

Kislak, now the chairman of the real estate investment company J.I. Kislak Inc., has applied to receive a shelf charter from the Office of the Comptroller of Currency. He is personally putting up the $15 million of capital behind the proposed JIK National Bank in Miami Lakes and intends to be its chairman.

Tom Bartelmo, who would be a director at the bank, said the goal is to take over a Florida failure with up to $200 million of assets, but the organizers could secure more capital for a bigger buy if a desirable target comes along.

"Our interest initially is south Florida, but we would look throughout the state," said Bartelmo, the president and chief executive officer of J.I. Kislak.

Only three shelf charters have been approved since the OCC introduced the option last fall — the most prominent of those being Ford Bank Group in Dallas, organized by the billionaire bank investor Gerald Ford.

The shelf charter is meant to help attract more capital into the industry, by making it easier for qualified nonbank bidders to compete for failures.

Though none of those with a shelf charter have won a failed bank so far, Russ Hunt, the CEO of the investment bank Kendrick Pierce & Co. in Tampa, said it is just a matter of time.

"These are really, really smart guys with a lot of money behind them, and they are going to find the right entry point," he said. "For someone like Ford, if they have a substantial amount of capital to invest, buying a small bank isn't attractive. They are waiting on the fat pitch."

Charles "Stormy" Greef, a managing partner at the law firm Hunton & Williams LLP in Dallas, said regulatory uncertainty might have stalled some activity with the shelf charters — both in the number of those applying for one and in their bidding on failed banks.

Greef said he expects more to apply now that the Federal Deposit Insurance Corp. has reconsidered the rules it would impose on those without existing banks who win the bidding for a failed institution.

In its final guidelines, the FDIC said private investors who buy a failed bank must maintain a leverage ratio of 10%. That is down from 15% in a July proposal.

Such buyers also must keep the bank for at least three years.

Greef said the guidelines — while not as harsh as the original proposal — would still put nonbank bidders at a disadvantage. To make a deal viable would be more of a challenge for them, because a typical bank only needs a 5% leverage ratio to be considered well capitalized.

Nonetheless, "there is a lot of interest in the shelf charter," Greef said. "We are going to see considerable activity in that area."

Greef said he knows of several applications that are already in the works.

An inflatable charter through the OCC is another option for private investors looking to bid on failures. With this type of charter, investors can acquire a small bank for the purpose of bidding, J. Christopher Flowers did with the $14 million-asset First National Bank of Cainesville in Missouri.

Like those with shelf charters, Flowers, the managing director of the New York private-equity firm J.C. Flowers Inc., has not bought a failure yet either.

Kislak filed his application for a shelf charter June 18, and Bartelmo said the organizers hope to get approval in the next few months.

Observers said that Kislak has a solid track record in banking.

He had been the chairman and CEO at Kislak National Bank for 20 years, before selling it in 2004 for $158 million in cash to Banco Popular North America in Chicago.

He grew the family-owned bank from less than $100 million of assets to nearly $1 billion.

"They have good reputations on the banking side," Hunt said. "They were successful in Florida in the past and will be so in the future."

The year before its sale Kislak National had a return on equity of 15.39% and a return on assets of 1.22%, which was in line with Florida banks of similar size, according to FDIC data. Banks in the state with assets of $500 million to $1 billion had an average ROE of 15.11% and an average ROA of 1.28%.

Bartelmo said Kislak had exited banking because lending had become too commoditized. But he said that both he and Kislak believe the recent market disruption — and the resulting shakeout of "questionable" lenders — will lead to a revival of the community banking model.

"Now that so much has hit the marketplace, we think people with experience, such as we have, would be ideal operators of an institution," Bartelmo said. "You can get back to conventional lending and knowing your customer."

Kislak is not the only one targeting failures in Florida, which observers say is an attractive market despite its current real estate woes.

The newly reinvigorated BankUnited in Coral Gables, Fla., is also on the lookout for acquisitions in its home state.

A group of private-equity investors including W.L. Ross & Co. bought the failed $11 billion-asset thrift directly from the FDIC in May, the only instance in which such buyers have done so in this down cycle. All the other failures that the FDIC sold immediately have gone to bidders with an existing bank.

The investors injected $900 million of fresh capital and installed John Kanas, a highly regarded veteran banker, as the president and CEO. Kanas has said he aims to scoop up other failures and strugglers.

The $450 million-asset American Momentum Bank in Tampa is another hopeful. The super start-up, which opened in late 2006 with $100 million in capital, is looking for acquisition targets in both its home state and Texas, said Sam Davis, its president and chief operating officer.

Davis, who said he considers acquisitions daily, believes that bidding for failures in south Florida is going to be especially competitive.

"There certainly has been demonstrated appetites from private equity and existing banks," Davis said.