Why Banking M&A Is for the Brave and the Bold

There's a popular cartoon subtitled "the Brave and the Bold." Batman fans and my nearly three-year-old son will know what I'm talking about.

These days it strikes me as an apt description of what it take to get involved in bank deals.

Stephen Ross, chief executive of Related Cos., underscored that point last week when he said he'd give back to investors $1.1 billion originally raised to invest in, or buy, lenders. After getting out-bid on some deals and being scared away by others, it didn't make sense to invest his cash, Ross said. Banks will be struggling for the next three years to overcome weak loan demand, low interest rates, red tape, distress in Europe and other woes, he figures.

"We're disappointed to see the opportunity evaporate," Ross said.

Is he right? Is banking a real dog of a deal unworthy of private equity treats?

My colleagues and I interviewed four big thinkers on the topic. Two are still buying banks, another an activist investor and the fourth a banker who knows how to shop an institution to private equity. Two know Ross or his close associates personally.

I expected unanimous disagreement with Ross but instead discovered sympathy for his remarks.

Douglas Schaller, a 30-year bank investing veteran on the verge of a proxy fight with Cardinal Bankshares Corp., expressed confidence in the banking sector.

"We're bouncing around the bottom," Schaller told AB's community banking editor, Paul Davis. "Banks are working through their loan problems and good loans are being made. Yes, the yield curve is unfavorable but in two to three years we are going to look back at this period as one where we should have planted seeds in the banking sector."

M&A reporter Matthew Monks talked to Wilbur Ross, chairman of WL Ross & Co. This Ross did a couple bank deals last week and so is presumably bullish on the sector.

Sort of. Wilbur described Stephen as a "very smart guy," as a "good friend" but also as fundamentally a real estate veteran who maybe "got a little of a late start" in banking.

WL Ross has been buying troubled bank assets since 2008, which "were easier times," the company's namesake says.

Of Stephen Ross's decision to close up shop, Wilbur says: "That takes a lot of discipline and character." These days Wilbur says he's mostly done doing so-called platform deals in the U.S. Instead, he'll invest in Europe.

I also called A. Dwight Utz, chief executive officer of ECB Bancorp Inc., which has raised nearly $80 million from outside investors to make acquisitions. ECB said in July it would buy about $200 million of deposits and a handful of branches in Raleigh, N.C., from Hampton Roads Bancshares Inc. of Norfolk, Va.

"It doesn't surprise me," he said of Stephen Ross's remarks. "There is very divergent thinking around this M&A market."

ECB has gotten a lot of calls from people who want to talk deals, and banks looking to fix balance sheets are putting branches and assets on the market. After some serious due diligence, Utz figures ECB might do one to three deals in the next 12 to 18 months. Note that he's talking partial deals and lots of scrutiny. Sellers, like homeowners in denial, still want yesterday's pricing. He wouldn't be surprised to see some potential sellers dig in their heels for double the 2.4% for deposits he paid in the Hampton Roads deal.

The attractiveness of targets depends on where you are looking, too, he said. One of ECB's target markets is North Carolina, which entered the downturn later and is coming out of it later, so that might suggest more decent deal opportunities at better prices than some other markets.

When I suggest to Utz that there have got to be easier ways to make money he responded with a laugh.

My conversation with Bartow Morgan, CEO of The Brand Banking Co. in the Atlanta suburbs, seemed to pick up where Utz left off. Atlanta has been hit hard and is "definitely on sale right now," he said.

Brand Banking announced in May it had raised $200 million from The Carlyle Group, The Stephens Group LLC and Nonami Investments LLC. Now banks have to close deals amid stock market volatility and the European crisis.

"It has just been a difficult 90 days," Morgan says.

After hearing from these folks I came away thinking Stephen Ross was more right than wrong. Limited partners might not be giving money back left and right, but the bank M&A market will remain arduous, absent an economic recovery that surprises even The Brave and The Bold.

Paul Davis and Matthew Monks contributed to this story.