A Bank Roll-Up Vehicle Stuck in Neutral (9/16/14)
by Robert Barba
The heart of Capital Bank Financial's story is M&A — so when is it going to turn the page with another deal?
The $6.6 billion-asset bank in Coral Gables, Fla., was one of the largest investment vehicles established after the financial crisis, raising $900 million to create the next big regional bank in the Southeast. It acquired seven banks, including three failed banks, from 2010 to 2012 — but none since the fall of 2012 when it went raised $90.6 million in an initial public offering.
Capital Bank executives made their pitch to potential investors at the recent Barclays Financial Services Conference in New York, talking up the bank's organic loan growth, its earnings metric targets, the quality of its compliance team and a commitment to finding "disciplined and thoughtful" acquisitions.
Crestview Partners and other private-equity players were the bank's initial backers, and roughly half of its shares are still held by the board or management. Still, banks often attend such investor conferences to attract new investors and create buzz about their stocks. In order to attract new investors, the company needs to start buying.
An audience poll showed 63% of investors said it would take another deal to change their outlook on owning the stock. While it is unclear how many investors responded to the poll, the result is consistent with the conversations analysts are having with investors.
"'When are they going to do an acquisition?' is the most frequent question," said Brady Gailey, an analyst at Keefe, Bruyette & Woods. "That's because they are not going to be able to make any real money on an earnings-per-share basis until they either do a deal or they can continue the buyback."
The bank has plenty of company in that regard. A lot of the capital that poured into the industry following the downturn has gone unused or has been returned. The number of failed banks was far less than expected, and the open-bank market largely involves stock deals.
That has left companies like Capital Bank, National Bank Holdings in Greenwood Village, Colo., and Talmer Bancorp in Troy, Mich., in a chicken-or-egg situation. Their shares trade at low premiums because they are overcapitalized, but their stock prices would make most stock acquisitions painfully dilutive. The buyers are left scrambling for sellers that are willing to take a low premium or cash.
"They just don't have the currency to make deals functional unless it is all cash, so it is hard for them to make it work," said Stephen Scouten, an analyst at Sandler O'Neill. "There are distressed situations that could work, but the number of banks still struggling isn't what it used to be."
Capital Bank executives did not grant interviews for this story, but they said at the Barclays conference last week that the bank has $400 million of excess capital and they are looking for deals. Although it has authorized as much as $150 million in stock repurchases, their inclination is to buy.
"Our preference is to invest this capital into accretive acquisitions, and that is what we expect to do," Chief Financial Officer Chris Marshall said at the conference. "But if we don't find transactions that meet our investment hurdles, we will continue to return capital to investors."
Later in the presentation, he revised his comments. "I said 'preference,' [but] I should have said, 'our expectation.' We fully expect to use our excess capital in additional acquisitions."
Executives acknowledged that deployment of capital has taken longer than expected. Chief Executive Eugene Taylor, who is a retired vice chairman of Bank of America, said pricing is an issue.
"We've visited more branches of our competitors than one could imagine, including a significant one recently. I think a lot of it has to do with the expectation in the marketplace on pricing," Taylor said at the conference. "There is still a great market in the Southeast for consolidation at the right price in a thoughtful and disciplined manner."
Marshall added that the company is still focused on distressed banks, and deals for those can take longer because of potential regulatory issues and other problems.
In the meantime, the company has begun to show positive net loan growth, which is considered a major milestone for companies like Capital Bank because the runoff of loans can be significant with distressed and failed banks.
The company aims to raise its return on assets to 1% from the 0.8% at the end of the second quarter, and its return on equity to low double digits from 5.7%.
Getting to its goal is going to take more revenue and potentially some cost cuts. There are some opportunities to reduce costs, as its early vendor and other contracts expire and costs associated with overseeing troubled credits subside, executives said.
Still, the company built an infrastructure for a much larger bank.
"They have an expense base to support a much larger institution," Gailey said. "They could easily be $10 billion plus in assets. Their goal was $30 billion. They had big plans and still hope to have big plans. It just has not worked out the way they thought."
http://www.americanbanker.com/issues/179_179/a-bank-roll-up-vehicle-stuck-in-neutral-1069989-1.html
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