M&A transactions in a post-reform marketplace Implications and ...

M&A transactions in
a post-reform marketplace
Implications and opportunities
for the banking industry
The July 2010 passage of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, coupled with
proposed Basel III reforms of capital and liquidity
requirements, hold considerable implications for U.S.
banking industry M&A activity. How might the various
phases of an M&A transaction be impacted by recent
financial regulatory reform? Has reform generated M&A
opportunities as well as challenges? From strategy to due
diligence and integration, here are some important issues
and challenges that banking organizations should consider
when contemplating a merger, acquisition, or divestiture in
today’s changing regulatory environment.
Dodd-Frank, Basel III highlights and impacts
Although the Dodd-Frank legislation (Pub.L. 111-203,
H.R. 4173, also known as Financial Regulatory Reform) is
complex, its primary purpose is two-fold:
• “De-risk” the financial system by constraining individual
organizations’ risk-taking activities and capturing a
broader set of organizations in the regulatory net (e.g.,
the so-called “shadow” banking system that historically
has resided outside the regulators’ reach).
• Provide greater consumer protections across both credit
and debit services while covering a significantly broader
group of participants.
M&A Industry Advantage
Banking
From an M&A perspective, Dodd-Frank provides
guidelines on restricting/limiting certain businesses of
banking institutions, which could increase divestitures
or spin-offs of non-traditional bank operations, such as
over-the-counter derivatives and investment management
businesses. Of particular note is the so-called “Volcker
Rule,” which requires federal “regulators to implement
regulations for banks, their affiliates, and holding
companies to prohibit proprietary trading, investment in,
and sponsorship of hedge funds and private equity funds,
and to limit relationships with hedge funds and private
equity funds.” 1 (There is a de minimus exception wherein
banks could continue to invest up to three percent of their
Tier 1 capital in private equity and hedge funds, not to
exceed three percent of any single fund’s total ownership
interest.)
As a consequence of Volcker Rule restrictions, banks
and bank-related entities will need to quickly explore tax
and divestiture planning and strategy options related to
restructuring or disposing of existing proprietary trading
and hedge and private equity fund operations. Although
banks have a number of years in which to divest these
assets — via closures, spin-offs or sales — and push
them off balance sheet, some large banks already have
begun taking action, a signal that this process may not be
something that organizations should wait to address.
1 “Brief Summary of the Dodd-Frank Wall Street Reform and
Consumer Protection Act,” http://banking.senate.gov/public/_
files/070110_Dodd_Frank_Wall_Street_Reform_comprehensive_
summary_Final.pdf. Accessed September 14, 2010

Additionally, the shifting of proprietary trading activities
to permitted entities and the restriction from engaging in
certain trading activities could generate tension around
the utilization of capital losses in existing entities, as well
as create potentially inefficient tax characterization if
conducted in special purpose vehicles.
The Dodd-Frank legislation also provides for increased
regulatory scrutiny to identify and address systemic
risks posed by large, complex companies, products, and
activities, 2 and limits certain M&A activities of Financial
Holding Companies (FHCs) and Bank Holding Companies
(BHCs), in an effort to keep these entities well-capitalized
and well-managed. Among the restrictions:
• FHCs must get approval from the Federal Reserve (Fed)
before acquiring a non-bank company or financial
company with consolidated assets in excess of $25B.
• For BHCs to acquire a bank located outside of the BHC’s
home state, the resulting bank must be well-capitalized
and well-managed.
• BHCs with assets of $50B or more and systemically
important non-bank financial companies must obtain prior
Fed approval to acquire companies with consolidated
assets of $10B or more engaged in financial activities
made permissible by the Gramm-Leach-Bliley Act.
• The law prohibits merging or acquiring another company
if the total consolidated deposit liabilities of the acquiring
financial company exceed 10 percent of the liabilities of
all financial companies in the U.S.
In addition to the U.S. financial reform legislation, the Basel
Committee on Banking Supervision announced September
13, 2010, that the minimum Tier 1 capital ratio would 2
rise from 4 percent to 4.5 percent by 2013, and increase
to 6 percent in 2019. Banks also would have to keep a
“conservation buffer” of 2.5 percent. 3 Banks in compliance
with the minimum ratios but failing to keep Tier 1
capital above the “conservation buffer” 4 are encouraged
to maintain “prudent earning retention policies” and,
therefore, could need to curtail payouts, such as dividends
and bonuses. 5 Basel III also limits the definition of what
instruments qualify as Tier 1 capital, resulting in many
hybrid capital instruments no longer receiving Tier 1
treatment. Those capital instruments that no longer qualify
will be excluded from Tier 1 capital effective January 1,
2013, or will be permitted to be phased out over a 10-year
horizon beginning January 1, 2013, for instruments that
meet certain conditions. 6
The new capital requirements may cause financial
institutions to issue additional capital. For certain smaller
institutions, issuing significant minority equity ownership
to investors such as private equity firms could cause such
institutions to undergo an “ownership change” for tax
purposes, thereby potentially limiting the entity’s ability to
use its tax losses and other tax attributes to offset future
taxable income.
Implications for Banking Industry M&A activity
As the Dodd-Frank legislation and Basel III reforms are
translated into regulation over the coming months and
years, Deloitte anticipates significant changes in future
banking industry M&A activity. As mentioned earlier,
limitations on derivatives activities and new restrictions
on non-traditional banking operations in bank institutions
imposed by the Volcker Rule may lead banks to divest
these businesses.
In addition to the more stringent definition of Tier 1 capital
and the heightened requirements, new rules will likely
lead to substantial increases in regulatory compliance and
costs, which may have a more dramatic impact on smaller
banks. As such, consolidation of more traditional banking
institutions may continue, to take advantage of scale and
synergies.
2 Ibid
3 “Group of Governors and Heads of Supervision announces higher
global minimum capital standards,” press release, Basel Committee
on Banking Supervision, September 12, 2010, http://www.bis.org/
press/p100912.htm. Accessed October 21, 2010
4 Ibid
5 Ibid
6 Ibid
M&A transactions in a post-reform marketplace 2

As used in this document,
“Deloitte” means Deloitte &
Touche LLP, Deloitte Consulting
LLP, Deloitte Financial Advisory
Services LLP, and Deloitte Tax LLP,
which are separate subsidiaries
of Deloitte LLP. Please see
www.deloitte.com/us/about for
a detailed description of the legal
structure of Deloitte LLP and its
subsidiaries.
Those institutions largely unaffected by the new regulatory
changes — investment management firms, exchanges,
nonbank broker dealers, and private equity funds — may
be well-positioned to purchase the assets shed by banks
and increase market share and scale. Particularly appealing
to private equity funds may be investment management
operations, which in addition to being cash-rich, are not as
capital-intensive or as regulated as other lines of business.
Continued fallout from the U.S. financial crisis is also
expected to drive banking industry M&A over the
next two-to-four years. The crisis has forced everyone
to conserve capital, focus on liquidity, cash, and risk
management. More than 800 banks remain on the FDIC’s
troubled or watch lists; stronger, healthier banks may
decide to buy weaker, at-risk institutions whose share
prices are languishing, capital levels are low, or who are
not sizeable or strong enough to remain independent.
However, even though distressed organizations may offer
an unprecedented opportunity to purchase a bank at
a good price, the size of the institutions on the list are
believed to be smaller than a year ago, making them less
appealing franchises to acquire given their lack of scale and
deep client footprint. Also, some of the federal financial
Figure 1: M&A Lifecycle
Key
phases
Synergy capture
Strategy
Performance
improvement
Target screening
Integration and divestiture
...that expedites integration and drives value
Customers and
markets
Due diligence
Benefit
rationalization
Legal entity
rationalization
and tax incentives are going or have gone away, so the
deals could appear less attractive than they were in 2009
and early 2010. Another reason: Strong strategic buyers
(primarily large banks) may be more interested in M&A
transactions that build out their franchise, products, and/
or geographic reach. Finally, mid-tier banks — the 120 or
so organizations that comprise about a third of total U.S.
banking assets, may look to consolidate to increase their
critical mass, economies of scale, and market presence.
Managing the post-reform M&A life cycle
The banking industry may see a short-term period of
reduced, large-scale M&A activity until the big banks digest
Dodd-Frank and Basel III and get comfortable with their
capital levels. The top four banks are also approaching the
10% cap noted earlier, so M&A activity would likely need
to come from banks 5-50, particularly those with existing
excess capital levels.
Because the Financial Reform and Basel committee
changes may impact all stages of the M&A lifecycle —
Strategy, Target Screening, Due Diligence, Transaction
Execution, Integration, and Divestiture — banks of all sizes
should consider adopting a multidisciplinary, integrated
approach to planning and implementation across an entire
transaction (Figure 1).
Transaction execution
Target
Implementation Planning
Merger
Implement-
Screening
Synergy and
Closing and
Buy side Strategy
Preliminary
Negotiation
Sell side
ation and
and
Value Driver
Execution of
Develop-
Due
of Letter
Transaction
Identifi- Strategy and target identification Quantifi-
Definitive Negotiation Realizing value Implement-
The
ment
Diligence
of Intent Financial
Closing
M&A process cation is grounded in disciplined strategy cation and target selection
Due Value of Final optimization
ation Plan
Modeling
Preparation
Diligence Transaction
Objectives • Carve-out
Key areas of due diligence
• Divestitures • Recommended
Due diligence should focus on key value drivers and risk
• Spin-off
investment
Board or Steering
Completed letter Term Executed
Financial and tax Commercial Regulatory and compliance
• Recapitalization considerations
Transfer of
Committee approval
of intent sheet
• Joint ventures •purchase
Information ownership/
• Quality of earnings
• Market perspectives • Fraud and corruption risk
agreement memorandum closing
• Asset quality
• Operational
• Background investigation
• Valuation documentation
• Structuring alternative
performance • Foreign Corrupt Practices Act (FCPA)
• Reverse due diligence
• Tax diligence and structuring • Customer analysis • Anti-money laundering (AML)
• Accounting policy
• Marketing
• Import/export controls (OFAC, ITAR)
• Pension/benefits
• Intellectual property • Hart-Scott-Rodino
• Environmental and sustainability
• Regulatory
Decision framework
...which gets synthesized in to a decision framework
• Fairness opinions
Underperforming business
Objectives • Performance
• Restructuring and improvement
turnaround recommendations
• Bankruptcy and • Cost structure analysis
reorganization • Liquidity management
• Dispute resolution assistance
• Asset dispositions
Sell side
advisory
• Accretion/dilution analysis
• Purchase accounting —
SFAS 141(R)
• Struturing
• Synergy analysis
Deal model and valuation
business case M&A
community and board
communication
• Deal pricing and terms
(SPA)
• Negotiating strategy
• Communication strategy
recommendations
• Debt restructuring
advice
Integrated risk
management
Divestiture
Integration
M&A transactions in a post-reform marketplace 3

A bank’s post-reform M&A strategy may depend,
in part, on where it falls in the financial spectrum.
If it is a diversified financial institution, we believe
trategy
that its strategy should be to “reset the ship” so
it is most effectively positioned to take advantage
of divestiture opportunities in a more regulated
environment. This means preserving capital, rationalizing
the balance sheet, and complying with the various financial
reform acts by divesting non-core business and assets.
Strategy
In contrast, we believe that smaller (mid-tier) banks
with strong capital ratios (many of whom have been
accumulating capital over the last 18 months) should
consider ways to build their franchise and deposit footprint
strategically through M&A. Good values abound relative
to historic valuation multiples, both via open market and
FDIC-driven transactions, and these banks may be able to
take advantage of acquisition opportunities while there is
less competition from larger institutions.
Financial Regulatory Reform almost encourages a bank
to clean house, to divest itself of low-margin lending
operations and non-traditional banking businesses, to
determine what area of banking it wants to focus on
— geography, products, a particular customer segment
— and to home in on that. This “back to basics” strategy
also encourages bank executives to ask strategic questions
such as: What is it we want to be? Are we going to be a
bank operation or a non-bank operation? Given the new
regulations, what is our plan to grow? Will that growth
be organic, franchised, a merger of equals? Will we be a
player in FDIC auctions? Each bank should consider where
its profit potential will be and realign its M&A strategy in
accordance with the new regulations.
Target screening
Logically, a bank’s post-reform M&A strategy should
drive the target screening process. For example, if an
institution’s growth strategy includes pursuing acquisitions
via FDIC auctions, it is imperative to consider early in the
screening process how a target business operates, its
growth potential, and its liabilities. This assessment should
be conducted promptly and efficiently, as the FDIC auction
process itself is quite fast. (In a non-FDIC transaction a
potential buyer typically has more time to evaluate the
market, its competitors, and various aspects of the target
business).
Deloitte has observed that there is often more than one
prospective buyer evaluating FDIC purchases. Because of
high levels of interest, banks looking to buy should begin
to screen potential candidates before they are placed
on the FDIC’s sale list. This includes reviewing media
coverage, financial and regulatory materials, and other
publicly published reports that may provide information to
better position the buyer in the bidding process.
One task to consider in the screening process — for both
traditional banking industry M&A transactions as well as
FDIC deals — is to understand the target’s capital picture
in the context of the post-closing combined enterprise.
Some of the requirements emerging from Basel III make
certain low-margin bank businesses less attractive, given
the potential deterioration of the overall enterprise capital
picture, and others more attractive; careful scrutiny of
all financials may be necessary. Also, the accounting
and tax ramifications of a post-reform M&A transaction
can be onerous. Understanding key triggers in the deal
before getting too far down the path is likely important.
Indemnification and other deal-related asset valuations
can be confusing, especially in a loss-sharing scenario
for distressed transactions, so pro forma the balance
sheet and regulatory capital. Also, an understanding of
the part(s) of the target bank the buyer doesn’t want to
keep and developing a strategy for carving them out or
divesting them post-acquisition should be considered.
M&A transactions in a post-reform marketplace 4
Target screeni

Due diligence
Due diligence
In addition to evaluating a target acquisition’s financial
strength by understanding the quality of its assets,
consideration should be given during the due diligence
process to understanding the organization’s penetration
into specific customer segments and its share of wallet
that may be of interest to the buyer. Continuation of client
base is often important, so what is the value of the bank’s
clients? How “sticky” are its deposits? Also, what are the
projected run rate revenues and expenses in the postclosing
environment?
Answering such questions can help to quantify the
potential profitability of the business under a new
corporate umbrella. It also can help to determine whether
a particular business offers long-term value. Some banks
are rushing to purchase divested or distressed operations
because current prices are low; however, the due diligence
process may reveal that an operation might not be
commercially viable and should be shut down rather than
sold.
The following banking industry leading practices may help
potential buyers to navigate a transaction’s due diligence
phase. Suggestions include:
• Identifying items that could potentially have a continuing
significant impact (positive or negative) on future
earnings, including nonrecurring or one-time revenue or
expense items;
• Reviewing the target’s valuation methodologies,
reflecting the effects of the proposed transaction under
the applicable accounting standards (e.g., U.S. GAAP,
IFRS, etc.), as well as assessing recorded assets to obtain
an understanding of their related impact on future
earnings and cash flows that might be significant;
• Understanding the type, amount and timing of potential
operating and non-operating cash flows that could
have a significant continuing impact on future earnings
or liquidity, as well as significant liabilities that may
be triggered as a result of the proposed transaction,
including the impact of employment benefit programs
offered by the target;
• Evaluating the target’s credit underwriting and risk
mitigation policies, processes, controls and procedures,
including performing a loan file review of a sample of
the portfolio;
• Gauging significant taxes that the target may be
subject to, estimating the effective income tax rate, and
distinguishing significant book/tax differences;
• Examining the target’s IT infrastructure and the level of
technology employed, including capacity for growth and
future projects;
• Examining regulatory compliance/exposures, including
Anti-money Laundering (AML) and Office of Foreign
Assets Control (OFAC) issues, as well as understanding
the minimum regulatory capital requirements of the local
markets and any implicit seasonality or volatility.
Transaction execution
Banking industry M&A transactions — particularly
larger ones — will likely attract more regulatory
scrutiny in a post-reform era. In addition, the Office of
Thrift Supervision’s (OTS) traditional role of approving
transactions is being transitioned to the Office of the
Comptroller of the Currency (OCC), which will result
in some banks having to deal with a new regulator.
Therefore, effective contract negotiations — whether the
deal is with the FDIC or an open market transaction — are
a critical part of transaction execution.
For traditional open market deals, a well-defined
transaction agreement is particularly important for
carve-out transactions, given that the seller’s parent
remains post-close, which provides an ongoing enterprise
to give strength to any indemnities per the agreement.
Additionally, a clear transaction agreement provides
greater protection when using contingent consideration as
part of the purchase price, whether it involves an earn-out
or escrowing a portion of the proceeds based upon a
certain acquired asset pool’s performance. It may also
be important to consider early in the process transition
services so that the buyer can successfully operate the
enterprise on Day 1 and is not forced to rely on the seller
or another vendor at the 11th hour, possibly resulting in
less-than-optimal pricing for those services.
In FDIC deals, understanding terms of the transaction
related to loss sharing agreements, asset disposal, and loan
modifications, is an important consideration. Additionally,
a buyer should be mindful of potential financial terms
beyond the closing consideration, including claw backs,
first loss tranches, and equity appreciation rights.
M&A transactions in a post-reform marketplace 5
execution

Integra The current banking market may offer better
accessibility to M&A opportunities than ever
before; however, it also may present banks
with the potential risk of losing customers
and employee talent — particularly during the
integration phase of an M&A transaction — as the
dust from the transaction settles and the economy
begins to recover. Therefore, banks engaging in an M&A
transaction should be cognizant to protect brand value,
shareholder value, personnel, and customers, particularly
during the integration phase.
Integration
Bank customer loyalty has been deteriorating steadily
industry-wide. Customers cite poor service (often the result
of reduced frontline staff), added fees, credit restrictions,
and higher borrower interest rates as areas of discontent.
To forestall additional, post-transaction customer erosion,
banks might consider establishing comprehensive Day
1 programs to seamlessly connect with customers
via enhanced communication, education, and loyalty
incentives.
Financial Regulatory Reform is likely to generate other
integration-related challenges. Every banking institution
will be subject to greater scrutiny under reform, which
can add pressure to the process of combining two
organizations Customer, employee and investor complaints
might be more closely tracked, as might executive pay,
general ledger (GL) reporting, legal entity reporting,
and overall risk to the system. To properly manage this
increased regulatory oversight, bank personnel should
work to thoroughly understand the customer, operations,
and financial data associated with the ins-and-outs of
daily business. As a result, data tracking and management
likely will increase in importance, as well as streamlined,
transparent, and recognizable accountability to
accommodate the new regulations.
It is possible that the industry may see more divestitures
post-acquisition, a consideration that may impact the
integration phase. For example, a bank may want to buy
a particular candidate (e.g., a broker-dealer), but it has
a piece of business (e.g., proprietary trading/PE) that will
have post-reform punitive value from a regulatory capital
usage perspective. In this case, the purchasing institution
may consider developing a Day 1 plan for its divestiture.
Divestitures
Banks seeking to divest an asset — whether it is troubled,
low-margin or a non-traditional banking operation that
must be shed due to new regulatory requirements — have
an opportunity to achieve three important objectives:
improve their liquidity, shrink their balance sheet to more
easily meet new capital requirements, and narrow their
focus to the products, geographies and/or segments that
offer more profit potential.
Similar to the acquisition process, deciding whether or
not to divest part or all of an operation requires bank
executives to ask some fundamental questions: What
kind of institution do we want to be? What is important
to our customer base? Does this business support our
growth strategies? How do we want to position our
brand? How will a divestiture impact our overall legal and
regulatory structure? Once these and related questions
have been answered, the bank should decide if it wants
to completely divest the business or just move to a more
limited involvement (e.g., keep a minority stake of the
management company and general partnership of an
investment management subsidiary to be divested).
The difference between a prepared or unprepared seller as
the market stabilizes and begins to turn can significantly
impact the price, terms, and execution of a divestiture.
A prepared seller conducts its own assessment of the
business being carved-out from the buyer’s perspective
to better identify key issues that could affect valuation
and the ability to close the deal. Also, the seller should
carve-out the business’s assets and operations — its
financials, people, and processes — and anticipate
the buyer’s needs for standalone operations, ongoing
transition support, and regulatory requirements. Specific
areas of preparation often include:
• Assessing the trend of historical regulatory and working
capital and their related impact on a standalone basis;
• Conducting sell-side due diligence to identify issues with
and gaps in financial, tax, and operating data that will
need to be addressed during the buyer’s due diligence
process;
• Evaluating the need for and preparing carve-out
financials to satisfy regulatory and financing
requirements;
• Demonstrating how to operate the carve-out without its
current parent company;
• Providing detailed analysis around the current IT
environment, including the current cost structure,
expected future capital expenditures, and any
dependencies on systems and personnel at the parent
organization, as well as across divisions and geographic
locations;
• Delineating the current employment benefits offered by
the business and the resulting impact of the proposed
transaction;
• Providing a detailed analysis of any regulatory
compliance/exposures and capital requirements.
M&A transactions in a post-reform marketplace 6

Tax-related considerations for divestitures
Altering or selling existing legal entities will trigger
tax consequences and potentially expose financial
institutions to one-off costs and tax technical
challenges. However, realigning the organizational
configuration and legal entity structure also
presents opportunities that could reduce overall
operating complexity and potentially provide tax
benefits. Tax matters that may present themselves
when institutions divest non-core businesses and
rationalize their legal entity structure include:
• Transaction-related issues such as qualification
of the transaction as a tax-free spin-off or other
tax-free reorganization, and tax issues regarding
loss on sale of subsidiary stock;
• Tax attribute preservation and understanding tax
attributes of divested businesses, including E&P
and tax basis;
• Income tax accounting carve-out issues;
• Tax-efficient deployment and repatriation of
capital and other international structuring;
• Transfer pricing policies, which may be under
increased scrutiny via the increased regulatory
mandates. At the same time, rationalization
and rebalancing of global capital combined
with enhanced regulation and reporting
will likely require new intercompany pricing
methodologies and supporting documentation;
• Multistate tax consequences stemming from
both internal restructurings and external
transactions;
• Treatment of transaction costs;
• Tax sharing issues, including who is responsible
for historical tax exposures;
• Day 1 tax readiness of divested and realigned
businesses, including post-transaction
preparedness with regard to transaction taxes,
such as sales and use, VAT, and customs excises.
Concluding thoughts
Mitigating the challenges and maximizing the
opportunities arising from the Dodd-Frank Act, Basel III,
and other reform legislation may prompt banks to be more
agile, flexible, and strategic than ever before.
Currently, bank executives’ focus should be on
understanding Financial Regulatory Reform and its
potential implications (e.g., smaller balance sheets, legal
entity rationalization, decisions on non-bank operations,
such as private equity and hedge funds, etc.) and on
investigating which types of divestitures and acquisitions
would be most accretive or create the most value under
the new regulatory constraints. In this way, banks can
more favorably position their organization to compete in
the post-reform landscape.
In addition, executives should understand their
organization’s growth objectives, what it is trying to
become, and how M&A can help to strengthen the
bank’s presence in certain products, segments, and/or
geographies. Sometimes it is helpful to have an outside
source look at the bank’s capabilities and its ability to
execute transactions overall.
Financial Regulatory Reform offers well-capitalized banks
and other financial institutions unprecedented M&A
opportunities. However, once the FDIC auction process for
attractive franchises subsides and non-traditional banking
assets are divested, it may be years — even decades —
before this volume of enticing properties are again on
the market. Reform will require a leanness that enables
organizations to deal with all phases of the M&A process
smoothly and effectively — no matter their size.
M&A transactions in a post-reform marketplace 7

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Copyright © 2010 Deloitte Development LLC. All rights reserved.
Member of Deloitte Touche Tohmatsu Limited
Authors
Thomas Kaylor
Principal
Valuation Services
Deloitte Financial Advisory Services LLP
+1 212 436 2409
Tkaylor@deloitte.com
Paul Legere
Principal
M&A Consulting Services
Deloitte Consulting LLP
+1 312 486 2289
plegere@deloitte.com
Tom Rollauer
Director
Regulatory & Capital Markets Consulting
Deloitte & Touche LLP
+1 212 436 4802
trollauer@deloitte.com
Jay Langan
Partner
M&A Transaction Services
Deloitte & Touche LLP
+1 212 436 2646
jalangan@deloitte.com
Anthony Passalaqua
Director
M&A Transaction Services
Deloitte Tax LLP
+1 212 436 5501
apassalaqua@deloitte.com
Andy Wilson
Partner
M&A Transaction Services
Deloitte & Touche LLP
+1 312 486 3587
andwilson@deloitte.com