Banking and Securities M&A Outlook Opportunities Amid Uncertainty

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Banking and Securities M&A Outlook Opportunities Amid Uncertainty Banking and securities M&A outlook Opportunities amid uncertainty Brochure / report title goes here | Section title goes here 2 Banking and securities M&A outlook | Opportunities amid uncertainty Overview and outlook Following 2015’s record resurgent year for banking and securities mergers and acquisitions (M&A), first-half 2016 activity was tempered somewhat by persistent low interest rates and elevated regulatory pressure on the investment banking industry. While dealmaking increased in the latter part of the year— with higher deal values than the sector has seen in some time—post-election uncertainty may slow 2017 M&A until greater clarity emerges around the coming regulatory landscape. Even so, large national banks are likely to continue strategic While financial technology (fintech) acquisitions have divestitures to trim their expenses and footprint, shedding historically focused on revenue-enhancement opportunities, non-core businesses and those which don’t generate sufficient we see greater value-creation opportunities today return on investment. Large regional banks above $50 billion in leveraging fintech as a tool for cost mitigation and in assets could continue making strategic acquisitions to rationalization. Continued advances in automation and gain greater scale and absorb regulatory compliance and other fintech applications can drive new efficiencies across operational costs. As a result, business line and geographic banking and securities' back office and customer service market share growth may be opportunistic; valuations for functions, but would require the creation and oversight of these assets should rise as the targeted asset pool gets strong governance structures and control mechanisms. progressively smaller. If systemically important financial And while fintech M&A deals appear to be on banks’ institution (SIFI) threshold rules remain unchanged, smaller and investment management (IM) firms’ radars, many regionals approaching the current $50 billion threshold will organizations may opt for partnerships and joint ventures likely try to get comfortably above that mark to attain the (JVs), an easier path to dip a toe in fintech’s waters. necessary operational and compliance heft. However, the bulk of bank M&A is expected to once again occur within the $1 In this report, we review 2016 M&A activity in banking, billion to $10 billion range. specialty finance, IM and securities, and fintech; share our expectations for 2017; and review selective trends and issues that have the potential to influence sector M&A activity in the coming year. 3 Banking and securities M&A outlook | Opportunities amid uncertainty Review and outlook Banking 2016 activity With 249 announced deals as of December 31, 2016 for the prior year period and 140 percent for full-year 2015) banking M&A volume was down a bit from 2015’s total of and buyers’ difficulty raising capital due to low stock prices 286 transactions. This is not particularly surprising given resulting from larger macroeconomic issues limiting revenue the disconnect between sellers’ expectations for higher growth. However, as we anticipated, deal sizes are coming up: valuations (even though YTD price/tangible book value through average deal value rose from $154.4 million in 2015 to $161 October 31, 2016, dipped to 130.4 percent from 138 percent million in 2016 (Figure 1). Figure 1: Banking deals (by region and average overall deal value) M&A Activity - Banking M&A activity—Banking 350 $200.0 $180.0 300 $176.3 31 30 $161.0 $160.0 $154.4 28 250 51 25 $140.0 38 33 39 39 26 $120.0 $106.9 200 $113.5 43 36 61 64 56 $100.0 60 $95.8 12 150 Number of deals 13 10 $80.0 62 9 73 $60.0 Average deal value ($m) 100 8 123 106 7 114 110 $40.0 79 50 61 $20.0 30 35 24 25 18 19 0 $0 2011 2012 2013 2014 2015 2016 Total number 240 272 243 308 286 249 of deals Mid-Atlantic Midwest Northeast Southeast Southwest West Average deal value Note: Average deal size is based on disclosed deal values. 60%, 49%, 39%, 43%, 41%, and 36% of reported deals did not disclose deal values for FY11, FY12, FY13, FY14, FY15, and FY16, respectively. Source: SNL Financial—M&A market data, http://www.snl.com. 4 Banking and securities M&A outlook | Opportunities amid uncertainty Banking: 2016 top five deals by deal value Agreement Deal value Target general Target Buyer Target date ($m) industry type region Canadian Imperial Bank of Private Bancorp, Inc. 6/29/2016 $3,834.09 Bank Midwest Commerce Huntington Bancshares FirstMerit Corporation 1/26/2016 $3,437.42 Bank Midwest Incorporated TIAA Board of Overseers EverBank Financial Corp 8/8/2016 $2,513.08 Savings bank/thrift/ Southeast mutual F.N.B. Corporation Yadkin Financial 7/21/2016 $1,476.07 Bank Southeast Corporation Toronto-Dominion Bank Scottrade Bank 10/24/2016 $1,300.00 Savings bank/thrift/ Midwest mutual Source: SNL Financial—M&A market data, http://www.snl.com. From a regional perspective, the Midwest and Southeast led Small banks pressured by prolonged low interest rates, deal volume in 2016, racking up 110 and 60 deals, respectively, cost-burdensome regulatory compliance and technology of the year’s total 249 transactions. Both regions’ composition upgrades, depopulation in rural service areas, and the of smaller, more acquirable banks and the shift of banking search for talent often face a tough choice: either consolidate assets as a result of population movements are likely the to build scale or be purchased. In fact, the majority of reason for their higher deal volume. In addition, the Midwest banking M&A deals in 2016 occurred at the small-bank had three of 2016’s top five transactions in terms of deal value level, with most acquisition targets holding less than while the Southeast had the other two. $1 billion in assets (Figure 2). These transactions were aimed at helping struggling institutions counter margin and return on equity (ROE) pressures, broaden their real- estate-heavy asset base, and spread regulatory compliance and technology investment costs over a larger base. 5 Banking and securities M&A outlook | Opportunities amid uncertainty Figure 2: Bank transactions by asset size Historically, the significant majority of bank acquisition targets in the United States have had less than $1 billion in assets. Targets by asset size 300 258 256 250 218 203 200 150 100 50 27 23 24 20 3 4 0 0 2 2013 2014 2015 2016 $1 B Assets $1B - $10B Assets $10B Assets Source: SNL Financial—M&A market data, http://www.snl.com. 6 Banking and securities M&A outlook | Opportunities amid uncertainty What we expect to see for 2017 threshold would be good news for banks above $50 billion that Post-election regulatory uncertainty is likely to extend well into are looking to grow without incurring the additional regulatory 2017. Yet there are positive signals for increased banking M&A burden of becoming a SIFI. in the coming year. First, sellers are still looking to sell; there’s definitely supply available. The hurdle to deal completion in One topic that bears monitoring: If the new administration’s 2016 was the gap between expected valuations and buyer proposed three-legged stool of monetary spending, tax capital constraints. But entering 2017, bank stock prices are up. cuts and general deregulation creates economic growth, If the rally is sustainable, it may open up new deals because the inflation rate may pop up, interest rates may also rise, buyers have more currency in their stock price that, potentially, customers may want to increase bank deposits, and banks may serve to bridge bid/ask gaps. Also, the Federal Reserve may see organic growth for the first time in a long time. Such a Bank’s (the Fed) December 2016 rate hike and expectations for scenario could take buyers out of the market who were reliant additional hikes in 2017 are positive indicators for M&A activity. on M&A as their main avenue of growth. It also could enhance potential sellers’ financial performance, improve their franchise Second, some regulatory relief, especially if it’s focused values, and increase their desirability to buyers. Additionally, in on smaller banks, may reduce cost pressures on these a domino effect, sellers’ improved financial performance would institutions, make their sale to larger banks less likely, thin increase the valuations of potential buyers, enhancing their the pool of sellers, and potentially increase valuations due to stock currency. In short, it has been so long since there has scarcity. Instead, small banks may become more interested been true topline growth that there isn’t a precise road map as in merging with peers to open up new revenue sources and to how potential sellers and buyers will respond. Stakeholders realize economies of scale on regulatory and operational should evaluate numerous competing forces when monitoring costs. Third, a potential softening of the $50 billion asset policy shifts. 7 Banking and securities M&A outlook | Opportunities amid uncertainty Specialty finance 2016 activity After the GE Capital divestitures of 2015, we expected of CIT Group Inc. The transaction, which is expected to close in specialty finance M&A activity to slow in 2016—both in deal first quarter 2017, will create a leading aircraft leasing business volume and size—and it did. The number of completed deals with an owned, managed, and committed fleet of 910 aircraft dropped from 86 in 2015 to 63 in 2016, and average deal value valued at over $43 billion. decreased from $1.1 billion to $655 million (Figure 3). A lack of sizeable inventory to be sold was a major contributing factor Three of the top 10 deals announced in 2016 were to 2016’s slowdown— over the last five years, the bones have consolidations to gain scale and counter competitors’ moves; been picked pretty clean.
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