theBHCA.org — Winter 2019

BankBank Holding Company AssociationOwner Magazine FALL SEMINAR COVERAGE: • Finding the right M&A partner • Mergers of Equals REFLECTING ON • Title issues in M&A • TCF Leader: Be great at something A STRONG 2019 • Be guided by your ‘True North’ PREPARING FOR FED DATA SURVEYS A GREAT 2020 The following companies are Associate Members of the BHCA: Armstrong Teasdale LLP Country Club Fiserv Modern Banking Systems St. Louis, Mo. Eden Prairie, Minn. Minneapolis Ralston, Neb. Paul Cambridge Josh Kiefer Brett Scholder Robert E. Neville 314-621-5070 612-851-0310 651-270-1189 800-592-7500

Ballard Spahr, LLP D.A. Davidson & Co. Fortress Partners Northern State University Minneapolis Chicago Hartland, Wis. School of Business Scott Coleman Steve Nelson Jon Bruss Aberdeen, S.D. 612-371-2428 312-525-2769 262-369-1095 Robert Preston 605-626-2400 BancList.com David R. Peltz & Co., P.C. Fredrikson & Byron P.A. Overland Park, Kan. Minneapolis Minneapolis Oak Ridge Financial Charles L. Perry, Jr. David R. Peltz Karen L. Grandstrand Minneapolis 603-363-8100 952-525-0336 612-492-7153 Craig Mueller 763-923-2205 Bank Group Dickinson Mackaman Gray Plant Mooty Edina, Minn. Tyler & Hagen, P.C. Minneapolis Olson & Burns, P.C. Mark Blake New! Des Moines, Iowa Sally Stolen Grossman Minot, N.D. 800-931-7782 See Pg. 17 Howard Hagen 612-632-3007 Richard Olson 515-244-2600 701-839-1740 Barack Ferrazzano, LLP Hovde Group LLC Chicago/Minneapolis Dorsey & Whitney LLP Chicago OneBeacon Financial Services Joseph Ceithaml Minneapolis Kirk Hovde Plymouth, Minn. 312-629-5143 Jay Kim 312-436-0779 Craig Collins 612-354-7425 612-492-6144 952-852-2434 Howard & Howard Attorneys BKD CPAs & Advisors Dougherty Funding LLC Royal Oak, Mich. Performance Trust Kansas City, Mo. Minneapolis Michael M. Bell Capital Partners Michael Flaxbeard Greg Bolin 248-723-0493 Chicago 816-221-6300 612-317-2000 Michael Ritter HTG Architects 312-521-1459 Boardman & Clark LLP Eckberg Lammers, P.C. Eden Prairie, Minn. Madison, Wis. Stillwater, Minn. Jeff Pflipsen Piper Jaffray John Knight Nick Vivian 952-278-8880 Minneapolis 608-283-1764 651-379-3080 JoAnn Hinnenthal Insurance Strategies, Inc. 612-303-2157 Brady, Martz & Assoc. Edelman & Co., Ltd. Elm Grove, Wis. Grand Forks, N.D. Milwaukee Deb Forsaith Promontory Ryan Bakke Robert Edelman 800-236-6866 Interfinancial Network 701-420-6856 414-228-9314 Des Moines, Iowa JPMorgan Chase Bank N.A. Steve Davis Business Credit Reports Eide Bailly LLP Milwaukee 515-240-5451 Gallatin, Tenn. Fargo, N.D. Doug Gallun Debbie Golbach Gary Smith 414-977-6724 Raymond James 615-989-7005 303-586-8510 Memphis J.T. Miller Company, Inc. John Fisher CASE Equias Alliance, an NFP Co. Hamel, Minn. 901-579-2602 Anoka, Minn. Prior Lake, Minn. Daniel D. Miller Troy Case Eric Hilgenberg 763-512-1950 Reinhart Boerner 763-323-1048 952-435-7737 Van Deuren s.c. Malzahn Strategic Milwaukee CBIZ FHLB-Des Moines Maple Grove, Minn. John T. Reichert Minneapolis Johnston, Iowa Marci Malzahn 414-298-8445 Kris St. Martin Mike Farrell 612-242-4021 763-549-2267 515-443-5709 Roach Law Office, P.A. Messerli Kramer Minneapolis CLA Felhaber Larson Minneapolis Joe Roach Minneapolis Minneapolis Michelle Jester 612-819-0209 Neil Falken Jacob Hendricks 612-672-3718 612-376-4532 612-373-8575 RSM US LLP The Micah Group Minneapolis Plymouth, Minn. Hank Donatell Mike Nowezki 612-629-9670 612-850-0220

2 Bank Owner — theBHCA.org Ruder Ware, L.L.S.C Wausau, Wis. New! Matthew Rowe Winter 2019 See Pg. 17 715-845-4336 Bank Owner

Sandler O’Neill + Partners Chicago Chris Hopkins 312-281-3472 CONTENTS

SHAZAM Johnston, Iowa Patrick Dix Columns: 800-537-5427 President’s Observations: Sheshunoff & Co. BHCA has grown stronger throughout the year; outlook is positive...... 4 Austin, Texas By Rick M. Wall Curtis Carpenter Down to Business: 512-703-1578 As plans for 2020 take shape, we can celebrate a successful 2019...... 5 Skip Rock Consulting By Tom Bengtson Minneapolis Jaime Nolan 952-913-8765 Fall Seminar Coverage: Best deals are dependent on finding the right partner...... 6 Stinson LLP Minneapolis A ‘merger of equals’ is easier said than done...... 8 Adam Maier Title issues not to be ignored in bank M&A...... 9 612-335-1412 Scenes from the 2019 Fall Seminar...... 10 Sycorr Photos by Ellen D. Photography Fargo, N.D. Jeremy Neuharth need ‘something great’ to stay independent...... 12 855-212-1155 Bill George urges bankers to live up to their ‘True North’...... 14 UMB Bank n.a. Departments: Kansas City, Mo. Associate Member Listing...... 2 Stephen DuMont 816-860-8707 Fed Notes: A look at the Fed’s main types of data collections...... 15 UMACHA Brooklyn Park, Minn. Holding company transaction report...... 16 Rhonda Whittaker New to BHCA...... 18 763-201-9609

Vanman Architects and Builders, Inc. Plymouth, Minn. Adam Holmes 763-541-9552

Winthrop & Weinstine, P.A. The Bank Holding Company Association exists to The Bank Owner magazine is the quarterly Minneapolis provide education and business connections critical publication of the BHCA. The magazine is your Edward J. Drenttel to the vitality of bank holding companies. best source for BHCA information, including 612-604-6400 Found in 1981, the BHCA welcomes Members upcoming events. Members receive the magazine from around the country. Holding companies of all in the mail and have access to an online version in Wipfli, LLP sizes from throughout the Midwest make up a majority the members-only section of our website, theBHCA. Minneapolis of the current membership. Companies that serve org. Managing Director Tom Bengtson serves as Maureen Fassbinder bank owners, their holding companies and banks, are editor. Contact him at (952) 835-2248 or 1-800- 651-766-2853 welcomed as Associate Members. 813-4754 or email us at [email protected].

© 2019 Bank Holding Company Association Cover art by Ellen D. Photography

Winter 2019 3 PRESIDENT’S OBSERVATIONS

2019 BHCA Board of Directors:

BHCA has grown stronger President Rick M. Wall throughout the year; outlook is positive Highland Bancshares, Inc. Minnetonka, Minn.

2019 has been a great year for the Bank Holding Company Association. Vice President It has enjoyed strong attendance and achieved high marks for the Harry Wahlquist programming at the seminars. It has taken the time to plan for the future, MidWest Bancorporation, Inc. completing a strategic planning session and developing a better focus on Eden Prairie, Minn. the purpose and mission of the association. In 2019, it has continued Treasurer to strengthen its balance sheet and has the capacity to weather some Mary Jayne Crocker economic headwinds. Most importantly the Association has continued to Bridgewater Bancshares, Inc. grow its membership base in the face of an industry where the number of Bloomington, Minn. bank holding companies is declining. Much of this work has been done by Tom Bengtson and his staff at NFR Communications. Through his Immediate Past President leadership the organization has continued to offer valuable contacts and By Rick M. Wall Brenda L. Johnson Highland Bancshares, Inc. Charter Bankshares, Inc. insight to its members. Minnetonka, Minn. Eau Claire, Wis. 2020 looks like it will be another good year for the association. First, I’m pleased that the board has negotiated a new five-year agreement with NFR to manage the Directors: association. The five-year agreement replaces the current three-year agreement that expires this Denise Bunbury month. The new contract encourages Tom and his group to continue to offer meaningful and State Bankshares, Inc. Verona, Wis. relevant programing to help our members as bank owners, executive operators and directors, the opportunity to network and learn about what’s happening in our rapidly changing industry. Michael J. Finley It also incentivizes NFR to continue to innovate and offer new products, such as the National Janesville Holding Company Holding Company Directory launched in 2019. Secondly, in 2020 Harry Wahlquist ascends to the Janesville, Minn. president’s chair of the association, bringing his enthusiastic and gregarious charm, love of banking and Pioneer Banker level of experience. A strong champion of community banking, Harry is a great Paul Means Great River Holding Company person to lead the board in 2020. Baxter, Minn. In order to align ourselves with the way most associations operate, such as the MBA, ABA and ICBM, the BHCA has changed its dues methodology to a sliding scale and abandoned the tiered Michael R. Segner billing approach. In the new system, each bank is charged based on its June 30 call report assets. In WCF Bancorp. comparing the cost of the Bank Holding Company Association to other industry groups, it’s clear Webster City, Iowa that BHCA is a very good value providing a lot of insight and information at a relatively low cost. Timothy Siegle Given the steady membership increase, our members are proving that they are getting value from First Holding Co. of Cavalier, Inc. the association. Cavalier, N.D. Because networking is one of the most highly rated benefits of being a BHCA member, I encourage each one of you to reach out to a non-BHCA member and encourage them to join or Jeffrey L. Weldon attend a seminar. More owners, executives and board members will make networking even more CLA Minneapolis, Minn. valuable. Tom, his staff and the BHCA board do a good job of encouraging members to join but there are still about 70 percent of the bank holding companies in our Upper Midwest primary Toll Free market area that are not members. I’d love to have them join us and experience the benefits of being (800) 813-4754 members. While banking continues to offer plenty of challenges, from advances in Fintech, a flat Twin Cities (952) 835-2248 yield curve, continued unfair competition from tax-free competitors, regulatory changes, the uncertainty of a long-lived economic expansion, cyber risk, and many others, the BHCA will be www.theBHCA.org here trying to help each of us work through the obstacles and capitalize on our opportunities. With this column I conclude my service as president of the BHCA. It has been a great year and I sincerely appreciate the support of my colleagues on the board and the entire membership of the organization. Best wishes to each of you for the remainder of 2019, and best wishes for a great 2020. n

4 Bank Owner — theBHCA.org DOWN TO BUSINESS

As plans for 2020 take shape, we can celebrate a successful 2019

The year is winding down, which means we are well on host a bank owners’ boot camp. I am our way to planning BHCA events for 2020. This year has pleased to announce that we will be been stellar for the association, with two well-attended jointly presenting a one-day seminar seminars in the Twin Cities, in addition to a strong one-day on Tuesday, April 7 at the Stinson event in Kansas City last spring. 2019 is also the year that offices in Kansas City, Mo. Watch for we introduced a new printed directory of holding companies more information on this event in the across the nation. That product was well-received and we look coming months. This is a great way forward to producing the 2020 edition in time for Spring to benefit from BHCA education if Seminar distribution. you work in Kansas, Missouri, Iowa, The 2020 Spring Seminar, set for May 4-5, is going to Nebraska or other state convenient to By Tom Bengtson include a new event. We will be hosting a luncheon in Kansas City. BHCA Managing Director advance of the seminar’s 3 p.m. opening on Monday, May 4. Furthermore, we are in discussion The luncheon will be presented in honor of next generation about possibly hosting one-day banking leaders. We will have a speaker and honor several seminars in other locations during April. It would be outstanding mid-career industry leaders. This will be an premature to announce anything now, but my hope is by the opportunity for bank owners and other BHCA members to end of the year, we will have one or two other events scheduled bring along directors and key staff, who might benefit from for major metro areas in the Midwest/Central states. Watch exposure to the BHCA and its membership. for information as it becomes available. The Fall Seminar is set for Oct. 5-6; we will continue One of the many things I love about serving as managing to explore the topic of mergers and acquisitions from the director of the BHCA is working with a board of directors. perspective of banks seeking expansion and working to For nine years, I have been blessed to work with great bankers perservere their independence. We have had very strong who agree to volunteer their time to serve on the BHCA attendance the last three years with this topic; clearly there board. It is a real privilege to sit down at a table with these is a great level of interest. As an organization that focuses on folks and discuss the details of association and industry ownership issues, the BHCA is uniquely positioned to provide business. You get to see a side of a person that you typically this education. We view providing such an education as a otherwise don’t see. People have ideas and reactions that serious responsibility. stimulate great discussions. I have really appreciated watching Both 2020 seminars will take place at the Minneapolis the BHCA leaders in action. Everyone runs a meeting slightly Airport Marriott hotel in Bloomington, Minn. After a three- differently, but I have been impressed by the leadership style year run at the Hyatt, we are returning to the Marriott, where of each of the leaders of the association over the past decade. the BHCA seminars were conducted for several years. The Rick Wall of Highland Bancshares, Inc., Minnetonka, Minn., Marriott is a great host, and the hotel has been thoroughly who is concluding his year as BHCA president in a few weeks, updated since we last conducted a seminar there. Networking demonstrated excellent leadership, instigating important time is an extremely important part of the seminar schedule, discussions about strategic planning, contracts, dues and other and the Marriott has excellent space for our receptions and key membership issues. I learn from each board member, and between-session conversations. The parking at the Marriott is especially from the presidents. easy, and as you know, the hotel is convenient to the airport According to the BHCA bylaws, board members are eligible and the Mall of America. to serve two consecutive three-year terms. At the annual We didn’t have a theater night with the 2019 Fall Seminar, meeting conducted at the Fall Seminar in October, three but make plans now to be part of the theater night Tuesday, current board members nearing the end of their first term, May 5 at the Spring Seminar when we will be taking in The applied to serve a second term. Brenda Johnson of Charter Music Man at the Chanhassen. Bankshares, Inc., Eau Claire, Wis., Tim Siegle, First Holding Our one-day events are growing in popularity. For the last Company of Cavalier, Inc., Cavalier, N.D., and Mike Segner two years, we have partnered with the Stinson law firm to of WCF Bancorp., Webster City, Iowa, were all re-elected, so

Down to Business, Continued on page 9

Winter 2019 5 FALL SEMINAR COVERAGE By Alaina Webster With industry pressure mounting, best deals are still dependent on finding the right partner As of this writing in late October, following the Great Recession and isn’t Management succession 2019 has seen 175 bank mergers, with expected to. and talent acquisition 264 predicted by year’s end, according “One thing we’re seeing right now “Management succession is the to data from Sheshunoff & Co., an in- is investor groups looking at [de novos] No. 1 reason that a bank hires us to vestment banking firm that specializes and seeing all the capital that’s needed find them a buyer,” said Carpenter. in mergers and acquisitions. Speaking to create a de novo, regulatory pres- “Over half of the time, it’s because of at the Bank Holding Company Asso- sure, and [investors aren’t] going to be a management succession issue. Sec- ciation’s Fall Seminar in Minneapolis, making any money for five years or so,” ond is changing demographics. People Sheshunoff’s Curtis Carpenter and said Kirk Hovde, managing principal and in rural communities — you have kids John Adams noted that while head of investment banking who grew up in those communities the M&A market is cer- at Hovde Group, LLC., who often live in the big city. They tainly healthy and active who also presented at don’t want to come back and run the at the moment, the Curtis the Fall Seminar. “Why bank.” numbers are not out of Carpenter do that when there In a recent survey of bank CEOs the ordinary. are still smaller banks conducted by Sheshunoff, staffing “When you look at out there that you challenges or succession issues were the pace of bank merg- can acquire for $150 ranked as the “biggest long-term con- ers going all the way back million to $200 million cern” by 36 percent of respondents. to before the [financial] and use it as a platform “I think all of you out there can say crisis, the average of the past and inject less capital to that hiring good and new talent … is 13 years has been 266 bank charters finance and grow that bank?” difficult to come by,” said Hovde. “So exiting the industry every year,” Car- The combination of steady M&A when you can take another bank that’s penter said. activity and the almost nonexistent got a good, young core group of bank- This steady M&A activity is decreas- de novo market will lead to a much ers, not just to run your bank but at ev- ing the number of banks throughout smaller number of banks by 2029, ery level, that’s a pretty attractive thing the nation and creating a larger class of Sheshunoff estimates. For example, to acquire. The difficult part is, can you mid-size or regional banks, those with Minnesota currently has 286 char- ever put a number on that, and say this assets of $1 billion or more. tered institutions, but the firm esti- is how much value that cre- “We lost well over half of the banks mates it will have just 166 banks ates? If you’re saying that were under $200 million before 10 years from now. Texas, there are 20 open the financial crisis,” Carpenter said. which currently houses 433 positions at your John “The industry is migrating toward a banks, will have only 251, Adams institution, it’s larger asset size. The average commu- and South Dakota, which going to be hard nity bank is larger than it’s ever been, today has 63 banks, will to fill that organi- and it gets larger every year as banks see the number of institu- cally.” on the smaller end are merging into tions shrink to 37. Adding to the banks on the larger scale.” What’s trending in M&A ac- strain of changing And whether it’s because of regu- tivity today? According to Carpen- demographics and an latory hurdles (an issue during the ter and Adams, it’s a mix of timeless aging C-suite workforce, Obama administration) or a dearth factors that rarely change, regardless of historically low unemployment has led to of interested shareholders willing to the economy, political shifts or regula- an extremely tight labor market, making wait to turn a profit (a current issue), tory changes and a few new players acquiring talent via merger that much de novo activity hasn’t gained speed entering the arena. more appealing. 6 Bank Owner — theBHCA.org Sustainability pricing. transaction, their question is what’s the The trend toward larger institutions “The premium being paid for deposits price to get the deal done?” should come as no surprise, particularly has accelerated far faster than the in- The political and regulatory differenc- as many community banks report feeling crease in the Fed funds rate, and so even es between banks and credit unions not- too small to remain competitive. with the Fed turning rates down slightly withstanding, as Hovde pointed out, “If “We have a 21 percent corporate tax recently, and perhaps going forward, we you want to get out, if your shareholders rate. We’ve got a more favorable inter- don’t think the premium on deposits is want to get out all cash, credit unions’ est rate environment than we’ve had in going to slip that much,” he continued. cash is worth the same as your cash.” a long time. We’ve got asset quality that Marrying a rural bank with strong de- Carpenter acknowledged that bank/ is the cleanest we have seen in at least posits to a larger bank with more capital credit union mergers are complex, but 15 years. We’ve got a favorable regu- and better tech capabilities can be a win he, too, pointed out that there may be latory environment,” Carpenter said. for both institutions. benefits to such partnerships. “Really, every light on the dashboard “I had a bank back in ’15 that had a 35 “[Credit unions] don’t look at price is green for community banks, and yet percent loan-to-deposit ratio and about per share. They don’t look at EPS accre- even still only about 50 percent are 30 basis point cost of funds,” tion, and they don’t look at tangible earning a 1 percent or higher ROI, which Hovde told the assembly. book value dilution,” he said. equates to around 10 or 11 percent “At the time, it wasn’t “They just want to know, ROE. So you can imagine the half of the extremely attractive ‘What’s the highest price industry that is not earning a 1 percent because people were Kirk that somebody could return on assets is thinking about align- saying, ‘we need Hovde pay in this market? And ing with someone. That discussion is loans.’ Now, I would we want to go a little occurring in boardrooms.” love to be selling that higher.’ Not a bad buyer Sheshunoff’s CEO survey found that bank because you’d to match up with.” 31 percent of respondents believed have every single bank Plus, as Adams pointed they were not large enough to be out there in the market say- out later in the presentation, competitive, and a survey of attendees ing, ‘I’m buying that. I’m going “Consolidation reduces the num- at the 2019 Bank Director “Acquire or to compete with the next person to get ber of traditional buyers … so you have Be Acquired” conference found that those deposits.’” to take that into consideration.” 38 percent felt their institutions had “Boards are kind of left with the limited deposit growth capabilities, and Credit unions acquiring banks same strategic options they’ve always 32 percent were struggling to keep pace While the vast majority of M&A ac- had,” Carpenter said, summing up the with technological change. tivity is still bank on bank, the increase presentation. “But with the change in “It’s getting harder and harder to in the number of banks being purchased the industry, it kind of changes the fo- be competitive on technology costs,” by credit unions can’t be ignored. cus, the status quo. A lot of community Hovde said. “When you’ve got JP Mor- According to Sheshunoff’s data, from banks are making more money in 2019 gan spending $10 billion a year on tech, 2014 to 2017, credit unions only bought than they have made in a decade, and how are you supposed to compete on seven banks. In 2018 and 2019 alone, they’re loving the profitability, and the the tech side of things when you’re up that number almost tripled as credit status quo looks better to them than it’s against that? If you’re a $100 million unions purchased 19 banks. looked in quite a while. But there may bank that is focusing on your core busi- “Credit unions cannot issue stock, so be some clouds on the horizon. ness, you’re kind of viewing tech as, they can’t raise capital,” Carpenter said. “Is it the right time to sell?” Carpenter ‘Hey, I’ll just go with whatever my core “The only capital they have to spend is posed hypothetically. “One of the things processor tells me to do.’” the capital that has accumulated on their you may have heard us saying is that a Both tech and deposit concerns can balance sheets. They’re very regulatory lot of this is determined by whom you be addressed through the right merger, conscious. They don’t want to strain their pair up with. The timing to sell a bank however. capital. So, they’re conservative in that can be driven by the buyer’s availability “Deposits are king in the industry way, but they are not conservative on and partnering with the right buyer, right now,” Carpenter said. “A lot of pricing. If they want a particular trans- maybe even waiting for a key buyer to smaller, rural banks have got them, and action, if there’s a particular strategic finish doing a transaction so you can be that has been beneficial to rural bank initiative that they accomplish by doing a the next one in the queue." n

Winter 2019 7 FALL SEMINAR COVERAGE By Alaina Webster A ‘merger of equals’ is easier said than done

Mergers of equals (MOEs) have become something of a “unicorn” in banking circles. They’re rare. “Mergers of equals — always a popular topic at conferences, always a popular topic among bankers,” said Curtis Carpenter of Sheshunoff & Co., at the BHCA Fall Seminar. “We know it’s very difficult to see them through to the finish, mostly because of social issues.” Later in the day, during a Q&A with Karen Grandstrand of Fredrikson & Byron, Craig Dahl, president and CEO of Detroit-headquartered TCF Financial Corp., described his organization’s merger with Chemical Bank. “Dave Provost, who was the CEO of Chemical, told me Karen Grandstrand, Fredrikson & Byron and Craig Dahl, president that he’s been called by other bank CEOs about how [the and CEO of TCF Financial Corp., present at the BHCA 2019 Fall Seminar. merger] went, and he said, ‘Well, have you ever heard of banks combined, all lenders would have been reassigned a reverse mortgage? … This is like a reverse divorce. You away from CRE, a plan destined to fail. think, who gets the house, who gets the boat, who keeps “Learn all about the target and culture to see if it’s a good the puppy. If you agree on all that up front, then you fit. You aren’t just buying assets and assuming liabilities,” have a chance to do a deal,’” Dahl shared. Stieber said. “Credit culture match is critical for success.” He explained that since Chemical is a combination of “It all comes down to the cultural management,” said Kirk 12 different banks, it didn’t come to the deal with a single Hovde, managing principal and head of Investment Banking culture. But TCF had a culture, driven by its national lending for Hovde Group, LLC. “Trying to get [two banks] to mesh business, and it was important to recognize this as the doesn’t always work. MOEs can work and work very well, combination of the businesses progressed. and the economics always work out really well and make “On legal day one, every team member had a delivery a ton of sense, but it’s day two and beyond that’s hard to on their desk,” he said. “A postcard from me and a execute. That’s always something you want to be aware of.” video. There was some swag with it, and there was the Management issues often plague MOEs as well. “You opportunity to go to our gift shop and buy a present, all of can’t pick a management team and have it all from one side that. We had a video that talked about ‘We are one TCF’ and then argue that it’s an MOE,” Dahl said. where we interviewed about 40 team members, 20 from However, sometimes mergers create what Dahl termed each bank, and again that was available on that day. Just “natural openings.” When TCF and Chemical merged, trying to get them to talk about the cultures because it is Chemical’s chief credit officer was retiring, and its auditor going to be a combination of both banks … the best of all resigned, creating openings for TCF employees to move into the banks now.” those roles. “Not everything has been done on this 50/50 During their presentation, Craig Mueller and David approach,” he said, “but that has been on our mind.” Stieber of Oak Ridge Financial shared the story of an Mergers of equals are, at the end of the day, agreement they had recently tried to facilitate for an out- compromises, and like most compromises, they involve of-state buyer. According to Stieber, the pro forma checked sacrifice on both sides. all the boxes, and it looked like an all-cash deal was coming “The more unhappy both sides are, the better job we did together. However, as the two banks explored their credit because at the end of the day, the only way you can measure cultures more thoroughly, they discovered that the seller it is if you say, ‘I got everything I wanted,’ then that means primarily dealt in commercial real estate lending while they got nothing that they wanted, and that’s going to impact the buyer focused on agricultural, and commercial and you down the road,” Dahl said. “We’ve been very careful on industrial lending. The two policies didn’t align, and had the how we’ve aligned the leadership and done that.” n

8 Bank Owner — theBHCA.org FALL SEMINAR COVERAGE Title issues not to be ignored in bank M&A

Once an acquiring bank gets an agreement signed, a series changed. “It used to of events unfold to drive the acquirer toward closing. One be we get the title, we of the earliest issues an acquiring bank needs to address review it, we might is issues related to title, said Scott Coleman, attorney with write a nice letter with Scott Ballard Spahr. a couple paragraphs Coleman An acquiring bank should verify that the target bank does or we’d identify some in fact have a good title. “While the seller will frequently objections,” Coleman make representations and warranties that the title is clean said. These days, real and unencumbered, and will make representations and estate attorneys have warranties regarding compliance with zoning ordinances, gotten formulaic, there are still issues that usually come up in just about every something Coleman transaction we do,” Coleman said. “We see the parties agree considered in positive that there is going to be a title commitment or, depending on terms. “It keeps costs your jurisdiction, an attorney’s title opinion that is issued so down.” that buyer can assure itself that when it takes ownership it Both buyers and sellers need to recognize the volleying will have clean title.” between attorneys: In the case of exception letters raising In the scheme of things, issues of title might seem small, objections, “it goes to the opposing counsel and their real but it is important to start early, Coleman advised, especially estate attorney writes a letter back that sounds very negative if the target has multiple locations. He advised bankers to and very hostile, saying we denied the right to cure this use one title company for all locations and make sure it is a objection. We deny any right to cure that objection. title company they are comfortable using. “And you think, ‘well, have they changed their mind on “We had a transaction where we had multiple different the transaction? Are they hostile? Why are they being so title companies that the seller had worked with in each of aggressive?’” the locations where they had operations,” Coleman said. The bottom line, Coleman said, is this is all part of the The result: A lot of waiting and communicating with three formula. And despite how it sounds, it’s efficient. “In most companies that had different rules. cases, a lot of the title objections can be dealt with through “The carriers might be different, and it just adds a little bit the title company either through adding an endorsement to to the timing and complexity,” Coleman said. the coverage or just providing an affidavit.” The attorneys Bankers were cautioned to be alert to how commun- might seem like they are fighting, but they aren’t, Coleman ications between buyer and seller representatives has said. n

Down to Business, Continued from page 5 they will start a second term starting on At our October board meeting a past president. These are all highly Jan. 1. (Siegle is leaving First Holding few weeks after the annual meeting, accomplished professionals with deep Company of Cavalier and will be joining the board elected the leadership for knowledge of the industry and I look Ameri Financial Group, Inc., Stillwater, 2020: Harry Wahlquist of Midwest forward to working with them in the Minn., on Jan. 1.) I am always glad when Bancorporation, Inc., Eden Prairie, coming year. board members elect to serve a second Minn., is president; Mary Jayne It’s been a great year. Let’s make the term because we only meet four times per Crocker, Bridgewater Bancshares, Inc., most of the remainder of 2019 and I year and it takes a while before one grows Bloomington, Minn., is vice president; look forward to serving you in 2020! n sufficiently familiar with the role to truly Jeffrey Weldon, CLA, Minneapolis, is make the most of the opportunity. treasurer and Rick Wall is immediate

Winter 2019 9 Scenes from the 2019 Fall M&A Seminar, Oct. 7-8 Hyatt Regency | Bloomington, Minn.

FALL SEMINAR COVERAGE By Mara Gawarecki TCF’s Dahl: Banks need ‘something great’ to stay independent

Banks need to hone a distinctive, high-quality product about it. “In all the rest of or characteristic that sets them apart in order to stay the banking business, if you Craig independent, according to Craig Dahl, president and CEO of bring me into a meeting Dahl TCF Financial Corporation. Addressing attendees at the Bank where there is a problem, Holding Company Association’s Fall Seminar, Dahl identified I think I could add value in four areas to focus on: products, diversification, technology that discussion,” he said. “If and cyber. you bring me into the room Perfecting a core product offering as a distinguishing factor with a cyber discussion, the is crucial, Dahl said. “You have to have a product that you’re phrase ‘I don’t know what really good at. You have to have something that is your core I don’t know’ is absolutely go-to, but yet it can’t be the only thing you do.” appropriate.” Hyperspecialization without balance isn’t the way to stay That’s where a bank’s board can come in. “My view of strong and independent, Dahl said, citing TCF’s decision to the role of the directors is to bring them in and maximize focus on its equipment and the skills that they can inventory financing lines bring,” Dahl said. “[They’re] without ignoring other “You have to have a product going to bring their level of areas. “The success of our experience and expertise equipment finance business, that you’re really good at. and that’s what we’re the success of our inventory looking for.” finance business have come You have to have something All told, complementary on the backs of being very profiles — in technology, focused on what we’re that is your core go-to, product lines, market areas going to do,” he said. “But and culture — were what that was not everything. made TCF’s merger of equals That’s 40 percent of what but yet it can’t be with Michigan’s Chemical we do; it’s not 100 percent. Financial work so well, Dahl If you have the chance to the only thing you do.” said. The merger, which remain independent there’s closed at the beginning of something you have to be great at, but you can’t ignore the August, created a $47 billion company which dovetailed other things as well.” together nicely from the characteristics of its component With technology, banks need to understand their own needs banks. as well as what their budgets can reasonably buy, Dahl said: “We had complementary businesses and adjacent “If you’re going to have Grade A everything, you’re going to markets; we don’t have identical businesses in common spend to get there.” Banks and their boards should identify markets,” Dahl said. TCF’s core was old, but it offered what their particular customers and business models call for easy digital access and products while Chemical’s core before going all-in on the cutting edge of technology adoption. was new and its digital product offerings were stale and Of the four, cyber is the piece that most keeps Dahl generic, Dahl said. “We have a tremendous organization himself up at night because of how little he knows coming out of this transaction.” n

12 Bank Owner — theBHCA.org A BIG THANK YOU

To Our 77th Semi-Annual BHCA Seminar Sponsors!

M&A as a Strategy to Maintaining Independence

Join us for our 2020 Minneapolis Seminars - May 4–5 & Oct. 5–6! Bank Holding Company Association | [email protected] | 800-813-4754 | theBHCA.org Winter 2019 13 FALL SEMINAR COVERAGE By Jackie Hilgert George urges bankers to live up to their ‘True North’

Bill George, above, author of True North, speaks to the attendees of this year’s Fall Seminar, encouraging bankers to reflect on their values and to remember that community banks are the backbone of society. Attendees received a free copy of his book. With the acknowledgement that community bankers are Equally the backbone of the nation and provide the fuel to keep dismaying were the economy chugging along, former Medtronic CEO Bill those creative financial instruments (such George said he’d like to see banking restored to its roots. as credit default swaps) that led to the financial crisis. Those roots, George explained, were the connections to George sat on the board of Goldman Sachs when AIG, communities and the relationships that have been forged, Merrill Lynch and Lehman Brothers imploded, a “white- especially when banks provide businesses with “help in knuckle experience,” he said. time of need.” “There’s plenty of money to be made in community George delivered the luncheon address at the Bank banking, as the super-regionals are showing, but Holding Company Association Fall Seminar Oct. 8. you have to stay true to what you are,” George said, With a nod to the cliché about banks only providing adding a call for bankers to revive the vitality of local money to those who don’t need it, George encouraged communities. bankers to consider the small businesses that need capital George called on community bankers to rally their civic to grow into a mid-size and, eventually, a large business. and business leaders and politicians, especially in rural “In many ways, we’ve really gotten away from that,” he communities, to bring businesses back into those towns said. “We’ve gotten away from relationship banking in and stem the brain-drain that has long been underway favor of transaction banking. We’ve decided there’s so as young people migrate to urban areas. “Assert the much money in transactions … and who wants to spend community’s assets. You can bring all the interests the time on building relationships?” together,” he preached. “That’s your role.” Wells Fargo got into its current trouble for this very reason, George said he believes customers want to do George said. Calling Wells Fargo his “bank of 40 years,” when business with people they trust, people who reflect the focus shifted to transactions, the institution got into their values, and people who invest in the personal trouble. He called that breach of trust “unbelievable.” touch. n

14 Bank Owner — theBHCA.org FED NOTES A look at the Fed’s main types of data collections — Supervisory, Structure and Financial

Many readers will be familiar with the required Supervisory, developments in the agriculture sector. A link to the Agricultural Structure, and Financial reports filed by holding companies and Finance Databook (E.15), published quarterly on the Federal their subsidiary banks and nonbanks. However, the majority may Reserve Bank of Kansas City’s website, can be found on the Data be unfamiliar with the data we collect through voluntary reports page referenced above. The U.S. Department of Agriculture and surveys. This article summarizes the primary voluntary reports (USDA) uses the data in charts of two quarterly interest rate series and surveys collected by the Statistical & Structure Reporting unit published in the USDA’s Agriculture Charts and Agricultural at the Federal Reserve Bank of Minneapolis and our colleagues at Finance Outlook. The data are used in estimating the price indexes the other 11 Reserve Banks. and income accounts for which the USDA is responsible. The voluntary data collections highlighted below help the Federal Reserve economists and statisticians create financial Small Business Lending Survey (FR 2028D) measures estimates of the broader banking industry. The Federal Reserve the impact of bank lending to small businesses. Survey regularly reviews the pool of potential respondents and requests responses have shown that banks are critical for employment participation by commercial banks in these important sources of and economic growth at the local, regional, and national economic data. Unlike the institution-specific Supervisory and levels because they are a primary source of funding for Structure data that are made available to the general public, the data these businesses. The survey also contributes to a better collected through these voluntary surveys and reports are released understanding of the role of community banks in providing on an aggregated basis only. These results are used by government loans to small businesses and on small business access to credit and industry leaders to make policy and business decisions. in local communities. A link to the survey results, published More details about these voluntary data collections, with quarterly on the Federal Reserve Bank of Kansas City’s website, the exception of the Senior Loan Officer Opinion Survey (FR can be found on the Data page. 2018), are available on the Federal Reserve’s Report Forms website at https://www.federalreserve.gov/apps/reportforms/ Quarterly Report of Interest Rates on Selected Direct default.aspx. The published statistical releases and details on Consumer Installment Loans (FR 2835) collects interest rate the Senior Loan Officer Opinion Survey (FR 2018) can be information on consumer installment loans for new automobiles found on the Board of Governors’ Data page at https://www. and on loans for other consumer goods and personal expenditures. federalreserve.gov/data.htm. The data are included in the component of the aggregate consumer installment credit series and the domestic Weekly Report of Selected Assets and Liabilities of nonfinancial debt aggregate, and are used to construct the flow of Domestically Chartered Commercial Banks and U.S. funds accounts. Aggregate data on most common rates are published Branches and Agencies of Foreign Banks (FR 2644) is in the monthly Consumer Credit (G.19) statistical release. the source of data used to construct the weekly publication of the Assets and Liabilities of Commercial Banks in the United Quarterly Report of Plans (FR 2835a) States (H.8) statistical release, which is the only source for collects information on two measures of credit card interest high-frequency data detailing bank credit and the balance rates. One measure is the average nominal finance rate for sheets of commercial banks in the United States. Data from all accounts. The other – average computed interest rates this report are used to analyze current money and bank – is derived from two items: total finance charges assessed developments, including the monitoring of credit and funding to cardholders during the period and the total of balances conditions. Users include Board staff and the Federal Open on which the finance charges were determined. The data Market Committee (FOMC), other government agencies, the are used to better assess the current conditions of the credit banking industry, the financial press, and the broader financial card market and are included in the commercial bank community. component of the aggregate consumer installment credit Survey of Terms of Bank Lending to Farmers/Prime Rate series. Aggregate data on most common rates are published Supplement (FR 2028b/s) measures the cost of credit and in the monthly Consumer Credit (G.19) statistical lending terms of commercial banks and is used to analyze financial release. Fed Notes, Continued on page 17

Winter 2019 15 Holding

w Notice filed by William H. Da- by acquiring Waterman State w Viking Financial Corp, Alex- Company vis, Fairview Park, Ohio, individ- Bank, Waterman, Ill. andria, Minn., filed to convert ually, and acting in concert with Viking Bank, Alexandria, from a Transaction William A. Minnich, Lakewood, w Eagle Bancorp Montana, federal savings association to a Ohio, to acquire Anchor Bancor- Inc., Helena, Mont., filed to national banking association, in poration, Inc., and thereby con- merge with Western Holding connection with the merger of Report trol Anchor State Bank, both of Company of Wolf Point, Mont., First State Bank of Ashby, Minn., Anchor, Ill. and thereby acquire Western with and into Viking Bank. Bank of Wolf Point. Opportu- w Notice filed by the Michael C. nity Bank of Montana, Helena, w Central Bancompany, Inc., Here are selected recent Martin Gift Trust and others to filed to merge with Western Jefferson City, Mo., filed to ac- bank holding company join the Martin Family Control Bank of Wolf Point and estab- quire Platte County Bancshares, filings with the Federal Group, and retain and acquire lish branches. In addition, Eagle Inc., Platte City, Mo., and there- Reserve Banks of Chicago, control of 10 percent or more of Bancorp Montana, Inc., will by acquire Platte Valley Bank of Minneapolis, Kansas City Arbor Bancorp, Inc., and thereby acquire Western Holding Com- Missouri. There was also a com- and St. Louis. control Bank of Ann Arbor, both pany of Wolf Point’s subsidiary panion filing by Platte Acquisi- of Ann Arbor, Mich. Western Financial Services, tion Corporation, Jefferson City, Wolf Point. to become a bank holding com- w Bank Iowa, West Des Moines, pany by acquiring Platte County Iowa, filed to merge with First w Keweenaw Financial Corpo- Bancshares, Inc. State Bank of Colfax, Iowa. ration, Hancock, Mich., filed to merge with North Star Financial w Community Bancshares of w Notification filed by Andrew Holdings, Inc., and thereby ac- America, Inc., Kansas City, Mo., R. Bosshard, as trustee of the quire Main Street Bank, both of filed to become a bank holding Alexandra Tana Bosshard Ir- Bingham Farms, Mich. company through the acquisi- revocable Trust of 2018, and tion of Northeast Kansas Banc- others to acquire 10 percent w Bank of Commerce, Cha- shares, Inc., parent of Kendall or more of Bosshard Financial nute, Kan., filed to merge with State Bank, both in Valley Falls, Group, Inc., La Crosse, Wis., and Chetopa State Bank & Trust Co., Kan.; and to engage in general join the Bosshard Family Group Chetopa, Kan., and First Neode- insurance activities through the which controls 25 percent or sha Bank, Neodesha, Kan. acquisition of Northeast Kansas more of Bosshard Financial Bancshares, Inc., Valley Falls, Group, Inc., and thereby con- w CCB Financial Corp, Kansas Kan. trol Oregon Community Bank City, Mo., filed to acquire by of Oregon, Wis., and Farmers merger Prairie Star Bancshares, w Cornerstone Bank, York, Neb., State Bank of Hillsboro, Wis. Inc., parent of Bank of the Prai- filed to merge with Security rie, both in Olathe, Kan. Coun- Home Bank, Malmo, Neb., and w First Midwest Bancorp, Inc., try Club Bank, Kansas City, Mo., to operate a branch in Malmo. Chicago, filed to merge with filed to merge with Bank of the Immediately prior, First York Bankmanagers Corp., and there- Prairie, Olathe. Ban Corp, York, filed to acquire by acquire Park Bank, both of through its subsidiary, Cor- Milwaukee. In addition, First w Change in control notice sub- nerstone Bank, 100 percent of Midwest Bancorp, Inc.’s subsid- mitted by John Houghton and Malmo Bancorp, Inc., parent of iary bank, First Midwest Bank, others to become members of Security Home Bank, both of Chicago, filed to merge with the Houghton Family Group and Malmo. Park Bank. As a result of the to acquire control of PBT Banc- merger, all five offices of Park shares, Inc., parent of Peoples w Notice submitted by Thomas Bank will become branches of Bank and Trust Company, both H. Olson, Jr., Lincoln, Neb., to First Midwest Bank. in McPherson, Kan. acquire First National Financial Corporation, parent of Bank of w Charles S. Lichtigman and w Change in control notice Estes Park, both in Estes Park, others filed to acquire FirState submitted by Todd E. Domer Colo. Olson also filed to acquire Bancorp, Inc., and thereby con- and Marilyn K. Domer both of the First Nebraska Bancs, Inc., trol 1st State Bank of Mason City, Topeka, Kan., to retain shares Sidney, Neb., parent of Points both of Mason City, Ill. of Spearville Bancshares, Inc., West Community Bank, Sidney, parent of First National Bank of Nebraska; and Points West Com- w Northstar Financial Group, Spearville, both in Spearville, munity Bank, Windsor, Colo. Inc., Bad Axe, Mich., filed to ac- Kan.; and to be approved as He also filed to acquire voting quire 90.7 percent of West Mich- members of the Domer Family shares of O&F Cattle Company, igan Community Bank, Hudson- Group. parent of Nebraska State Bank, ville, Mich. both in Oshkosh, Neb. w Point Financial Services, Inc., w Waterman Acquisition Group, Forreston, Ill., filed to acquire w Newport Trust Co, Minne- LLC, Wilmette, Ill., filed to be- The Poplar Grove State Bank, apolis, as trustee of the Citi- come a bank holding company Poplar Grove, Ill. zens State Bank of Loyal Stock 16 Bank Owner — theBHCA.org Bonus Plan & Trust, Loyal, Wis., Walcott Trust & Savings Bank, Minn., and Kenneth Osowski, National Association, Hudson, and others filed to acquire 10 Walcott, Iowa. Central Banc- Lino Lakes, Minn., to gain con- Wis. percent or more of Citizens shares, Inc., also filed to acquire trol of Frandsen Financial Cor- Bancshares of Loyal, Inc., Loyal, Hail, Inc., Walcott, Iowa, and poration, Arden Hills, Minn., and w Lincoln Investment Compa- which controls Citizens State engage in insurance in small thereby gain control of Frandsen ny, Lennox, S.D., filed to acquire Bank of Loyal. towns. Bank and Trust, Lonsdale, Minn. certain assets of Berens Insur- ance Agency, Inc., Parker, S.D., w FFBW, Inc., Brookfield, Wis., w Wintrust Financial Corp, Rose- w Change in control notice and thereby engage in general filed to become a savings and mont, Ill., filed to acquire SBC submitted by Ryan G. Tes- insurance activities in a commu- loan holding company by ac- Incorporated, and thereby ac- sendorf, Columbus, Neb.; and nity that has a population not quiring First Federal Bank of Wis- quire Countryside Bank, both of Wendy K. Matthews, Bemidji, exceeding 5,000. consin, Waukesha, in connec- Countryside, Ill. In addition, Win- Minn., as a family group acting tion with the merger of FFBW, trust Financial Corp’s subsidiary, in concert, to acquire shares of w Central Bank of the Mid- Mutual Holding Company into Hinsdale Bank & Trust Company, Bellwood Community Holding west, Lee’s Summit, Mo., filed to FFBW, Inc., both headquartered Hinsdale, Ill., filed to merge with Company, parent of Bank of the merge with Bank Liberty, Lib- in Brookfield. Countryside Bank, Countryside. Valley, both in Bellwood, Neb. erty, Mo., and establish several As a result of the merger, all of- branches. w Ames National Corporation, fices of Countryside Bank will w Brodhead Bancshares, Inc., Ames, Iowa, authorized to ac- become branches of Hinsdale Brodhead, Wis., authorized to w Brian G. Wurst, Lamar, Colo., quire Iowa State Savings Bank, Bank & Trust Company. acquire Farmers and Merchants and others filed to acquire Creston. Bank of Orfordville, Wis., and for shares of Whitcorp Financial w Notice submitted by Ross The Bank of Brodhead, to merge Company, Leoti, Kan., and w Bancommunity Service Cor- M. Tessendorf, Blair, Neb., and with FMBO and thereby estab- thereby control Western State poration, St. Peter, Minn., autho- others to acquire shares of lish a branch. Bank, Garden City, Kan., and rized to acquire State Bank of Bellwood Community Holding Frontier Bank, Lamar, Colo., and Belle Plaine, Minn. Company, parent of Bank of the w Fidelity Financial Corpora- to be approved as a member Valley, both in Bellwood, Neb. tion, Wichita, Kan., authorized of the Whitham Control Group w Grove Financial Group, Inc., to become a bank holding com- which controls Whitcorp Finan- Excelsior, Minn., authorized to w Bern Bancshares, Inc., Bern, Kan., pany upon the conversion of its cial Company. become a bank holding com- filed to acquire up to 7 percent of subsidiary, Fidelity Bank, Wichi- pany through the acquisition UBT Bancshares, Inc., Marysville, ta, from a federal savings bank w The Bridger Company, of First State Bank of Grove City, Kan., and thereby acquire United to a commercial bank. Bridger, Mont., authorized to Minn. Bank & Trust, Marysville. acquire First Security Bank of w Meta Financial Group, Inc., Malta, Mont., and Valley Bank of w Westbrand, Inc., Minot, N.D., w First State Bancshares, Inc., Sioux Falls, S.D., authorized to Glasgow, Mont. authorized to acquire Black- New London, Wis., authorized become a bank holding com- Ridge Financial, Inc., West Fargo, to merge with Pioneer Ban- pany through the conversion w FSB Holdings, Inc., Fairview, N.D., and thereby acquire Black- corp, Inc., Auburndale, Wis., of MetaBank, Sioux Falls, from Ill., authorized to become a RidgeBANK, Fargo, N.D. and acquire Pioneer Bank. a federal savings bank to a na- bank holding company by ac- tional bank (to be named Me- quiring Fairview State Banking w First Option Bank, Osawato- w Frandsen Financial Corpora- taBank, National Association); Company, Fairview. mie, Kan., authorized to merge tion, Arden Hills, Minn., autho- and election to become a finan- with Pony Express Community rized to acquire Peoples Bank cial holding company. w Plains Commerce Financial, Bank, Saint Joseph, Mo. Midwest, Hayward, Wis. Inc., Hoven, S.D., authorized to w Lake Shore III Corporation, become a bank holding com- w Central Bancshares, Inc., Mus- w Change in control notice filed Glenwood City, Wis., authorized pany by acquiring Plains Com- catine, Iowa, filed to acquire by Joseph Naiberg, Andover, to acquire First American Bank, merce Bank, Hoven. n

Fed Notes, Continued from page 15

Senior Loan Officer Opinion Survey (FR 2018) provides survey results are also discussed in the Board’s semiannual qualitative and limited quantitative information on bank Monetary Policy Report to Congress and used in other credit availability and loan demand, as well as on evolving academic research. developments and lending practices in the U.S. loan markets. Now that you know more about the importance of A portion of each survey typically covers special topics of these voluntary data collections, we hope that your timely interest; therefore, a sample form is not included on banking organization will be receptive to our requests the Board of Governors’ website. Staff at the Federal Reserve for participation. If you are interested in participating Banks review the survey responses, which are collected in a voluntary data collection or would like additional up to six times per year, and staff at the Board review information, please contact the Statistical & Structure and summarize the aggregated survey results in a public Reporting unit at 888-887-0926 or release made available on the Data page. The aggregated [email protected]. n Winter 2019 17 Cameron Bancorp, Inc. Ted Gerber, Managing Director New to BHCA Grantsburg, Wis. Dickinson Mackaman Community Bank of Cameron Tyler & Hagen, P.C. Howard Hagen Citizens Community Bancorp, Inc. Des Moines, Iowa Dickinson, Mackaman, Tyler & Hagen, P.C., Jim Broucek, EVP/CFO is a general practice law firm in Des Moines, The Bank Holding Eau Claire, Wis. Iowa. Our attorneys provide a full range of legal and business counseling services to a Company Association Citizens Community Federal N/A client base that includes large corporations, welcomes these new small businesses, governmental entities, Holding company and not-for-profit organizations, and individuals Associate Members: First Bancshares, Inc. of Cold Spring with interests in Iowa. Nineteen Dickinson Gerald Reiter, Director; Jacob Reiter, Director attorneys have been ranked in the 2020 Cold Spring, Minn. U.S. News - Best Lawyers list regionally in 29 practice areas. Granite Community Bank Ruder Ware, L.L.S.C First Kansas Bancshares Matthew Rowe Kansas City, Mo. R.A. Edwards, Pres., Laura Meyer Dick, VP With offices in Wausau, Eau Claire, and Green Hutchinson, K.S. Bay, Wis., Ruder Ware represents banks, bank owners, and bank holding companies in First National Bank of Hutchinson connection with organization, acquisition and divestiture transactions, ownership and cor- Fountain View Bancorp, Inc. porate governance, regulatory, and succession Terence Greenley, Pres., Tom Bates, VP planning matters. Sigourney, Iowa County Bank

In other news... Bankers honored Several bankers from BHCA member institutions recently were honored as “Top Women in Finance” for 2019 by the Twin Cities publication, Finance & Commerce. This honors program recognizes BHCA partners on Empowering Women luncheon women who are making an impact not only in their professions but also in their communities in Minnesota. The Bank Holding Company Association partnered with one of its associate members, CBIZ, and Bank on Women, Inc., to co-sponsor the The following were among those honored: Empowering Women in Banking luncheon on Nov. 20. The event, which attracted more than 100 people, was held at the Town & Country Club Sara Ausman, Alerus, Aleesha Webb, Village Bank, Rachel Bauer, in St. Paul, Minn. Bell Bank, Katie Wahlquist, Star Bank, Katie Lorensen, Alerus, Mary The event featured a panel of banking industry experts sharing Stoick, Sunrise Banks, Cristen Purdy, Choice Bank, Chris Niskanen, thoughts on the importance of preparing women for leadership posi- Bank of Elk River tions in the industry. The panel was made up of Joel Johnson, executive vice president and human resources director for Sunrise Bank, St. Paul; Honored from BHCA Associate members were Nicole Hittner of Bal- Marci Malzahn, founder and president of Malzahn Strategic, Maple lard Spahr and Rhonda Skoby of Dorsey & Whitney. Grove, Minn.; Erin Procko, president of Minneapolis and Twin Cities banking director at Bell Bank, and Terri Spiro, CEO of Cecil Bank and Two Minnesota banks, both members of the Bank Holding Com- co-founder of Bank of Women. Sunrise Bank, Malzahn Strategic and Bell pany Association, recently were recognized by Twin Cities Business Bank are BHCA members. magazine in its Family Business Awards program. Highland Bank, The panel was moderated by Tom Bengtson, managing director of which is part of Highland Bancshares, Inc., Minnetonka, Minn., and the BHCA. Star Bank, which is part of Midwest Bancorporation, Inc., Eden Prai- rie, Minn. The Wall Family, including BHCA President Rick Wall, was honored from Highland Bank, and the Wahlquist family, including BHCA Vice President Harry Wahlquist, was honored from Star Bank. Best wishes… Wahlquist also recently was honored by Greenspring Media (Min- Kelly Bauer, who joined NFR Communications in April 2017, and has served nesota Monthly) when he was named to the list of “Minnesota 500 as associate managing director for the Bank Holding Company Association, Most Powerful Business Leaders.” has left the company to take a job in event planning for the J.W. Marriott Hotel in Bloomington, Minn. Her last day with the BHCA was Nov. 6.

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