OPPORTUNITY 2017: A WINDOW OF - REGULATION: Novantas

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OPPORTUNITY 2017: A WINDOW OF - REGULATION: Novantas
SPRING 2017

2017: A WINDOW OF
OPPORTUNITY

REGULATION:
An Opportunity to Get It Right
Commentary by CBA’s Richard Hunt

STRATEGIC FUNDING
OPTIMIZATION:
A More Proactive Balance Sheet
Management Tool for ALCO
OPPORTUNITY 2017: A WINDOW OF - REGULATION: Novantas
4        REGULATION: AN OPPORTUNITY TO GET IT RIGHT
         Commentary by Richard Hunt, President & CEO of CBA
         As reforming the Dodd-Frank Act takes center stage in Washington, it is important
         for federal lawmakers to hunker down and get this one right. Consumers and bankers
         alike stand to benefit from reform, but balance is key.

     6
         FED INCREASES RATES AS EXPECTED:         14 | DEPOSIT PROMOTIONS AT WHAT COST?
                                                      MEASURING MARGINAL COST OF FUNDS
         RATES STILL LAGGING, BUT STARTING
         TO RESPOND                               17 | RETHINKING BANK M&A — IDENTIFYING, PRICING AND
         Adam Stockton and Chrystal Pozin, with       CAPTURING VALUE IN TODAY’S ENVIRONMENT
         Andrew Frisbie
                                                  22 | REGIONAL BANK CHALLENGES IN LAUNCHING

10
                                                      A DIRECT BANK
         STRATEGIC FUNDING OPTIMIZATION:
         A MORE PROACTIVE BALANCE SHEET           26 | ACCELERATING DIGITAL MIGRATION: NECESSARY,
         MANAGEMENT TOOL FOR ALCO                     TOUGH AND REWARDING
         Ryan Schulz and Pete Gilchrist           30 | REPLACING LOST SALES CONVERSATIONS WITH
                                                      MULTI-CHANNEL APPOINTMENT SETTING

2|
OPPORTUNITY 2017: A WINDOW OF - REGULATION: Novantas
LETTER FROM THE EDITOR

                                                                                            EDITORIAL

             Opportunities in a
                                                                                            Interim Editor
                                                                                            Katie Mockler

         Promising New Environment
                                                                                            212-419-2562
                                                                                            kmockler@novantas.com

                                                                                            CONTRIBUTORS

T
                                                                                            Andrew Frisbie
                                                                                            Pete Gilchrist
         he changes wrought by the election and by the improving economic                   Andrew Hovet
         environment open up new opportunities in 2017 for banks to prosper.                Richard Hunt
         Finally, banks may earn enough to fund the transformation needed in an             Ryan Schulz
         increasingly digital environment. These articles discuss the opportunities         Adam Stockton
and what the banks need to do to capitalize upon them in 2017.                              Michael Jiwani
                                                                                            Chrystal Pozin
CBA’s President and CEO Richard Hunt provides us with a view from Washington,               Leo Rinaldi
                                                                                            Ryan Ritz
and the opportunity to come together and make balanced regulatory decisions for
                                                                                            Vladana Zlatic
both the industry and consumers.

We follow with our assessment of how banks need to manage funding in a rising rate          DESIGN
environment. The remaining articles discuss the agendas for banks in the ongoing            Art Direction and Production
digital transformation of the industry — from the opportunities for direct banks, to        Adrienne Cohen
the implications for M&A.

Novantas believes the time to act is now. To be sure, the industry is still under stress.   NOVANTAS, INC.
But 2017 represents a new phase for banks, as favorable conditions present new              Co-CEOs and Managing Directors
opportunities following the financial crisis. Improved financial performance allows         Dave Kaytes
                                                                                            Rick Spitler
banks to fund change, and picking the right priorities is an important management
agenda to meet 2017 goals, and create a sustainable path forward.
                                                                                            Corporate Headquarters
                                                                                            485 Lexington Avenue
                                                                                            New York, NY 10017
                                                                                            Phone: 212-953-4444
                                      Katie Mockler                                         Fax: 212-972-4602
                                      Interim Editor                                        info@novantas.com
                                      Novantas

                                                                                            SUBSCRIPTIONS
                                                                                            marketing@novantas.com
                                                                                            212-953-2712

                                                                                                                   SPRING 2017 | 3
COMMENTARY

                             REGULATION:
 An Opportunity to Get It Right
                                                                                         BY RICHARD HUNT
                                                                                         President & CEO

                                                          Richard Hunt is president and CEO of
                                                          the Consumer Bankers Association, the
                                                          national trade association representing
                                                          the retail banking industry with a focus on
                                                          consumers and small businesses.

As reforming the Dodd-Frank Act takes center stage in Washington, it is
important for federal lawmakers to hunker down and get this one right.
Consumers and bankers alike stand to benefit from reform, but balance is key.

W
                 hen it comes to finan-      it is important federal lawmakers hun-       Wholesale repeal of Dodd-Frank would
                 cial policy, a balanced     ker down and get this one right because      undermine these efforts. Bankers would
                 approach to reform is       a poorly designed plan could prove           be left spinning their wheels trying to keep
                 essential to a healthy      disastrous. Consumers cannot afford an       up with evasive regulatory checkpoints.
banking sector, and preserving consum-       overzealous or lackadaisical approach        Once again, all at the expense of Ameri-
er choice and access to credit. These days   to reform: balance is key.                   can consumers.
financial regulation is so convoluted it                                                      Don’t get me wrong, Dodd-Frank
rivals ObamaCare in its complexities,        WHERE WE ARE                                 is far from perfect. As is the case with
and navigating Congress is like finding      To date, the banking industry has invest-    all policy, financial laws and regula-
your way out of a corn maze.                 ed upwards of $40 billion dollars post       tions must be periodically reviewed to
     As reforming the Dodd-Frank Act         Dodd-Frank in implementing internal          ensure they are meeting their intend-
— a 2,300 plus page behemoth of a            safeguards and compliance programs to        ed purpose and the needs of those
bill — takes center stage in Washington,     better the financial lives of consumers.     they govern.

4|
REGULATION: AN OPPORTUNITY TO GET IT RIGHT

WHERE WE MUST GO
To modernize and improve Dodd-
Frank, repealing a provision of the law                   If we want consumers to benefit
known as the Durbin Amendment,
which was snuck into the bill at the
                                                          from a balanced, deliberative, and
eleventh hour with no debate or study,      thoughtful approach to regulation, a commission-
is a good starting point. This provision
promised consumers billions of dollars
                                            based leadership structure overseeing consumer
in savings in the form of lower prices      protection laws is in the best long-term interest
through a government-backed price
control on bank interchange fees.           of the industry and consumers.
However, this provision failed to deliver
for consumers.                              deliberative, and thoughtful approach        these leadership appointments. It is
    According to a survey by the            to regulation, a commission-based            imperative President Trump promotes
Federal Reserve Bank of Richmond,           leadership structure overseeing con-         quality picks to fill these vacancies.
only 2 percent of merchants reduced         sumer protection laws is in the best              While regulatory appointments are
prices two years after passage of this      long-term interest of the industry           key, to truly achieve balance in regula-
regulation. Furthermore, 23 percent of      and consumers.                               tion Congress must act. With Financial
merchants actually increased prices.            Unlike the vast majority of other        reform measures currently working their
Instead of providing consumers with         federal regulatory agencies, the CFPB        way through Congress, there will be an
an increase in cash flow, retailers saw     is headed by a single individual who         opportunity to advance policies that take
an influx of cash— having pocketed $42      has jurisdiction over 15,000 separate        both consumers and the health of the
billion over the past six years — which     entities — more than all other federal       financial services industry into consid-
was originally promised to consumers.       bank supervisors combined. Subjecting        eration. While there is much to be done,
    But wait, that’s not all. Consumers     consumers, industry, and the economy         full repeal of Dodd-Frank will cause more
have lost out on many beneficial bank       to regulatory uncertainty, the CFPB’s        harm than good. Repealing the Durbin
products as a result of this disastrous     governing structure produces many            Amendment and creating a five-person,
regulation, including free checking,        pain points for those concerned about        bipartisan commission at the CFPB
and debit card reward programs. Per         the agency’s overall success. Shifts in      would go a long way to restoring balance
the Richmond Fed, the availability          political leadership are all too com-        to our regulatory system.
of bank-sponsored free checking             mon in Washington, which expose the
accounts dropped from 74 percent            CFPB’s leadership and policy direction       HOW WE BENEFIT
to 52.8 percent — a near 21 percent         to a whipsaw effect. A newly installed       Today, many consumers have a mixed
decrease — after the Durbin Amend-          CFPB Director can upend entrenched           view of banks. But as we know, banks
ment was passed. Not surprisingly,          consumer protection laws with ease.          provide millions of consumers with
bank interchange revenue, which             As Senator Elizabeth Warren always           products and services they want and
helped fund these accounts, fell by         says, personnel is policy. A commis-         need. From financing a family home
27 percent when comparing one year          sion-based governing structure will          to a graduate degree to a car to get to
before and after the law’s enactment.       provide the industry and consumers           work, banks help consumers realize their
Consumers deserve better, and               with stable, balanced leadership for         dreams. If Dodd-Frank is reformed in a
righting the ship on financial regu-        generations to come.                         meaningful, balanced manner, banks
lation should include repealing the                                                      would be standing at the ready and be
Durbin Amendment.                           HOW WE GET THERE                             fully capable of investing additional cap-
    While reversing the Durbin Amend-       Consumers and bankers alike should be        ital into their local communities. Con-
ment’s harmful effects is needed,           encouraged by the Trump Administra-          sumers would once more benefit from
establishing a five-person, bipartisan      tion’s stated commitment to economic         banking’s strong, robust presence in
commission at the CFPB is essential         growth. His appointment of individuals       the economy.
to maintaining fair and balanced            with consumer-facing business experi-             The time to act is now.
enforcement of consumer protection          ence to high-level cabinet and regulatory
                                                                                                       Richard Hunt
laws. Now, the issue goes much deeper       posts is a breath of fresh air in Washing-
                                                                                                        @CajunBanker
than the Bureau’s governing structure;      ton, D.C. With the heads of the OCC,
it goes to the heart of how regulation      FDIC, Federal Reserve and CFPB seeing                 For inquiries please contact:
is crafted, implemented, and enforced       their terms expire in the next two years,              Jacqueline Ortiz Ramsay
by regulatory agencies. If we want          President Trump will have significant               AVP, Media & Communications
consumers to benefit from a balanced,       clout in shaping financial policy through         (202) 552-6371 | jramsay@cbanet.org

                                                                                                                      SPRING 2017 | 5
AS SEEN IN THE NOVANTAS REVIEW

Fed Increases Rates As Expected:
Rates Still Lagging, but Starting to Respond
BY ADAM STOCKTON AND CHRYSTAL POZIN, WITH ANDREW FRISBIE

Novantas has seen increasing deposit pricing shifts in direct banks,
Commercial exception pricing, and regional differentiation that signal
heightened competition.

On March 15th the Federal Reserve            RETAIL DIRECT BANK COMPETITION:                    The apparent decision by many
raised its benchmark Fed Funds rate          STRATEGIES SHIFT TOWARD CDS                    direct banks to pivot to CDs as a lead
by a quarter point, and signaled that        After little response to the first Fed Funds   product has generally muted liquid
the likely path for short-term rates         increase, the Retail direct bank market has    increases. The Top 5 Direct savings beta
continues to be two more one-quarter         heated up over the last two quarters, with     has remained constant at 16%, as direct
point increases in 2017. While Retail and    increased competitiveness across both          banks are largely lagging pricing for
Commercial deposit pricing trends have       CDs and savings products. We expect            liquid savings.
not shifted dramatically since the last      these trends to continue, with additional          A compounding impact on betas
Fed Funds increase in December 2016,         new entrants representing the largest          is the likelihood of new entrants in the
Novantas continues to see market shifts      factor driving potential outsized moves.       direct bank space. To gain share of mind,
that signal increased competition:               There has been a marked shift toward       new entrants have historically priced
    1. Retail Direct Bank Competition:       CDs across the direct bank market.             headline products well above established
       Strategies Shift toward CDs           Six major direct banks that “led” with         competitors — as much as 0.25% in a
    2. Non-Operational Commercial            savings rates prior to the first Fed Funds     lower rate environment, and up to 0.50%
       Pricing: Premium exception pric-      increase have lagged savings and now           when Fed Funds was above 3.00%. The
       ing sometimes exceeding 100% beta     have 1-year CD rates higher than sav-          recent entry of PurePoint Financial may
    3. Regional Differences: Beta differ-    ings. Competition has crowded the top          be an example of the typical strategy of
       ences emerging more starkly           of the CD market — the number of direct        new entrants. Shortly after PurePoint
    Given these pressures, banks must        banks within 0.25% of top-of-market has        entered the market at a 0.05% - 0.15%
revisit key elements of their pricing        doubled from six to twelve. Ultimately,        rate premium, multiple competitors
strategy, e.g.: CD vs. savings-led growth,   both betas and top of market rates have        increased rates to retake top of market.
Commercial exception pricing policies,       increased significantly since December’s           As we look at the retail direct banking
and leading vs. lagging market increases.    Fed Funds increase.                            landscape going forward in 2017, we ask:

6|
FED INCREASES RATES AS EXPECTED: RATES STILL LAGGING, BUT STARTING TO RESPOND

    First, how quickly will consumer         FIGURE 1: Average of Top 5 Direct Bank Rates
deposits shift back to CDs. The gap          Direct Bank CD beta is currently 38% compared to Fed Funds.
between savings and CD rates has             1.40%
increased substantially — from 0.12% at
                                                                                                                              38% beta
the Top 5 Direct banks in 2005 to 0.24%
                                             1.35%
today. Novantas’ Comparative Deposit
Analytics consortium indicates similar
shifts for brick & mortar banks — those      1.30%
who have grown CDs in the last 12
months have evidenced 0.24% higher           1.25%
rate paid on CD acquisition vs. on sav-
ings acquisition, suggesting that a shift    1.20%
toward CDs may be near at hand. Addi-
tionally, leading banks are analyzing        1.15%
whether leading with CDs might lower                                                 16% beta
their marginal cost of funds relative to
                                             1.10%
broad liquid product rate increases.
    Second, how many new entrants will
join PurePoint. Given the lack of brand      1.05%
equity of any new entrant, a rush risks
pushing direct bank betas up, with knock-    1.00%
on effects to the brick and mortars.                                Savings/MMDA                                1 Year CD
                                                       Pre Fed Increases (9/2015)               After 1 Increase (5/2016)
COMMERCIAL NON-OPERATIONAL
PRICING: “PREMIUM” EXCEPTION-                                                After 2 Increases (2/2017)
PRICING APPROACHES 100% BETA
Banks generally held standard com-           Source: Informa Research Services
mercial deposit rates steady after the
first Fed rate increase in December 2015.    FIGURE 2: Acquisition Rates for Banks Growing vs. Running off CDs
Deposit rate betas for standard earn-        Banks growing CDs have typically priced CDs well above Savings.
ings credit rates on commercial DDA
                                             1.40%
accounts were zero — median rates actu-      1.40%
ally declined by 0.02%. Earnings credit
rates had been at or above market rates      1.20%           CD rates 0.24% higher               Savings rates 0.16% higher
                                             1.20%           CD rates 0.24% higher               Savings rates 0.16% higher
for several years, with standard market
ECR rates generally between 0.20% -
                                             1.00%
0.30% when the Fed Funds rate was at         1.00%
0.25%. As ECR rates have held steady at
0.20%, they are now significantly lower      0.80%
                                             0.80%
than the Fed Funds target of 1.00%. The
lack of rate movement is evidence that
                                             0.60%
banks are not generally using rate to win    0.60%
operational deposits.
     While rates for operational depos-      0.40%
                                             0.40%
its remain steady, rate competition is
growing for non-operational commer-
                                             0.20%
cial deposits — deposits that could be       0.20%
substituted with alternative short-term
investments. Prime money market funds        0.00%
                                             0.00%
are offering rates of 0.55% - 0.57%, and                      Banks Growing CDs                   Banks Running Off CDs
Treasury and Government Institutional                         Banks Growing
                                                             (Average       CDs
                                                                      +7%/year)                   Banks Running
                                                                                                   (Average     Off CDs
                                                                                                             -8%/year)
funds are offering rates of 0.32% - 0.33%.                   (Average +7%/year)                    (Average -8%/year)
Banks are increasingly competing with                                        CD            Savings/MMDA
money funds and non-banks for non-op-                                        CD            Savings/MMDA
erational deposits, and we see banks         Source: Novantas Comparative Deposit Analytics

                                                                                                                          SPRING 2017 | 7
Typical Exception                        12%
                                                                                                                                               8%

   COMMENTARY
                                                                                                                                                              20%
                                                                                                         Premium Exception                                                                                   72%
FIGURE 3: Commercial Deposit Rate Betas (After First Fed Move in Dec 2015)
Banks are making a tradeoff as interest rates rise — retaining low rates where possible while using aggressive premium rates to win
rate-sensitive deposits.                      -30%               -10%            10%                30%              50%                                                                               70%
                                         - 8%                                                                                                       ECR (DDA)            MMDA            IB DDA
                             Standard                                                               12%
                                                                                                               20%
                                                                                                                                       Banks reported lower dollar
         - 24%                                                                                                                         weighted average portfolio
                  Average Portfolio                                                0%                                                  rates, but reported much higher
         - 24%
                                                                                                                                       premium exception rates

                                                                                   0%
                   Typical Exception                                                                12%
                                                                                               8%

                                                                                                               20%
                 Premium Exception                                                                                                                                      72%
                                                                                                                                                                                       88%

       -30%                                  -10%                                         10%                        30%                     50%                70%                90%

                                                                                                    ECR (DDA)         BetaMMDA                  IB DDA
                                                                            -20%

                                                                                        -10%

Note. Data provided by participating banks, rates reflect Commercial / Middle Market segment.
                                                                                                         10%

                                                                                                                20%

                                                                                                                      30%

                                                                                                                               40%

                                                                                                                                       50%

                                                                                                                                              60%

                                                                                                                                                    70%
                                                                                               0%

Source: Novantas proprietary U.S. Commercial Deposit Study, Dec 2015 and Oct 2016 data

starting to increase rates on MMDA                                                             and corporations deploy cash to optimize                   and community players, who are push-
                          Bottom 5 States
                          Top 5 States

and interest-bearing DDA accounts to                                                           yield. In higher rate environments, corpo-                 ing for deposit growth. As the envi-
                                                                                                                                 40%
                                                                  Savings/MMDA

maintain a competitive position.                                                               rates have historically held 30% of their                  ronment unfolds, a key question will
    Novantas surveys banks with Com-                                                           cash in bank deposits. Today that number                   be whether aggressiveness from select
                                                                                                               14%

mercial deposits on a regular basis and                                                        is artificially high at 60% and banks                      regional players continues to drive
divides the balances between standard                                                          can expect some funds to flow out of                       regional variances, or continued direct
                                                                                 -12%

rates, typical exception rates, and “pre-                                                      deposits and into MMF and other direct                     banking penetration begins to level the
                                          Nationwide US Average

mium” exception rates. With that said,                                                         investment instruments. While holding                      geographic playing field.
banks have increased standard rates and                                                        these balances is comparatively more                            Regardless, banks will need to
typical exception rates only modestly.                                                         expensive, some players may have HQLA                      continue to hone regional pricing capa-
                                                                                                                                                    66%
                                                                  1 Year CD

However, banks reported significant                                                            headroom to make this feasible, or lack                    bilities — down to a state level at a min-
                                                                                               the capabilities and discipline required to
                                                                                                                           31%

increases to the premium exception                                                                                                                        imum and increasingly at a sub-state
rates they are willing to offer to win these                                                   gather operational deposits instead.                       level. Tracking and elasticity modeling
deposits. Premium exceptions for these                                                                                                                    is of the utmost importance to ensure
                                                                                                    0%

aggressive corporate rate seekers have                                                         REGIONAL DIFFERENCES:                                      not only awareness of geographic dif-
risen such that the beta on some seg-                                                          EMERGING MORE STARKLY                                      ferences, but also optimization across
ments has exceeded 100%. In addition,                                                          While rates appear to be rising rapidly                    markets to drive the lowest possible
banks report using exception rates on                                                          and converging in the direct space, there                  cost of acquisition.
bigger portions of their large corporate                                                                     Rate regional differences
                                                                                               are still substantial
and public sector segments than before.                                                        in promotional rates and betas that are                    KEY DEPOSIT STRATEGY QUESTIONS
    Given a general industry focus on                                                          increasing at the start of the rate cycle.                 AND IMPLICATIONS
securing operational deposits, which                                                               Regional macroeconomic and cus-                        Should retail growth be focused on CDs
have more favorable LCR treatment,                                                             tomer preferences play a role. However,                    vs. liquid products?
why would banks offer such high rates                                                          experience from last time suggests that                         While we expect re-mixing to term for
on non-operational deposits? Banks face                                                        the largest driver is the concentration                    the industry, banks may push for greater
disintermediation of deposits as rates rise                                                    of deposit-needy banks, often regionals                    term growth earlier based on:

8|
FED INCREASES RATES AS EXPECTED: RATES STILL LAGGING, BUT STARTING TO RESPOND

FIGURE 4: 1 Year CD beta (Change since Sep 2015 vs. 0.50% Fed Funds increase)
CD betas by state vary dramatically, with no consistent regional trends.

 80%

 70%

 60%

 50%

 40%

 30%

 20%

 10%

  0%

-10%
        AZ
        NV
        CO

        GA
        OK
        DE
         LA
         AL
         FL
        MA
        NM
        WA
         ID
         PA
         MI
        OH
         KS
        OR
         IN
        NC
         SC
        NY
         CA
         TX
         VA
         NJ
        KY
        MD
        MO
         TN
        AR
          IL
        WI
         UT
         CT

Source: Informa Research Services

    • Market-by-market           competitive         • Be cautious with rate increases — if       average, banks may find it cost-ef-
       dynamics — growth may be less                    banks increase rates too aggres-          fective in the long term to lock in
       expensive in some markets vs. oth-               sively, they will degrade spread          deposit costs before competition
       ers for banks with larger footprints.            income, increase rate sensitivity,        increases. However, to the extent
       A few may find contrarian positions              and reduce net fees. However, if          that current market trends contin-
       to grow less competitive products                they increase rates too conserva-         ue, banks may pay in anticipation
       in certain markets.                              tively, they risk losing deposit bal-     of competition that never arises.
    • Existing portfolio dynamics —                     ances, and their ability to attract     • Lag the market — while margin-en-
       banks with difficulty in managing                new deposits.                             hancing in the short-term, banks
       promotional leakage in liquid                 • Segment commercial deposits                who lag too long may find increased
       products may look to CDs as a                    — banks need to segment their             attrition of not only rate-sensitive,
       natural “fence.”                                 commercial deposit portfolios to          but also relationship deposits
    • Funding demands — as a gener-                     isolate and manage customers              that will be much more expensive
       alization, banks seeking larger                  based on estimated rate sensitiv-         to replace.
       incremental retail funding needs                 ity, but many lack the capabilities
       may find CDs to be a more effective              to segment and manage their port-               Adam Stockton
       growth lever relative to risking                 folios at this level of granularity.            Director, New York
       cannibalization in their low-cost         Should we lead or lag the market in                    astockton@novantas.com
       liquid portfolio.                         retail prices?
Where should we be more vs. less aggres-             Absent a funding need that makes                   Chrystal Pozin
sive with commercial rate re-pricing?            near-term pricing an imperative, banks                 Director, Chicago
     Banks will face customer and compet-        may choose either strategy, though each                cpozin@novantas.com
itive pressure to increase rates with each       will come with inherent risks:
Fed rate move, but need the right segmen-            • Lead the market — in less expen-                 Andrew Frisbie
tation, profitability, and pricing tools to be          sive markets, where growth may                  Managing Director, New York
more precise in their rate decisions:                   be obtained for under the national              afrisbie@novantas.com

                                                                                                                        SPRING 2017 | 9
AS SEEN IN THE NOVANTAS REVIEW

Strategic Funding Optimization:
A More Proactive Balance Sheet
Management Tool for ALCO
BY RYAN SCHULZ AND PETE GILCHRIST

For too long, funding has been a neglected cousin in the strategic planning
process. But there are storm clouds gathering — driven by rising rates,
competition and increased regulatory focus on liquidity. Going forward,
banks need an enterprise-wide strategic funding optimization approach.

Banks often short-change the liabil-          FIGURE 1: The State of Strategic Planning
ity side of their balance sheets when         Previously neglected, funding is becoming more fundamental to long-term success.
building out their strategic plans. In the
current environment, why not? Most US         CURRENT STATE                                                    FUTURE STATE
banks have more cheap deposits than               Determine asset growth target,            Build the asset plan and the
they can deploy. This situation is rapidly        which leads to required                   liability plan simultaneously
waning. Wholesale market rates are on             funding growth
the rise and banks are likely to face more                                                  Set funding targets at granular
funding challenges than ever before.              Set funding targets at the business       business unit and product levels,
Competitively, the largest US national            unit level, often using rough “back       including all relevant deposit
                                                  of the envelope” allocations              characteristics
banks are capturing most organic depos-
it growth (in all lines of business), while       Ask each business to minimize short-      Minimize all-in cost of funds
direct banks are pressuring traditional           term marginal cost of funds               across multiple time horizons
pricing levers for convenient access to                                                     and scenarios
rate sensitive savings and CDs. Mean-             Manage to other constraints (e.g.,
while, regulation is requiring banks to           liquidity) centrally in Treasury as the   Proactively identify and plan
balance a wide range of liquidity, capital,       loans and deposits are booked             for implications on a range of
and interest rate risk constraints. Banks                                                   scenarios, constraints, and goals
must have better funding planning to
                                                                                            Re-assess performance against
excel in this uncharted territory.                                                          strategies as the year progresses
    During the sustained low-rate
environment, banks could afford to be
                                              Source: Novantas

10 |
STRATEGIC FUNDING OPTIMIZATION: A MORE PROACTIVE BALANCE SHEET MANAGEMENT TOOL FOR ALCO

complacent about funding. Funding
plans tended to be simplistic, with
funding goals allocated to businesses
                                                                          Banks are already seeing benefits
using ad hoc budgeting analysis and                                       to both cost of funds and net
relying on minimizing short-term cost
of funds within the businesses. Now,                         interest margin (NIM) thanks to rebalanced
leading institutions have begun lever-
aging advanced deposit analytics to
                                                             liquidity profiles, which will only grow as
create more nuanced funding plans at                         wholesale market rates rise.
the customer segment level (Figure 1).
These plans consider the full range                          gets answered across the organization,     sheet-friendly funds (sticky, low-beta,
of balance sheet constraints and do                          the results are added together, and        regulator-encouraged), but ultimately
so across longer horizons and more                           only then does the liability side of the   the businesses pass the baton back to
diverse scenarios. The result is a stra-                     balance sheet get introduced into the      Treasury to assemble a balance sheet
tegic optimization of the liability side                     planning process.                          with the desired interest rate risk and
of the balance sheet. These banks are                            Once the target has been set, busi-    liquidity positions.
already seeing benefits to both cost of                      nesses get allocated a portion of the          Given recent rate history, this plan-
funds and net interest margin (NIM),                         funding goal and are asked to achieve      ning process has not been especially
thanks to rebalanced liquidity profiles.                     it as cheaply as possible. They are        problematic. The unprecedented “low
These benefits will only grow as whole-                      given leeway to find the deposits how-     forever” rate environment gave rise to an
sale market rates rise.                                      ever they can (occasionally with some      equally unprecedented period of deposit
    At their hearts, banks used to be                        high-level directives from Treasury).      excess (Figure 2). In the years after 2011
asset-focused enterprises, meaning loan                      This leads to a bundle of deposits with    — when wholesale market rates fully bot-
production was the driving force in                          a range of attributes from flighty high-   tomed out — loan to deposit ratios across
planning. Even today, most strategic                         yield savings, to relationship-based       US banks reached a new low of 69%. And
planning starts each Fall with the                           checking accounts, to locked-in term       the low rate environment inspired apathy
question “How much are we looking to                         deposits. A well-crafted funds trans-      in customers’ deposit decisions as well,
grow next year?”, with the implication                       fer pricing (FTP) methodology can          leading non-interest bearing products to
being growth in assets. This question                        help direct businesses to balance          grow to 25% of all deposits. (At the bot-

FIGURE 2: Impact of Sustained Low Rates on Funding Behaviors
Rate apathy has led to stockpiles of cheap deposits.

                                                                                                                                              Non-Interest Bearing Deposits (% of Total)
                        100%               L/D ratio                                                                                    30%
                                           NIB deposits
                        90%
Loan to Deposit Ratio

                                                                                                                                        25%
                        80%

                        70%
                                                                                                                                        20%

                        60%

                                                                                                                                        15%
                        50%

                        40%
                                                                                                                                        10%
                               ‘92   ’94    ‘96        ’98   ‘00     ’02      ‘04     ’06      ‘08      ’10     ‘12      ’14      ‘16

Source: FDIC Quarterly Banking Profile

                                                                                                                                 SPRING 2017 | 11
FEATURE

tom of the last rate cycle, this figure was
19%.) In this environment, banks have
been able to survive on relatively simple                   A bank cannot let the liability side
and straight-forward funding plans.
     But fundamental shifts in the indus-
                                                            of the balance sheet “happen” —
try, driven by the hastening rising rate      it must proactively plan and be prepared for a
environment, are making simplistic
funding plans untenable. The stickiness
                                              range of potential scenarios.
of newly found “core” deposits will be
tested and some banks will be painfully       other hand, is worried about more than         to change the way they think about
disappointed. If the non-interest bearing     just the interest expense of the deposits.     enterprise funding planning. This
deposit mix returns to pre-2011 levels        Depending on the deposits acquired,            requires an evolution of the enterprise
(19% of total deposits), banks can expect     Treasury now must consider mitigating          funding framework as well as the devel-
a quarter of these deposits to move into      the new LCR outflows through the               opment of the appropriate analytic tools
rate paying or non-deposit alternatives.      securities portfolio, rebalancing key rate     to perform strategic funding optimiza-
The funds that remain in deposits will        durations, and hedging the interest rate       tion in support of the new framework.
be subject to increased competition           risk. Each of these actions could incur             The basis of strategic funding opti-
from direct banks, which have proven          additional costs, costs that were not con-     mization is an expansion of the scope
they can pull hot money and even              sidered when the deposits were being           of the business-specific funding opti-
relationships from traditional brick-and-     acquired. In our evolving environment,         mization problem. A top-tier enterprise
mortar franchises as consumer senti-          this ex post management can cause sub-         funding framework considers:
ments trend ever more digital. On top of      stantial harm to the bank’s balance sheet.         • The various constraints the bank
these funding pressures, banks bear the            Current enterprise funding plans                 faces, not just marginal cost of
weight of heightened regulatory scruti-       also lack the granularity to optimize                 funds. This includes management
ny in the post-crisis environment: new        effectively across businesses. Broad tar-             targets (core funding ratios and
interest rate risk, liquidity, and resolu-    gets make it difficult to capture the trade-          segment concentration limits), eco-
tion/recovery planning regulations pile       offs between products overall and their               nomic constraints (interest rate and
additional constraints on top of existing     marginal volume. The first incremental                basis risk), and regulatory require-
economic and strategic considerations.        $100 million in funding might be cheap-               ments (LCR and NSFR)
Unfortunately, competing constraints          est in retail MMDA, but what about the             • The evolution of the bank’s posi-
often send different signals, making          next $100 million? Determining where                  tion relative to these constraints
Treasury’s job of assembling the balance      to draw these lines is challenging with               over both a short term (≤1 year)
sheet exceedingly complicated.                blunt enterprise funding plans. These                 and long term horizon (3—5 years)
     Many of the challenges of current        tradeoffs only become more compli-                 • A range of different potential sce-
funding plans are attributable to the         cated as constraints such as liquidity                narios including macroeconomics,
singular focus on near-term cost of funds.    and interest rate risk are factored in                wholesale market rates, and com-
While obviously a key component of a          to cross-business and cross-product                   petitive dynamics.
bank’s profitability, it is too dominant in   decisions. It may be cheaper to acquire             These new dimensions of planning
a more broadly optimized funding plan.        the next $100 million from commercial,         allow the bank to see the true impact of
Because banks are not actively plan-          but what knock-on effects will the higher      enterprise funding decisions. The bank
ning around other funding constraints,        outflow deposits have on LCR and what          is no longer just answering the question
Treasury must optimize on these other         will it mean for investment yields if          “How much will it cost me to grow
constraints reactively as funding arrives.    the bank has to rebalance high-quality         funding by $X billion over the next 12
This reactive position increases focus on     liquid assets?                                 months?” It will also address how that
short-term funding levers and “flavor of           Few banks currently have the capa-        funding will impact the bank’s rate sen-
the day” tactics. Longer term, higher val-    bilities to make these decisions efficient-    sitivity, what position it will leave the
ue long-term funding levers are left in the   ly and effectively. As external pressures      bank in 2 years’ time, and what impact
lurch as the plans rarely provide the time    grow, enterprise funding planning will         that strategy will have if rates stay low
to allow slower moving relationship-driv-     become increasingly necessary to build         for another 6 months. This requires
en funding to be built and maintained         strong NIM and shareholder value.              shifting ALCO’s mindset and harness-
(e.g., commercial operating funds).           Banks that master these skills will realize    ing deposit analytics to support it.
     Say Business XYZ gathers its next        substantial advantages in a more dynam-             The key analytic underpinning of
billion in deposits, and does it with         ic macroeconomic, wholesale market             this effort is the ability to estimate the
minimal impact to near-term interest          rate, and competitive environment.             impact of strategic, competitive, and
expense. Job well done. Treasury, on the           To rise to this challenge, banks need     macroeconomic changes on deposit

12 |
STRATEGIC FUNDING OPTIMIZATION: A MORE PROACTIVE BALANCE SHEET MANAGEMENT TOOL FOR ALCO

FIGURE 3: Key Analytics for Strategic Funding Optimization
Understanding deposit behavior in different environments unlocks deeper strategic planning insights and options.

                                       ACCOUNT DECAY                      ACCOUNT BALANCE
                                     How many accounts                   What will the average
                                        will attrite?                    account balance be?

                   ACCOUNT ACQUISITION                                                          CUSTOMER RATE
                   How many accounts will                                                      What will I pay for
                     I acquire and why?                                                           deposits?
                                                     STRATEGIC FUNDING

Typical Sources

    Pricing Model          Stress Testing (CCAR/DFAST)            ALM Model            Marketing Analysis          Strategic Planning

Source: Novantas

balances and rates. Many of these ana-       instrument-level ALM cash flow projec-         try-wide betas for the first rate rises have
lytics are in place throughout the bank;     tion software, they are streamlined and        been low, but historically these catch up
unfortunately, they are rarely leveraged     flexible to allow for rapid iteration of       in the second 100 bps of a rising rate
for enterprise funding planning. The         strategic options, which is difficult to       environment. Purportedly, this cycle
first step is to inventory what exists       achieve in ALM software. Products are          will be different, with rates having been
already at the bank. Novantas sees four      aggregated for simplicity, while main-         lower for longer and banks starved for
primary components to estimating             taining sufficient granularity to compare      improved NIM. But different banks will
deposit behaviors (Figure 3).                the differences across major product           require different disciplines on deposit
     Ideally, these analytics would be       groupings and customer segments to             rates. Banks that are still funding myopi-
integrated through an existing system.       optimize across meaningful dimensions.         cally will be forced to accept higher cost
However, existing software rarely has the    The tool accepts assumptions on the            deposits and liquidity positions. Perhaps
flexibility to quickly and intuitively run   characteristics of deposit categories          for the first time, the winners of the next
strategic scenarios. In working closely      (e.g., LCR outflows, interest rate sensitiv-   cycle will be determined by excellence
with banks, Novantas has helped banks        ity) to provide a simple means of com-         in liability management rather than
deploy a top-level tool that can aggregate   paring across a myriad of constraints          asset gathering.
these analytics and provide real-time        and scenarios.
results in various scenarios for an array         As banks look forward to the rising                   Ryan Schulz
of strategic decisions and initiatives.      rate environment and the projected                         Principal, New York
     These tools reside at the front end     return of stronger yields, it bears remind-                rschulz@novantas.com
of the funding planning process to           ing that NIM often gets worse before it
provide early directional input to ALCO.     gets better. Typically, loan books have                     Pete Gilchrist
While the results are less precise and       been slower to adjust to new rates, while                   EVP, New York
granular than what is provided by full       liabilities reprice more rapidly. Indus-                    pgilchrist@novantas.com

                                                                                                                      SPRING 2017 | 13
Deposit Promotions at what Cost?
Measuring Marginal Cost of Funds
BY ADAM STOCKTON AND ANDREW FRISBIE, WITH VLADANA ZLATIC

As rates continue to rise, it is critical to deploy a better metric to compare
the costs of rate based deposit raising strategies against one another, and
against alternative marketing or investment spending.

As banks continue to grow loans, they        PROMOTIONAL DEPOSIT PRESSURE                   must also be taken into account
are seeking different avenues to maintain    IN A MORE COMPETITIVE MARKET                   when analyzing deposit promotions.
deposit growth at the same pace. Already     In an environment where Retail deposits      • Cannibalization: At the end of the
we are seeing that the betas associated      are more valuable and more expensive,          long low rate environment, most
with promotional MMDA accounts               the competition for deposits continues         banks have large books of low-cost
are surpassing the historic industry’s       to heat up. Banks lacking liquidity often      deposits sitting in statement sav-
experience early in the cycle. A deeper      turn to promotional pricing to raise           ings, grandfathered MMDA, and
worry is that the Marginal Cost of Funds     rate-sensitive deposits through promo-         even checking accounts. As banks
(mCOF) — the total cost of incremental       tional rates on both MMDA and CDs.             look to compete for rate-based
deposit-raising after taking marketing,      These banks are seeing pressure on             deposits, they open themselves up
cannibalization and changes in duration      results from four areas:                       to significant repricing risk.
into account — is for many banks                 • Acquisition: The continued shift       • Duration: With banks’ increased
unsustainable. The Marginal Cost of Funds          in consumer preferences toward           pricing sophistication, teaser rate
in the current rising rate environment             banking online, combined with new        pricing has become more prevalent,
threatens to render certain aggressive             direct bank market entrants and          but customers are catching onto
loan growth goals uneconomic from a                increased sophistication in region-      the game. Banks doing aggressive
funding perspective alone. Deploying a             al pricing analytics, has put pres-      teaser pricing have seen higher
better metric to compare the costs of rate         sure on interest rates required for      balance decay levels and are paying
based deposit raising strategies against           acquisition. In addition, to achieve     customers a high rate for the intro
one another, and against alternative               maximum acquisition, rate cam-           period, only to see them hop to a
marketing or investment spending, is an            paigns must be supported by addi-        different bank’s promotional offer
emerging imperative.                               tional marketing expenses, which         at expiration.

14 |
DEPOSIT PROMOTIONS AT WHAT COST? MEASURING MARGINAL COST OF FUNDS

    • Opportunity cost: Offering promo-             For example, one bank, with no             need for tighter controls on new money
      tional rates not only risks repricing         constraint on where the pro-               criteria and the difference between
      the existing book of business, but            motional funds came from, saw              compliant and non-compliant regions.
      also risks repricing BAU acqui-               cannibalization comprise 75% of            Others have moved to more targeted
      sition — deposits which would                 the promotional funds. The result          pricing to specifically seek balances
      naturally have joined the bank at             was an mCOF of over 3.00% for a            from customers with low potential
      existing rates. This may represent            1.25% promotion.                           repricing impact.
      significant incremental interest           • Aside from cannibalization, bal-                Ensuring accuracy of mCOF is
      expense, particularly for banks               ance decay of promotional funds            clearly of the utmost importance as
      with strong core checking and con-            after the promotion ends has an            it is used to trade off investments.
      venience-oriented savings growth.             even higher impact on Marginal             Consistency across the enterprise and
    Without accurate measurement,                   Cost of Funds compared to the              organizational buy-in are crucial to
banks are unlikely to avoid some or                 cannibalization effect. The 12             identify and correct tradeoffs. Bench-
all of these pitfalls. In a world where             month decay of balances acquired           marking is also critical to identify key
National banks continue to gain share,              through promotions can range               areas of underperformance and monitor
Regionals and Super Regionals cannot                from 30% to 70% depending on the           industry-wide trends.
afford to misallocate scarce resources.             magnitude of acquisition rate, the
Maximizing efficiency of both interest              differential between promotional           INCREASED URGENCY AS RATES RISE
and marketing expense is critical.                  and base rate, and the frequency of        In a rising rate environment, we expect
                                                    promotional activity.                      the Marginal Cost of Funds betas to
MARGINAL COST OF FUNDS:                           For any individual bank, a detailed          exceed promotional betas. Put another
AN ALL-IN MEASURE                             understanding of the overall mCOF and            way, the beta on the Marginal Cost of
Novantas has developed a Marginal             the levers that impact it, along with a          Funds is likely to significantly exceed
Cost of Funds (mCOF) calculation to           comparison to benchmarks, allows the             100%, making banks that have historical-
measure the financial impact of pro-          bank to diagnose potential issues. For           ly relied heavily on promotional tactics
motional pricing. It empowers banks           example, some Novantas clients have              vulnerable to margin compression as
to trade-off rate-based pricing against       used mCOF analysis to identify the               rates increase.
other potential growth investments. In
addition to an all in acquisition cost,
which includes both dollars of rate           FIGURE 1: PROMOTIONAL RATE BETA VS. MCOF (POINTS IN CYCLE)
paid and incremental marketing costs,         Betas on funds raised at the margin may exceed 100%.
mCOF takes the expense of repricing/
cannibalization of lower-cost savings                        Fed Funds: 2.00%                               Fed Funds: 4.00%
into account, attrition after the promo-
tion expires, and the effects of ‘promo
                                                                                160%
hoppers’ who reprice to a subsequent
promotional rate after their first
promotion expires.                                                                                                             140%
    The Marginal Cost of Funds across
Novantas’s Comparative Deposit Ana-
lytics benchmarking consortium pro-
vides a number of insights into both typ-                                       120%
ical and outlying promotional deposit
                                                                                                     100%
gathering performance:
    • The Marginal Cost of Funds for a                 90%                                                                     100%
      typical bank using promotional                                                                  90%
      pricing can be 2x to 3x higher than
                                                       80%
      the nominal coupon rate — e.g., a
      bank offering a 1.00% promotion
      for 3 months might frequently
      see annualized Marginal Cost of
      Funds at 2.00% - 3.00%.                   Promotional MMDA      Marginal Cost of Funds   Promotional MMDA      Marginal Cost of Funds
    • Outlying results on any individ-             (coupon rate)                                  (coupon rate)
      ual mCOF lever can significantly
      worsen the metric for a bank.           Novantas Comparative Deposit Analytics and Proprietary mCOF Methodology

                                                                                                                          SPRING 2017 | 15
Novantas projects 90%+ betas to                 promotional and base rates will             funding needs. For example, by shift-
Fed Funds increases for promotional                 increase the cost of repricing. While       ing strategy between a mass Savings
acquisition rates in both MMDA and                  promotional rates will see betas of         promotion, mass CD promotion or
CDs. While broadly in line with the last            90-100%, base rates and the ‘back           targeted DM campaign, Marginal Cost
rising rate environment, promotional                book’ may only see betas in the 10-30%      of Funds can identify the optimal
betas could exceed 100%, especially                 range. For each 100 bps that Fed Funds      time to grandfather a product, and the
in CDs, as rate information becomes                 increases, the cost of cannibalization      correct cadence for increasing base
more transparent online and competi-                will therefore increase by up to 90         and promotional rates. This dialogue
tion increases, including among banks               bps. The cost of cannibalization            enables the business and Treasury
that are currently not competing for                and opportunity cost of acquisition         to look beyond average spreads to
rate-based deposits.                                will begin to severely challenge            the incremental impact of specific
    Retention will also be impacted.                promotional pricing.                        pricing decisions.
Novantas benchmarks demonstrate bal-                                                                Third, banks that have embedded
ance churn increases by 50% in a rising             HOW MCOF INSIGHTS ARE DRIVING               the Marginal Cost of Funds logic into
rate environment compared to a low                  ORGANIZATIONAL DECISION-MAKING              their strategic planning and resource
rate environment, impacting both can-               Best in class organizations have embed-     allocation process are improving their
nibalization and decay. Cannibalization             ded Marginal Cost of Funds in sever-        returns by addressing issues proac-
rates will increase as more customers               al ways. First, they have socialized a      tively rather than opportunistically.
are attuned to rate-based offers and                standard calculation for Retail in con-     This approach, keyed to the annual
as the offers increase in magnitude —               cert with their Treasury and Finance        planning and resource allocation pro-
especially around handle round number               colleagues. Often their Commercial          cess, enables these banks to answer
rates like 2.00%. Decay rates will also             colleagues undertake a similar exer-        questions like “Should we allocate
increase as customers become less tol-              cise, facilitating trade-off calculations   more in marketing spend to support
erant of remaining at a base rate after             across businesses.                          new balance acquisition, or instead,
promotions expire.                                      Second, they are making better          accept that we may need to price our
    Finally, higher dispersion between              informed spot decisions on near-term        rate paid on promotional deposits
                                                                                                incrementally higher? Which approach
                                                                                                is more efficient overall?”
FIGURE 2: MMDA VS. CD MCOF (ALL PROMOTIONS >1.00%)                                                  Finally, the Marginal Cost of Funds
While many assume CDs are always a more expensive vehicle, on an mCOF basis                     can be used to influence decisions
CDs can sometimes be more attractive.                                                           well beyond resource allocation within
                         Marginal Cost of Funds: MMDA vs. CD Products                           Retail. As a part of an enterprise funding
                         4.5%                                                                   planning exercise, the Marginal Cost
                                                                                                of Funds, in concert with metrics from
                         4.0%
                                                                                                other lines of business, can help a bank
Marginal Cost of Funds

                                                                       3.50%
                         3.5%                                                                   decide whether, on the increment, the
                                                                                                next $1B of funding should come from
                         3.0%
                                                                                                Retail promotional CDs or Commercial
                                                                              2.70%
                         2.5%       2.10%                                                       non-operating deposits. The Marginal
                                                                                                Cost of Funds can also help deter-
                         2.0%
                                            1.75%                                               mine whether, on the increment, asset
                         1.5%                                          1.75%                    growth might be slowed down to avoid
                                    1.35%                                                       spread disintermediation.
                         1.0%
                         0.5%                                                                               Adam Stockton
                                                                                                            Director, New York
                         0.0%
                                    MMDA                                 CD                                 astockton@novantas.com

                                                                                                            Andrew Frisbie
Legend                                                                                                      Managing Director, New York
                    Highest 25%       Average          Lowest 25%                                           afrisbie@novantas.com

Note: MMDA Timeframe: March 2015 — April 2016 (n=26), CD Timeframe: March 2015 —                            Vladana Zlatic
November 2016 (n=74)                                                                                        Lead Associate, Toronto
Source: Novantas PriceTek Database, Novantas Analysis                                                       vzlatic@novantas.com

16 |
RETHINKING BANK M&A — IDENTIFYING, PRICING, AND CAPTURING VALUE IN TODAY’S ENVIRONMENT

Rethinking Bank M&A —
Identifying, Pricing and Capturing
Value in Today’s Environment
BY MICHAEL JIWANI AND PETE GILCHRIST

The value of M&A is changing. Traditional acquisition synergies are
giving way to new sources of value, and banks will need to adapt.

U.S. merger and acquisition transactions     liability side has evolved. Traditionally,      compete in-footprint with the nationals
involving larger community and region-       acquisition justification was largely about     and add fee generating options.
al banks are back on the table. Above the    realizing scale and, more importantly,               We see three new tasks needed in
continuing consolidation of some 10,000      expanding non-toxic assets, branches and        the acquisition process to account for
smaller community banks and credit           customers, with only limited focus on the       the changes in value:
unions, and beneath the regulator-lim-       quality, fit and longevity of deposits. In         1. Enhanced screening of the deposit
ited national banks, mid-sized banks are     today’s environment, we see three major                franchise for target identifi-
looking at M&A — not simply opportu-         areas where underlying industry econom-                cation, and in particular using
nistically, but now out of urgency.          ics have altered relative M&A value:                   better analytics and benchmarks
    The urgency arises from dual pres-           • Core transacting customers with                  to find banks with higher quality
sures: (1) to restore long-suffering prof-           “sticky” and growing deposits are              deposits and customers, as well as
itability to support investing in digital            now more valuable than ever.                   greater consolidation potential.
transformation; and (2) to counter the           • Branch consolidation must be more            2. More focused due diligence of
dominant lead U.S. national banks have               aggressive than ever before because            the deposit base before provid-
opened up in acquiring new core cus-                 of the diminishing asset value of the          ing an offer to better understand
tomers across all lines of business. For             network in a digital age.                      the intrinsic customer and deal
brick-and-mortar-centric intermediaries          • Finally, banks are in need of niche              value, and price accordingly
that wish to survive, M&A is a necessary             lending and fee businesses with            3. Use of “clean room” teams after
strategic consideration. However, in                 high ROE potential to improve                  a deal announcement to allow for
searching for the right deals, successful            fee and spread performance over                accelerated and optimal merger
acquirers appreciate that the under-                 traditional intermediation.                    integration decisions reflecting
lying value of target institutions has           Acquirers must find ways to identify               the new liability-driven sources
decidedly changed.                           and correctly price these sources of val-              of value.
    Credit quality is, and always will be,   ue, and then single-mindedly seek and                The costs and time of these additional
an integral part of deal economics, but      execute deals that bring the right cus-         efforts are clearly outweighed by the risks
the nature of the value created from the     tomers and deposits. This will help them        of an M&A “error”.

                                                                                                                       SPRING 2017 | 17
ACQUISITION TRENDS
     With the end of interstate banking        FIGURE 1A: Bank M&A (2000-2016)
restrictions in the 1980s, M&A became          Mergers continue to reduce industry bank count by 3-4% a year, while larger bank
an integral component of transfor-             deals are picking up after a post-crisis hiatus.
mation for the U.S. banking industry.
                                                                         6%                                           Target Bank Assets          18
Since then, bank M&A has largely been
responsible for bringing the number                                      6%                                              >$50 bil                 18
                                                                                                                      Target Bank Assets
of U.S. banks down from over 15,000                                                                                      $10-50 bil
                                                                         5%                                              >%50 bil                 15
to under 6,000 (with credit unions

                                                                                                                                                                       (bars)(bars)
seeing a similar reduction). Banks have                                  5%                                                $10-50 bil             15
consolidated at a pace of roughly 3-5%

                                                       (line)(line)
                                                                         4%                                                                       12

                                                                                                                                                                   Mergers
per year, slowing down following the
financial crisis, but since recovering to                                4%                                                                       12

                                                 % Merged

                                                                                                                                                               Mergers
historical averages (see Figure 1a). We
                                                                         3%                                                                       9
expect this rate of consolidation to con-     % Merged

                                                                                                                                                           # Large
tinue over the next several years.                                       3%                                                                       9
     In terms of deal size, the real estate

                                                                                                                                                       # Large
                                                                         2%                                                                       6
crisis saw a crescendo of large bank
mergers, which thereafter went into                                      2%                                                                       6
hibernation. Since 2014, larger bank
                                                                         1%                                                                       3
transactions have returned. We expect
to see a return to regular M&A activity                                  1%                                                                       3
for larger community and regional
                                                                         0%                                                                       0
banks in the next decade, leading to an                                        2000    2002    2004   2006   2008   2010    2012   2014    2016
increase in the number of banks with                                     0%                                                                       0
$200 billion and more in assets (subject                                       2000    2002    2004   2006   2008   2010    2012   2014    2016
                                               Merger size measured by target bank assets
to regulatory asset threshold changes).
                                               Source: FDIC, SNL, Novantas analysis
     Looking at deal pricing (see Figure
1b), tangible book value multiples have
declined post crisis: median P/TBV
                                                   2.5                                                                                            100%
exceeded 2.0 in 2003-07, plummeted to          FIGURE  1B: Annual Median Deal Price Metrics (2000 — 2016)
1.1-1.2 in 2008-13, and then inched up to      Deal pricing to tangible book value remains in the low ones though rising, while
1.3-1.4 by 2015-16. Part of the low multi-     premiums are back to the low 30s.
                                                                        2.0
ple reflects stunted industry profitabil-                                                                                                         80%
ity prospects and bottom basement
bank stock prices — both of which have                                  2.5                                                                       100%
                                                         (bars)(bars)

                                                                        1.5
improved markedly of late. Despite

                                                                                                                                                                   (line)(line)
these positives, we do not expect bank                                                                                                            60%
                                                                        2.0                                                                       80%
                                                   Price/TBV

profitability to return to pre-crisis

                                                                                                                                                               Premium
                                                                        1.0
levels; hence, while we have seen a
                                              Price/TBV

significant increase in deal multiples
                                                                                                                                                           Premium
                                                                        1.5                                                                       40%
                                                                                                                                                  60%
in Q1 2017, we do not expect a return to
                                                                        0.5
prior multiples, except when it comes to
unique deals.
                                                                        1.0                                                                       40%
     Premiums over market price for pub-                                                                                                          20%
                                                                        0.0
licly traded companies have returned to
roughly normal values post-crisis. The                                  0.5                                                                       20%
median 1-month deal value premium
                                                                                                                                                  0%
over market price spiked to around 60%                                         2000   2002    2004    2006   2008   2010    2012   2014   2016
in the slow recovery period of 2009-12,                                 0.0                                                                    0%
reflecting low trading multiples of that                                      2000    2002    2004    2006   2008   2010    2012   2014    2016
period. Since then, premiums have
dropped into the low 30s. We expect            Deal Value to Tangible Book Value, Deal Value to Market Value for publicly traded targets;
premiums to fall slightly further into         annual medians.
the high 20s, as both acquirers and            Source: SNL, Novantas analysis

18 |
RETHINKING BANK M&A — IDENTIFYING, PRICING, AND CAPTURING VALUE IN TODAY’S ENVIRONMENT

FIGURE 2: Median Cost and Branch Reductions, Ten Largest Deals by Year (2009 — 2016)
Acquirers now more aggressive in cost reduction and branch consolidation.

              70%
                             Branch Overlap
              60%            Cost Takeout
                             Branch Consolidation
              50%
% of Target

              40%

              30%

              20%

              10%

              0%
                    2009         2010           2011          2012        2013          2014          2015         2016

Branch Overlap: target branches within 5 miles of acquirer branch
Source: SNL, Novantas BranchScape, research and analysis

sellers better appreciate reduced target        shopping and purchasing, customers             tribution realignment. Many regionals
prospects absent a sale.                        are increasingly shunning the branch           are again looking to M&A for some of
                                                and shifting to digital channels. Addi-        the solution.
CHANGING VALUE OF BANK M&A                      tionally, liquidity regulation favors more         The pitfall is that the sources of
     Historically, M&A has reflected            stable deposits — transaction accounts         value from bank M&A have funda-
the centricity of the branch — to bank          as opposed to savings accounts or large,       mentally been altered. We see three
intermediation, as well as to the goal          non-operating balances parked await-           major changes to M&A value — some
of building franchises. Deal announce-          ing better uses or rates.                      of which are quite difficult to discern:
ments, while typically first mentioning             More ominously for regional and                Core transacting customers and
the safety of assets, prominently touted        local banks, these industry trends have        their stable deposits are now far more
branches and to a lesser degree depos-          downgraded the importance of local             valuable. We believe the differentiator
its. Deal rationales typically split into:      branches — giving the national banks           of profitability for banks going forward
out-of-footprint franchise expansion to         higher customer acquisition rates and          is increasingly access to a growing
build a regional or national franchise          creating opportunities for direct online       base of “sticky,” transaction deposits.
versus in-footprint franchise expansion         banks. Separately, industry profitabili-       Payments-related, relationship-driven,
to increase share and build scale. The          ty remains subpar, and large swaths of         and other stable deposit balances incur
term “footprint” is itself a reference to       banks are failing to meet their costs of       lower interest expense and are less
branch networks.                                capital. Even with economic expansion          likely to be “shopped” and switched to
     But in the years since the Great           and rising rates, profitability is unlike-     another bank. In contrast, hot money
Recession, the combination of technolo-         ly to return to pre-crisis levels.             and balances acquired through promo-
gy, customer preference, and regulation             Thus, all but the most successful          tion will require higher rates or leave
has fundamentally altered industry              regional and community banks are               the bank.
dynamics — and along with it, the value         caught in a vise: how to simultaneously            Accordingly, acquiring deposits
of bank M&A. With technology enabling           compete with the nationals, improve            with limited regard to their source puts
mobile and online banking for both              profitability, and invest in digital dis-      M&A deal economics at risk — espe-

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