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Announcing the 2022 Bank Executives Conference

This year’s event centers around the theme “Rise”

The Wisconsin Banker’s Association is thrilled to announce that the annual Bank Executives Conference will be back in person February 9–11, 2022 at the Kalahari Convention Center in Wisconsin Dells. This is the premiere event for bank leaders in the state. The theme of this year’s event will be “Rise.” Wisconsin bankers have risen to the occasion over the course of the pandemic, and this conference will address what it will take to be resilient and relevant in 2022.

Networking

Being back in person opens the door for the kind of networking opportunities that bank leaders have been craving for nearly two years. The conference will kick off with a networking reception on Wednesday evening, but bankers are invited and encouraged to arrive earlier for optional afternoon “banker-only” peer group discussions starting at 2:30 p.m. Peer group discussions are geared toward the roles of CEOs, CFOs, credit and lending, operations, and organizational development. Opportunities to connect with fellow bankers, WBA Associate Members, and WBA staff will be plentiful throughout the conference, with an exhibitor Marketplace providing a dedicated space for making connections.

Executive-Level Education

The WBA Bank Executives Conference brings national experts to Wisconsin, while providing tailored programming specific to the needs of banking leaders in our state. Among the trending topics that will be covered at the conference are:

  • Changes that emerged during the pandemic that are now here to stay
  • Talent recruitment and retention
  • Technology, fintech, and digital transformation
  • Cryptocurrency
  • And more!

New Hybrid Option for 2022 A livestream will allow attendees at the bank to view the keynote sessions on February 10 and 11.

The opening keynote session is titled, “Business as Unusual: How to Future-Proof Your Business in Transformational Times.” In this engaging, provocative, and insightful keynote session, acclaimed global futurist and best-selling author Jack Uldrich will not only discuss how the Coronavirus is transforming the world of tomorrow, he will explain why it is accelerating many of the trends that were already at work prior to the epidemic. History reminds us that great crises produce great change — as well as great opportunities. To take advantage of these extraordinary opportunities, businesses must position themselves now to operate in a world where “business as unusual” is the new “usual.” This session will help leaders at every level of an organization leverage ten “unconventional” techniques to succeed in today’s — and tomorrow’s — transformational times.

Dr. Chris Kuehl, managing director of Armada Corporate Intelligence, will present a keynote session, “2022 – The Real Recovery Year?” That honor was supposed to go to 2021, but we all know what happened over the last several months — inflation, labor shortage, supply chain breakdowns, and the repeated resurgence of the virus. Now we have these lingering issues along with the reactions — higher interest rates, efforts to restore, continued engagement by the government. The bankers have been placed squarely in the middle of all this and expected to do most of the heavy lifting. Does that continue and what can we really expect as far as growth and recovery?

For more details on programming and to view the full agenda, please visit www.wisbank.com/bec.

Banking leaders are eager to rise to the challenges ahead of them, and the conference will provide actionable tools and knowledge attendees can bring back to their banks and communities.

Recognition

The 2021 Banker of the Year will be announced at the conference, recognizing a bank CEO or president (or an individual who has recently retired from these positions) who has made an outstanding effort throughout their career in service to their bank, to their community, and to the banking profession.

The Wisconsin Bankers Foundation Financial Education Innovation Award will be presented at a special luncheon on February 10. This prestigious award recognizes a bank’s unique efforts to enhance the financial capability of consumers in their community, whether it’s a new kind of educational game for students, curriculum developed for adult seminars, or some other new or innovative approach to financial education.

The 50- and 60-Year Clubs recognize bankers who have served in the banking industry for 50 and 60 years, respectively. These awards will be presented during the special luncheon at the conference to honor professionals who have dedicated their careers to the banking industry.

Entertainment

Ope! Charlie Berens, best known to Wisconsinites for his viral video series, “The Manitowoc Minute,” will perform at the Chairman’s Dinner Program on Thursday, February 10.

Comedian, Emmy award-winning journalist, and Wisconsin native Charlie Berens — who rose to fame from his video series, “The Manitowoc Minute” — will provide the entertainment for the Chairman’s Dinner Program on February 10. Attendees can expect lots of laughs from the author of the recently released book, “The Midwest Survival Guide: How We Talk, Love, Work, Drink, and Eat. . . Everything With Ranch.” Berens has been featured on Fox, CBS, Funny or Die, TBS Digital, Variety, MTV News, and more. In 2013, he won an Emmy for “The Cost of Water” while reporting for Texas news station KDAF. “The Manitowoc Minute” series has garnered millions of views and paved the way for a sold-out standup comedy tour. Geez, Louise, this is sure to be a hilarious show you won’t want to miss!

Register

To register for the conference, please visit www.wisbank.com/bec. We look forward to seeing you Wednesday, February 9–Friday, February 11 at the Kalahari Convention Center in Wisconsin Dells!

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Community Capital Bancorp, Inc. and Collins Bankcorp, Inc. Announce Merger

Community Capital Bancorp, Inc., a Wisconsin corporation headquartered in Menomonee Falls, and Collins Bankcorp, Inc., a Wisconsin corporation and the parent company of Collins State Bank, a Wisconsin state chartered bank headquartered in Collins, Wis., announce the merger of Collins Bankcorp into Community Capital. As a result of the merger, Collins State Bank will become the wholly-owned bank subsidiary of Community Capital.

Community Capital’s founders, including CEO Dave Davis, consist of experienced community bankers looking to build on Collins State Bank’s rich history in East-Central Wisconsin to develop existing markets, as well as to expand into new markets. "We at Community Capital are so pleased to work with Jeff Mueller and his team at Collins State Bank," stated Davis. "We embrace the spirit of community banking associated with a locally-owned bank formed more than 100 years ago such as Collins."

Located in Collins and founded in 1914, Collins State Bank is a private community bank with four locations and total assets of $112 million as of December 31, 2020. Jeff Mueller, Chairman of Collins Bankcorp and Collins State Bank, will become a significant shareholder of Community Capital and will join its Board of Directors. "When Dave and I started sharing our thoughts on community banking, it was obvious that this was a great opportunity to maximize our current and future shareholder value," stated Mueller. "We welcome each of our new team members to our Collins State Bank family. Collins State Bank is now positioned to continue its unwavering commitment to home town personal customer service for many years to come and to remain ‘Big Enough to Serve You; Small Enough to Know You."

The merger agreement has been unanimously approved by the boards of directors of each company, and is subject to customary closing conditions, including approval by the shareholders of Collins Bankcorp and required regulatory approvals. It is anticipated that the transaction will close in the late second or early third quarter of 2021.

Boardman & Clark, LLP served as outside counsel to Community Capital Bancorp, Inc. JK Law LLC and Godfrey & Kahn S.C. served as outside counsel to Collins Bankcorp, Inc.

By, Ally Bates

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After Pandemic Pause, Boost in Bank M&A Seems Likely in 2021

After a year in which the coronavirus pandemic brought bank mergers and acquisitions to a halt in Wisconsin, it’s likely deals will resume in 2021.

Only six bank mergers were announced in the state last year as the pandemic, with its economic shockwaves and uncertainty, forced potential buyers to focus internally rather than look to expand. One of the proposed deals in the state – Nicolet National Bank’s purchase of Commerce State Bank – was called off amid the pandemic.

Acquirers needed to make sure they themselves were girded for the rapid recession spurred by the spread of COVID-19. At the same time, the economic disruption made it more difficult to evaluate a potential seller’s loan portfolio and financial strength. 

The small number of mergers was in contrast to 2019, when there were 17 in Wisconsin.

While there still are many unknowns as the new year begins and the pandemic lingers, Wisconsin attorneys who specialize in bank mergers and acquisitions think banks that have wanted to buy or sell could make those decisions in 2021.

“I think so,” said Peter Wilder, a shareholder with the banking and financial institutions practice group of the law firm Godfrey & Kahn in Milwaukee. “I think we’re still in the same posture as the second half of last year, where there’s some openness to it – there are discussions but there’s still some hesitancy.”

But if 2021 is relatively stable, pent-up demand left over from 2020 could help drive bank mergers this year, he said.

John T. Reichert, shareholder in the banking and finance practice of the Milwaukee law firm Reinhart Boerner Van Deuren, said bankers are talking about potential deals again.

“In ’21, I don’t believe there have been any deals announced in the first three weeks, but I certainly think I won’t be surprised if we get back to double digits this year based on the early activity,” Reichert said. “We are working on five or six things in the hopper. I think two or three can be announced in the first quarter. Things are starting to come back online. The fundamentals haven’t changed at all.”

Among those fundamentals are aging bank executives, some in their 60s and 70s, who want to retire, travel, and spend time with their grandchildren, Reichert said.

Another factor is shareholders seeking liquidity from their investment.

“You’ve got so many shareholders that are also older and looking to sell their shares. Or people have inherited them and they don’t have the same connections to the community, and so you have a lot of pent-up shareholder demand,” Reichert said.

Wilder said in some cases, older leaders of banks without succession plans just want to retire from the business.

“I mean, they’ve owned this for a long time. They’re ready to retire and do something else,” Wilder said.

The ongoing costs of technology and cybersecurity to run a competitive bank also weigh on the minds of longtime bankers, especially those operating smaller community banks.

“Everything’s got to be digital and mobile, and remote this and remote that – plus security. Cyber fraud and cybersecurity are huge,” Reichert said. “So the amount of resources it takes for technology increases constantly, and if you’re a smaller bank, that’s a hard burden.”

Banks looking to sell likely will face additional scrutiny from buyers, given the effects – potential and real – of the COVID-caused downturn, and could mean a lower sale price.

Buyers will be concerned about the pandemic’s impact on credit quality and loan portfolios, an issue that last year made it difficult to value sellers, Wilder said.

Reichert said the COVID credit concern is the variable that has the biggest chance of tempering banker mergers and acquisitions this year.

“It’s very challenging to get your arms around credit right now, both yours and the target’s,” Reichert said, adding that it’s possible the avalanche of Payroll Protection Program loans might have hidden impacts of the downturn on some banks.

“The question mark – and it’s a big one – is what, if anything, is it masking?” Reichert said. “Are these stimulus programs actually helping or are they just delaying and deferring a lot of eventual credit pain. And nobody knows.”

Still, Wilder said, in spite of uncertainty, it appears banks that wanted to acquire last year but held off still are in the market. He cited comments from a Jan. 19 conference call between executives at Old National Bancorp and Wall Street analysts as one piece of early evidence.

On that call, according to a transcript by Seeking Alpha, Old Bancorp Chairman Jim Ryan said: “I suspect there will be M&A opportunities that will present themselves during the year. We are getting more comfortable that we could put a credit mark on somebody else's loan portfolio, but we will continue to be an active looker and a selective buyer.”

Along with the pandemic’s fallout, a new administration in Washington D.C. and the potential for higher taxes could figure into whether a bank will want to sell, Wilder said.

With Democrats controlling the presidency and Congress, for instance, an increase in capital gains rates could shift the calculus for potential sellers, Wilder said. In addition, other types of changes to the tax code could affect estate and tax planning strategies for family-owned institutions, perhaps causing them to sell or hold depending on their situation, he said.

While the outlook for higher taxes and when they would take effect is unclear, Reichert said, “If you plan to sell in the next three years, you may be inclined to sell this year.”

For some banks, finding another bank willing to buy might not be easy, Reichert said. For starters, the sheer number of banks has been decreasing. Data from the

Federal Deposit Insurance Corp. shows the number of insured institutions based in Wisconsin has shrunk by almost 100 in the last decade – to 180 through September 2020 from 279 banks at the same time in 2010.

Any acquisition has to make sense for a buyer’s growth plan. For rural community banks, it’s often tougher to attract buyers, Reichert said. That’s a reason that some banks will end up being purchased with cash by credit unions.

“That trend will continue, undoubtedly,” he said.

There were a lot of discussions about deals in 2020 before the pandemic hit, and some of those banks are likely determined to sell in 2021.

“I think people who were on the fence this time last year no longer are on the fence,” Reichert said. “So even if multiples and pricing have come down – and they have – there a number of people who have called me, and I know they’ve called others, who have said. “I’m ready to sell, we’re ready to sell.’ Because they remember what it took to get through the Great Recession and nobody knows what the next three to five years look like.”

By, Alex Paniagua

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LendingClub’s Purchase of Radius Bank: Beginning of a Trend?

Bank-Fintech Partnerships Enter Uncharted Territory

On Feb. 18, fintech LendingClub announced it had signed a definitive agreement to acquire Radius Bancorp and its wholly owned subsidiary Radius Bank. If approved, LendingClub will become the first company in the online lending sector’s history to purchase a traditional bank. The seminal deal has the potential to be a harbinger for the U.S. banking system, signaling the beginning of a new trend; LendingClub and Radius may be forging the path to insured deposits that fintechs have historically sought via national charter applications.

Opposites Attract
Customer service cultures and complementary products brought LendingClub and Radius together

LendingClub President Steve Allocca told American Banker the company spent the past year “scouring the earth” for a merger or acquisition partner in addition to applying for a national bank charter with the OCC. So, what made Radius an attractive target?

In several press interviews, Allocca mentioned seeking “stability.” Launched in 2007, LendingClub offers peer-to-peer lending, allowing borrowers to create unsecured personal loans between $1,000 and $40,000 with a standard period of three years. Investors search or browse loan listings on the LendingClub website and select the loans they want to invest in based on information supplied about the borrower, amount of the loan, and loan purpose (investors make money from interest). LendingClub’s income is derived from origination fees (for borrowers) and service fees (for investors). LendingClub is the number one provider of personal loans in the country, facilitating more than $12.3 billion in loans in 2019.

Buying Radius gives LendingClub a stable source of funding (insured deposits) for future loan growth, as well as expanding its product and service offerings. In 2014, LendingClub began partnering with banks to offer direct-to-consumer loans, including auto loans and mortgages. With direct access to funding, LendingClub will no longer need to share revenue with a partner bank. Radius was also an attractive target because the bank has a national online presence but no overhead from a physical branch network (one of only 13 such banks in the country, according to Sanborn).

From the bank’s perspective, LendingClub’s acquisition offer presented an opportunity to provide the bank’s deposit customers with consumer loan products. Radius CEO Mike Butler told American Banker the two companies were a good fit because they had zero overlap—LendingClub didn’t offer savings or checking accounts and Radius didn’t offer consumer loans. Both companies’ leaders cited customer service and experience as a motivating factor, as well. According to LendingClub’s press release, “combining Radius and LendingClub will create a digitally native marketplace bank at scale with the power to deliver an integrated customer experience, enabling consumers to both pay less when borrowing and earn more when saving.”

Leading Indicators
It’s a new M&A marketplace… Are banks the buyers or the product?

Could more fintech purchases of banks be on the horizon? It’s possible, though the fields of potential buyers and sellers are both small. Likely acquirers include fintech companies that have applied for bank charters, such as Square and Robinhood. The “Big 5” tech companies (Amazon, Apple, Facebook, Google, Microsoft) are more likely to continue partnering with the largest financial institutions, (e.g. Apple’s partnership with Goldman Sachs to provide the AppleCard) simply due to the challenge of scaling a smaller institution to meet their needs.

Another potential fintech buyer is Varo Money, which offers fee-free online savings and checking accounts and peer-to-peer payments. In early February, the FDIC approved Varo's application for deposit insurance, and Varo had previously received conditional approval from the OCC for a national bank charter, but then withdrew its application. Once the Federal Reserve and OCC sign off on Varo’s application, it will be the first fintech provider among several similar applicants to get the go-ahead from federal banking regulators. Purchasing a bank would be an expedient scaling strategy for the startup.

Target banks, like Radius, will have wide online footprints with little (or no) physical locations, and will also have robust technology platforms ready to integrate with the purchasing fintech’s systems. Radius’s platform offered not only online check deposit, bill pay, and card management, but also a personal financial management dashboard and open APIs to offer BaaS (banking-as-a-service) functionality. More importantly, those banks will need to be interested in selling, rather than growing through acquisitions of their own.

Though it has the potential to show fintechs a path to “bank hood” via acquisition, the LendingClub-Radius merger is—most likely—not the first pebble in a landslide of fintech-bank deals. Instead, it is a powerful reminder to banks that seamless technology and customer experience are critical for success in today’s financial services marketplace, and that partnering with fintech companies can be the best way for an institution to obtain them.

Seitz is WBA operations manager and senior writer.

Further reading:

By, Amber Seitz

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Mergers and Acquisitions: A Compliance Officer’s Perspective

The below article is the Special Focus section of the December 2019 Compliance Journal. The full issue may be viewed by clicking here.

In early 2019, I served as the Compliance Officer of a small-community bank that was in the early stages of an acquisition. While both institutions performed necessary due-diligence, including review of the Compliance Management System I managed, certain compliance and regulatory aspects began to emerge that never previously hit my radar. After all, M&A activity is not an area of focus for the typical Compliance Officer. What I came to realize is that emerging trends in our industry are beginning to change the dynamics of where our responsibilities lie, while prevention of consumer harm rises to a new level.

So, what is a Compliance Officer to do? First, I turned toward my regulator for guidance. The Summer 2013 edition of Supervisory Highlights from the FDIC was a great starting point. The article, Mergers and Acquisitions: A Compliance Perspective, written by Matthew Z. Zamora, Senior Compliance Examiner, Division of Depositor and Consumer Protection, reminded me of the importance of maintaining a good Compliance Management System (CMS) during and after the merger. It helped me recognize that the ability of the surviving institution to establish and maintain its CMS would be subject to regulatory scrutiny and non-compliance could lead to punitive damages. 

Equipped with this new-found knowledge, I confronted the next challenge of putting it to practical use. To further complicate matters, areas and issues not addressed when merger discussions first began started to crop-up. For example, if management decided to merge any products, services, and software, it would undoubtedly create a vacuum of new disclosures, changed processes, enhanced procedures, and potentially limit resources. 

So, what is a compliance officer to do?

First, I analyzed which regulations brought the most risk, including reputational and regulatory. I identified several regulations that presented potential punitive damages for non-compliance which, if not addressed early, could result in negative consequences to shareholder value. To tackle this, I created a chart of the regulations applicable to both institutions, along with potential civil monetary penalties. What I found was staggering.

Next, I created a checklist. I know, I know, Compliance Officers live by these. But a well-documented checklist of which regulations needed to be considered, which tasks needed to be performed, and who was be responsible for performing them helped me to keep this aspect of M&A in the forefront. I then communicated this information with management of both institutions so that proper resources could be allocated.

Then, much like the first steps in introducing a new product or service, I engaged my experiences as a Compliance Officer. For instance, in the case of mapping loan and deposit accounts, a Compliance Officer should perform a side-by-side comparison of account related disclosures, including Truth in Savings, TRID and contracts, looking for commonality in terms and fees to help find the right products that bring synergy. By applying this method I found that, in some cases, it made more sense to build a new product on the acquirer’s system to mirror the product of the merged institution. The key was to find as much commonality as possible to avoid additional disclosures and customer confusion. As I worked with the merger and acquisition team, we found differences and tracked them in a table format so we could use this information when it came time to inform our customers well in advance of the actual merger. 

Next, I worked with management to determine what the departments would look like following the formal merger of both institutions. I found that because of how the merged institution serviced its mortgage loans, a simple name change triggered RESPA requirements on providing Notice of Servicing Rights to all mortgage customers, even though payments, address and phone number remained the same. Once the merger was announced and a legal closing date was determined, I worked with our mortgage processing department to properly disclose the likelihood that servicing would be transferred to the new bank and prepared a mass mailing for existing customers. 

And what about that thing they call HMDA? This can be disastrous for an institution if done wrong, so the team began by analyzing if one or both institutions were required to file. If one institution did not file, we knew it would be a major change for the other institution, especially for collecting necessary information. We started by asking questions about Pre-approval and Pre-qualification programs and if ether institution reported HELOC’s, knowing that how these are defined and reported could be different for each bank and might lead to missed applications. Until the end of the year, we found that keeping and filing separate HMDA LAR’s could be advantageous, but not efficient. Referencing A Guide to HMDA Reporting Getting It Right! was my greatest tool as a compliance officer. I also found that a conversation with our reporting vendor about license fees and implementation helped prepare for another calendar year of reporting. Planning a new collection, reporting, and review process before the next calendar year helped put both banks on the right path.

Finally, as one who handled multiple responsibilities, I didn’t forget to dust off my CRA Officer hat and update our public file. I had to redraw our CRA assessment area, update our list of products and services for the combined institution, and re-post the corresponding lobby notice. I also prepared for the possibility of customer complaints that might follow after the merger.

Conclusion

While these are just a few examples of what I encountered during a merger and acquisition, through them I found that the role of the Compliance Officer is a critical component, before, during, and after the merge. Keeping abreast of these challenges introduced a new dynamic in managing the newly formed CMS program. To prepare your bank for these or other types of challenges, please contact Jeffery Schmid, Director of Compliance and Management Services through FIPCO at jschmid@fipco.com to see how our experience can assist your bank.

By, Ally Bates

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Events

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GSB – Independent and Community Bank M&A: What You Need to Know

All banks are thinking about the current M&A market. Some banks are looking to be buyers, others to be sellers and others are thinking about it simply from the standpoint of how to position their bank not to be caught up in the hysteria and to simply focus on shareholder value. This webinar looks at all three angles and takes a strategic approach toward the types of questions the Board and senior management should be asking in light of the current M&A market. This webinar points out the mistakes many organizations make such as not considering alternatives to acquisitions, assuming that their institution has to maintain some minimal asset size to survive, or not asking the right strategic questions to position themselves to avoid an unwanted takeover or to simply remain independent. This webinar will arm the attendees with the appropriate tools to appropriately lead their organization regardless of the strategic path chosen.

Target Audience: Board of Directors, CEOs, and senior management

Presenter
Philip Smith, Gerrish Smith Tuck, Consultants and Attorneys

Registration Option
Live presentation $275

Recording available through June 16, 2022

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Understanding the Current M&A Market for Community Banks

Mergers and acquisitions are happening all around us. But what’s the market really like? Join us to learn more about the community bank M&A atmosphere from both buyer and seller viewpoint.

AFTER THIS WEBINAR YOU’LL BE ABLE TO:
Understand the differences between community bank and general M&A
Recognize emerging trends for community banks whether buyers or sellers
Identify common mistakes of buyers and sellers
Discuss the board and senior management’s obligations to promote shareholder value and organizational relevance in an M&A market
Better position your organization to buy, sell, or remain independent

WEBINAR DETAILS
This informative, upbeat presentation will delve into the community bank merger and acquisition (M&A) environment from both a buyer and seller’s perspective. Recognizing the unique factors that impact community banks in the M&A environment compared to publicly traded or larger organizations is vital for the long-term success of all community banks. This session will present practical examples and provide tools so your organization can take advantage of this dynamic market.

Attendance certificate provided to self-report CE credits.

WHO SHOULD ATTEND?
This informative session is designed for directors, executive management, and others involved in mergers and acquisitions.

TAKE-AWAY TOOLKIT
Comprehensive slides and detailed narrative materials discussing the M&A market
Sample bank due diligence checklist
Employee training log
Interactive quiz

PRESENTER
Philip K. Smith, MBA, JD, Gerrish Smith Tuck, PC
Philip K. Smith is chairman, CEO, and a board member of the Memphis-based law firm of Gerrish Smith Tuck, PC, and its affiliated consulting firm, Gerrish Smith Tuck Consultants, LLC. Philip’s legal and consulting practice places special emphasis on mergers and acquisitions, financial analysis, acquisition and ownership planning for boards, strategic planning for directors, regulatory matters, bank holding company formations and use, securities law concerns, new bank formations, S corporations, going private transactions, and other matters of importance to the financial industry. A frequent presenter at industry seminars, he also is or has been a faculty member at several banking schools.

Philip received his bachelors and masters of Business Administration from the Fogelman School of Business and Economics at the University of Memphis, and his law degree from the Cecil C. Humphreys School of Law at the University of Memphis. In addition, he is a summa cum laude graduate of the Barret School of Banking where he has been a faculty member.

REGISTRATION OPTIONS
$245 Live Webinar Access
$245 On-Demand Access + Digital Download
$320 Both Live & On-Demand Access + Digital Download

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