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Cambridge Financial Services
Raritan Plaza III
105 Fieldcrest Ave., Suite 401A
Edison, NJ 08837
Telephone: (732) 512-9200
Fax: (732) 512-9300
info@cambridgefinancialcorp.com
 
www.cambridgefinancialcorp.com
 
   
What Do You Do When Your Bank Is Aquired?
   
  By Nicholas B. Jalowski, CTP,
CMC Managing Director, Cambridge Financial Services
   
  For a fortune 100 company, the acquisition or merger of a lender may not have significant ramifications. But if you are one of the thousands of small and medium size businesses in America, the acquisition of your bank may present some very substantial changes in your banking relationship. Be ahead of the game and know what to do when your bank is acquired.

Bank mergers and acquisitions are inevitable. First Union and Wachovia, Washington Mutual and Dime, Bank of America and Fleet, North Fork and Trust Company and the list goes on. According to Federal Deposit Insurance Corporation statistics, there were 7,691 commercial banks reporting in the U.S. on June 30, 2004. That is down over 26% from 10,451 banks reporting on December 31, 1994. More markedly, the number of banks reporting with less than $100 million in assets has shrunk from 7,259 in 1994, to 3,819 in 2004. 1

The practical ramification of this downsizing has been larger banking institutions that have less of a market focus on small business lending, and more on larger loan deals. If your lender is the bank being acquired, there is a strong possibility of downsizing in employee staffing due to economies of scale; and that staff could include your loan officer. In addition, what was once the target market of a bank lending department could change overnight. It is not unheard of for the loans of entire lending divisions to be either sold to non bank entities, or worse, for the borrowers to be asked to find a new lender on their own. The disruptions and costs that are associated with non-expected refinancing due to your bank’s acquisition are enormous.

   
  So here is what you should do once you find out your bank is being acquired or merging.
   
 
1. Check your documents.
  Make sure you are not in violation of the loan agreement covenants or in some other technical way that may give the bank an opportunity to call the loan in default and demand to be repaid. If you are in compliance and the agreement does not terminate for a year or more, you at least can rest easy that the new bank management cannot force you to change for awhile if you do not meet its revamped target market. But keep in mind that most lines of credit represent only the “willingness” of the bank to lend at any given point in time, and are usually documented as “demand promissory notes.”
   
2. If it’s broke, fix it.
  If there is a violation, or if the agreement is due to terminate or renew within a one year time frame, or if you are borrowing on a demand note basis, work with your existing, and friendly, banker to waive the default and amend or extend the agreement. Loan officers are sometime lax at enforcing broken covenants until necessary. If the relationship has been good, urging your banker to address the documents sooner rather than later is in your interest and should not be problematic. In the event your banker is no longer around down the road, the new lender must live up to the agreement regardless of any potential change in the bank’s target market.
   
3. Ask to meet with senior management as soon as possible.
  Too many borrowers have one contact at their lender. Mergers and acquisitions are usually consummated to take advantage of economies of scale, and that means downsizing the acquired banks’ work force. Ask to meet with your lending officer’s superiors as well as the new management that may take over your lending department. You can then develop a relationship up and down the management chain and can ask pointed questions on the future of your lending division. The more intelligence the better information you have to make decisions.
   
4. Entertain alternative lenders.
  They may have been calling on you already, and you may have disregarded them due to the cozy relationship you currently have with your bank. But after a merger or acquisition announcement, it is prudent to see what other opportunities are available in the event you have to switch lenders. In addition, if you are proactive in soliciting their interest, a potential new lender will view the deal as a competitive opportunity. If you have to solicit a new lender because you are being asked to leave the existing bank, the deal will be tainted somewhat and make it less desirable.
   
   
  If you follow the above guidelines you can avoid some of the worry, disruption and excessive costs associated with lender management changes. Don’t rely on old line institutional relationships between your business and the bank. That may work with very large corporations, but for most small business “relationships are with people, not the institution.” If your lending officer is gone, will the relationship be the same? The more intelligence you collect, the more efficient and effective you will be in managing your borrowing relationship.

If your business is having financial difficulties, a merger or acquisition could make the situation much worse. In many cases, it may be prudent to enlist an intermediary to work on your behalf in negotiating a restructuring with the lender or in arranging alternative financing. Organizations such as the Turnaround Management Association (www.turnaround.org) and the Institute of Management Consultants (www.imcusa.org) are excellent places to find talent in that regard. Both of these organizations provide certification programs to ensure that you can find qualified consultants in these areas.

   
 
October 11, 2004
Authored by
Nicholas B. Jalowski
Managing Director, CTP, CMC
Cambridge Financial Services
Raritan Plaza III
101 Fieldcrest Ave., Suite 3E
Edison, NJ 08837
(732) 512-9200
www.cambridgefinancialcorp.com
nbj@cambridgefinancialcorp.com
 
 
     
  Footnote:
1 From the FDIC website, http://www2.fdic.gov/SDI/main4.asp
 
     
   
 
   
"What Do You Do When Your Bank Is Aquired?" as published in "Board Converting News," Vol.20, No.45, November 2004.
 
   
   
   
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