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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 |
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| www.cambridgefinancialcorp.com |
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What Do
You Do When Your Bank Is Aquired? |
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By Nicholas B. Jalowski, CTP,
CMC Managing Director,
Cambridge Financial Services |
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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.
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So here
is what you should do once you find out your
bank is being acquired or merging. |
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| 1. |
Check
your documents. |
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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.”
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| 2. |
If
it’s broke, fix it. |
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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. |
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| 3. |
Ask
to meet with senior management as soon
as possible. |
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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. |
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| 4. |
Entertain
alternative lenders. |
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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. |
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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. |
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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 |
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Footnote:
1 From
the FDIC website, http://www2.fdic.gov/SDI/main4.asp
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| "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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