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Recorded May 26, 2011
90 minutes
Presented in collaboration with Crowe Horwath LLP
Agenda
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Who should attend |
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Overview
From 2009 through 2010, there were nearly 300 whole bank/thrift acquisitions and 262 FDIC
assisted transactions. Acquirers have found the subtle nuances of business
combination accounting to be more complicated than in typical years because of the treatment of
purchased credit-impaired loans and the FDIC's loss sharing and clawback
agreements. Additionally, system limitations have made the continuing accounting
adjustments particularly challenging.
Don't let "Day 2" issues take you by surprise. Our panel of accounting and finance experts will tell you what to look out for.
Agenda
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An overview of the current landscape for acquisitions – both FDIC and whole bank |
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Observations and practical guidance on key accounting issues:
– Purchased credit-impaired loans (formerly known as SOP 03-3 loans)
– Indemnification asset (FDIC's loss sharing agreement)
– Contingent consideration (FDIC's clawback agreement) |
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Why Day 2 issues are
important – in terms of the interplay between credit losses, indemnification
asset, and the clawback agreement |
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Examples of where the various entries would flow when a credit loss is incurred, or the estimate
of future cash flows changes |
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An investment banker's perspective: Day 2 surprises –
market expectations vs. reality |
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A review of recent M&A activity statistics and metrics |
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The metrics investors focus on:
– Tangible book value dilution
– Earn-back period
– Price/adjusted
tangible book value |
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Recent examples from both open market deals and assisted transactions |
Learning Objectives
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Understand the characteristics of recent FDIC assisted and open-market transactions |
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Learn the mechanics of accounting for the purchase of credit-impaired loans |
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Analyze the impact of potential changes in loss estimates on the income statement and balance sheet |
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Gain perspective on investor considerations – both pre- and post-deal |
Panelists
Rick Childs, CFA, CPA – Director, Financial Institutions, Crowe Horwath LLP
Rick Childs is a director in the Financial Institutions practice with Crowe Horwath LLP. His primary responsibilities include overseeing the delivery of transaction and valuation services to Crowe's financial institutions clientele.
Rick is a frequent presenter for both national and state professional organizations including the AICPA and Financial Managers Society. He has published articles on mergers and acquisitions in the ABA's Commercial Insights, Community Banker, Bank Director and Bank Accounting & Finance. In his role overseeing the delivery of transaction services, he has provided consulting advice including financial institution merger and acquisition analysis, corporate finance issues, regulatory issues, risk-based capital guidelines, strategic planning and business performance measurement, including evaluation of pricing, structuring, regulatory issues, and due diligence issues.
He also advises financial institutions in acquiring either whole or partial failed banks from the FDIC and has assisted numerous investor groups in the formation of de novo banks and de novo trust companies.
Sydney Garmong, CPA – Partner, Financial Institutions, Crowe Horwath LLP
In her role as Partner in the Financial Institutions practice with Crowe Horwath, Sidney's primary responsibility is to address accounting and regulatory
issues affecting financial institutions. Sydney provides technical updates on behalf of Crowe and other publications, including Bank Accounting & Finance.
She is a member of the American Institute of Certified Public Accountants (AICPA) Depository Institutions Expert Panel which maintains an ongoing liaison
with various regulatory and standard setting agencies that impact financial institutions and include the federal bank regulators, the SEC and the FASB.
In addition to addressing technical issues, Sydney is a frequent speaker at industry and regulatory conferences, including the AICPA's National Conference
on Banks and Savings Institutions. Sydney also serves on the Financial Managers Society (FMS) Board of Directors and is the chair of FMS's Accounting Council
which helps shape the direction of FMS in the area of accounting issues.
Prior to joining Crowe Horwath, she was a senior manager at the AICPA in Washington, DC. During her three years with the AICPA, she addressed financial
institution and financial instrument accounting, auditing and regulatory matters.
Mac Hodgson, CFA – Director of Research, SunTrust Robinson Humphrey
Mac Hodgson is a Director in SunTrust Robinson Humphrey's Equity Research Department. Mac covers financial institutions in select Northeast, Midwest and Southeast markets.
Prior to joining the research department in 2007, he spent over three years in the Financial Services & Technology Group of the firm's Corporate and Investment
Bank. In that capacity, Mac covered financial institutions in select Southeastern and Mid-Atlantic states.
Mac is a CFA Charterholder and a member of the CFA Institute and Atlanta Society of Financial Analysts. He received his Bachelor of Science in Business from Wake
Forest University.
Shawn Ryan, CFA (moderator)
Director, SNL Center for Financial Education
Who will benefit
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Executive, accountants, financial analysts and corporate development
professionals in financial institutions (particularly acquirers)
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Investment analysts, portfolio managers and other investors
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Advisors to the banking sector, including investment bankers, attorneys and
others evaluating recent and potential acquisitions
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