Sunday, February 26, 2023

Bank Shareholder Liquidity Matters

Annually 1,500 bankers and those that advise them gather in the Arizona desert for Bank Director's Acquire or Be Acquired (AOBA) conference. In spite of the conference name, it's not all about bank M&A, or the Hobson's Choice of hunting or being hunted.

And I usually try to bring to readers at least one of the takeaways I gleaned from the conference. In a prior post, I highlighted a sidebar conversation I had with a fellow industry pro on ChatGBT. Here, I want to focus on a session I attended that I think would be valuable to all readers that are private, or trade thinly on exchanges like Pink Sheets.

This post is a complement to one that I did a year ago titled, Bank Shareholder Succession Matters. Are our retail shareholders aging? Will they soon want to exit, or pass down their shares to heirs that may or may not be interested in holding a thinly traded bank stock with opaque value? For larger, publicly traded financial institutions, this might not be a strategic challenge because they trade significant amounts of shares per day and over half of their shareholders are institutional, many of whom automatically buy into shares that trade on indices. 

But for most of you, shareholder liquidity takes intentional effort. And at AOBA, Laura Hamilton of OTC Markets Group, Inc., and Ciaran McMullan, former CEO of Suncrest Bank CA extolled the benefits of OTC listing, particularly OTCQX market listing in a session titled How to Maximize Your Stock as Currency.

Having Ciaran onstage with Laura as a case study added credibility to the presentation. Suncrest started in 2008 with a $19 million capital raise, and did three small follow-ons of $5, $8, and $7 million to support growth. Ten years after opening Suncrest did another $25 million raise led by p/e firm Castle Creek Capital LLC. During its existence Suncrest acquired three banks, one a smaller deal for $8 million, then another for $20 million and another much larger, at $69 million. All deals included Suncrest stock in the consideration. And to do stock deals, your stock has to be considered valuable by the target.

Suncrest sold in 2022 to CVB Financial Corp. for $234 million for 162% of tangible book when regional targets were selling for 146% of tangible book. It was a success story, and Ciaran attributed part of the success to having a liquid and visible stock via the OTCQX.

According to their presentation, the OTCQX Best Market offers transparent and efficient trading of established, investor-focused U.S. and global companies. To qualify for listing, companies must meet high financial standards, follow best practice corporate governance, demonstrate compliance with U.S. securities laws, be current in their disclosure, and be sponsored by a third-party advisor. 

Banks can leverage OTC Markets' Bank Reporting Standards to complete their Reg D or registered offering to trade on OTCQX, whereas NASDAQ and NYSE require full SEC registration pursuant to the '34 Act, which can be costly and burdensome. OTC Markets offers a diverse network of 90+ broker-dealers, including some of the largest community bank trading brokers such as Raymond James, DA Davidson, Janney Montgomery Scott, Piper Sandler, and KBW Stifel. It graduates a bank that trades thinly out of the CEO's desk or on the Pinks when a shareholder has a block of shares to trade from "I got a guy/gal", to "we have a market and trading volume." 

The cost, according to their presentation, was a $5,000 application fee, and $24,600 annually. Not a significant financial cost, and much of the disclosure and governance requirements are already in place at most banks. According to the presentation, the bid-ask spread was 2%, compared to 1.95% for NASDAQ, and OTCQX average shares per trade was slightly larger than NASDAQ. 

More important were some tips Ciaran had to achieve greater liquidity and visibility for your shares:

-  Increase your share count. Suncrest did it through follow-on offerings and using stock in deals. In addition, a bank could do stock splits or stock dividends.

-  Hold unique earnings webcasts, open to all stakeholders, and pick a hot-topic each quarter to add value to attendees and be different from the blah, blah, blah earnings webcasts from larger financial institutions.

-  Implement incentives for all staff to be shareholders. ESOP, DRIP, stock and option awards, etc.

-  All staff should be part of your investor relations programs. They'll be asked in the community about the bank and its prospects. Why not educate them about bank valuations and where the bank stands in terms of performance and valuation to peers?

-  Build credibility through transparency. There can be power through your shareholder disclosures. 

-  Work to get every customer interested in owning your shares.

There is psychological value for existing and would-be shareholders that know if they need to liquidate your shares that they can. It might be the difference between them buying or wanting to buy or being "not interested." Hiding in the Pinks or being private might exclude large populations of potential investors, leaving you few options when your older shareholder base wants to liquidate. 

Implement your plan before you need it. Because when you need it, will be too late.

~ Jeff

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