A New Dawn for De Novo Banks?

March 11th, 2016

denovo-3-11-16.pngOn March 17, 2015, the Federal Deposit Insurance Corporation (FDIC) conditionally approved a de novo charter for the first time in several years. Primary Bank, based in Bedford, New Hampshire, opened its doors for business on July 28, 2015, after raising $29 million in capital.

And Primary Bank is not alone. There are two additional de novo applications awaiting action by the FDIC. Clearly, there are investors who see opportunities for new banks. Even the FDIC is speaking publicly to signal its openness to de novo activity. The FDIC recently noted that it “welcomes proposals for deposit insurance and staff are available to discuss the application process and possible business plans with potential applicants. In addition, former FDIC Chairman Sheila Bair noted earlier this year that the FDIC recognizes the importance of new institutions being formed, but wants to see very well capitalized banks with good business plans and managers that have diversified lending platforms.

The question is whether these recent de novo entrants will open the gates for other investors across the country.

A De Novo Drought
During the five years immediately prior to the start of the financial crisis in 2008 (2003-2007), there were a total of 629 de novo banks formed in the United States, averaging nearly 126 new banks each year.  That number tapered precipitously as the financial crisis began in 2008 and 2009, during which only 73 and 20 de novos opened for business, respectively. Since 2009, forming a new bank has been nearly out of the question, with only three new charters approved between 2010 and 2014 (compared to 15 new credit unions during that same period). This de novo drought, coupled with ongoing M&A activity and failures, has accelerated the decline in the number of bank charters in recent years.

Looking at the fate of many of the de novos formed just before the last recession, one can understand why regulators remain hesitant to allow new investor groups to enter the market.  Of the 629 charters in the five years prior to 2008, 238 no longer exist, either due to failure (75), M&A activity (157) or liquidations (5). Although a large portion of this decline was due to M&A activity rather than failure, no doubt many of those selling institutions were forced into a sale as the result of a deteriorating financial condition during the crisis. It is well documented that de novos formed during the years immediately prior to the financial crisis constituted a disproportionate number of the resulting bank failures and troubled institutions.

Why Start a De Novo?
Besides the traditional factors that have motivated bankers and investors in the past, there are a couple of unique reasons why now might be one of the best times for a group of visionary investors to form their own bank.

Community banks are in the midst of a once-in-a-generation inflection point with respect to their operations. The branch is being de-emphasized as a result of new technology, and branches of the future look more like interactive work spaces than traditional locations. Some new branches emulate coffee shops, Apple stores, or start-up incubators. Morphing a traditional branch location into one of these new conceptual branches requires a major capital investment and shift in culture and thinking. A de novo would have the luxury of creating its own culture, location, products, and services to take advantage of new technologies and branching trends, which would immediately distinguish it from existing bank franchises and position it for growth.

The next handful of de novos will enjoy tremendous publicity, both locally and, perhaps, nationally. That publicity drives more interest and opportunities from investors, talent, and prospective customers. Primary Bank exemplified this phenomenon. Due in part to all the attention it received, it exceeded its capital raising expectations and received national media attention. With the right people and message, the next few de novos could gain a similar strategic advantage.

What Will It Take?
In September of 2015, the FDIC held a joint training session with state bank regulators across the country to ensure such regulators are on the same page when it comes to de novo applications. It is safe to assume the application process will be more rigorous than in the past, including the need for more start-up capital and a superior management team. However, regulatory agencies appear to be preparing themselves to approve worthy applicants.

Conclusion
It is not a question of whether there will be another de novo bank, but when. Despite the challenges of running a community bank, a unique opportunity to start a new bank awaits the right investor group.

pmurphy

Patrick S. Murphy is a shareholder in the Banking & Financial Institutions and Securities Practice Groups in the firm's Milwaukee and Madison offices.

pwilder

Peter is a member of the Banking & Financial Institutions practice group.  He assists banks, mortgage banks, and other finance companies with mergers and acquisitions, branch sales, vendor contract negotiations, capital raises, mortgage regulation, consumer finance laws, and other regulatory and compliance matters.