Agenda

Acquire or Be Acquired 2018 agenda

Acquire or Be Acquired

January 28-30, 2018
Arizona Biltmore Resort
Phoenix, AZ

WELCOMING RECEPTION | SATURDAY | JANUARY 27

5:30 PM - 6:45 PM
Welcoming Cocktail Reception
Sponsored by: Piper Jaffray & Co.
Catch up with old friends and make new connections as we welcome all registered participants to this kick-off reception on the main lawn at the iconic Arizona Biltmore Resort.

DAY ONE | SUNDAY | JANUARY 28

6:45 AM - 8:00 AM
Registration & Breakfast
Sponsored by: ProBank Austin and Stinson Leonard Street LLP

8:00 AM - 8:15 AM
Finding New Opportunities
Al Dominick, CEO, Bank Director
The banking world is evolving dramatically due to changes in the economy, interest rates and regulation. As leadership teams search for sustainable ways to generate target rates of return, we open this year’s Acquire or Be Acquired Conference with a look at retail trends, consumer spending habits and changing business expectations that impact attendee's growth options. This morning’s welcome tees up today’s sessions while laying out areas of opportunities that participants will hear throughout the event.

8:15 AM - 8:55 AM
Assessing the State of Banking in 2018
Thomas B. Michaud, President & CEO, Keefe, Bruyette & Woods, Inc., A Stifel Company
As consolidation moves up market cap and regional champions evolve, this opening session provides a macro-level view on 2018’s operating environment, key performance indicators and emerging issues and trends.

8:55 AM - 9:35 AM
Looking Ahead to the Next Three Years
Gary Bronstein, Partner, Kilpatrick Townsend & Stockton LLP
Robert P. Hutchinson
, Head of Financial Institutions, Investment Banking, Piper Jaffray & Co.
Salvatore Inserra
, Partner, Crowe Horwath LLP
Susan O’Donnell
, Partner, Meridian Compensation Partners, LLC
Moderated by: Al Dominick, CEO, Bank Director
To build on what’s happening in banking today, we juxtapose the perspectives of a leading attorney, an investment banker, a compensation consultant and an accountant around ideas that enhance a bank’s performance and boost an institution’s franchise value over the next three years.

9:35 AM - 9:55 AM
Refreshment Break

9:55 AM - 11:25 AM
Workshops (select one)

Workshop I: Pros & Cons of Banks Partnering with Fintechs
Aaron M. Silva, President & CEO, Golden Contract Coalition
Bank leaders must now adopt fintech solutions since legacy Core IT suppliers are not yet delivering innovative products banks need to compete. Whether it’s payments, mobile, artificial intelligence or lending, this workshop discusses how to adopt these fintech alternatives from a C-level perspective and understand the major contractual impediments and barriers to avoid.

Workshop II: Key Strategies for Community Bank M&A Success
Adam Maier, Partner, Stinson Leonard Street LLP
Craig J. Mancinotti, Managing Director, ProBank Austin
Richard F. Maroney, Jr., Managing Director, ProBank Austin
C. Robert Monroe, Partner, Stinson Leonard Street LLP
This session, led by two investment bankers and two attorneys with extensive community bank deal experience, explores key strategies of buyers and sellers to achieve M&A success. Specific case studies will be presented to support the strategy discussion.

Workshop III: Making Lending Quicker & More Efficient
Paul Clarkson, SVP Community & Regional Financial Institutions, nCino, Inc.
Charlie Guildner, EVP & Chief Lending Officer, Peoples Bank
Scott Morgan, Managing Director, PrecisionLender
Taken separately, a CRM, a pricing tool, and a bank operating system are all valuable investments for a commercial bank. However, the real value comes when a bank takes all three and combines them, transforming their commercial loan process with a true end-to-end solution.  In this workshop, Peoples Bank will share how they have implemented technology systems and created a value chain in which each link makes the others more powerful - resulting in increased efficiencies, lasting customer relationships, and a better brand for the bank.

Workshop IV: The Urgency To Own Your Commercial & Consumer Payments
Kenneth Hayes, SVP, Strategic Solutions, Strategic Resource Management, Inc.
Clifford S. Stanford
, Partner, Alston & Bird LLP
It has been said that payments represent the beachhead for one’s entire banking relationship. At a time when companies like Square and PayPal have emerged as household names, more and more community banks find themselves devising strategies for digital banking that incorporate potential payments solutions. This workshop lays out what you need to know to turn your growth aspirations into real business initiatives.

Workshop V: Effectively Communicating an M&A Transaction
Mark R. McCollom, Senior Managing Director and Co-Chair, Financial Institutions Group,
Griffin Financial Group LLC
Regina Pisa, Chairman Emeritus, Goodwin Procter LLP
Richard L. Quad, Senior Managing Director and Co-Chair, Financial Institutions Group, Griffin Financial Group LLC
You’ve worked hard to price, structure and negotiate a transformative transaction – or even a smaller, strategic addition to your franchise – and now the time has come to share the news. This session looks at strategies for communicating an M&A transaction to all constituencies, including analysts, investors, shareholders, employees, regulators, customers and local communities. We also look at examples of what is well-received and what to do when something goes wrong and the reception is not what you expected. We also explore examples of what is well-received and what to do when something goes wrong.

Workshop VI: How Things Change - Considerations for Different Asset Thresholds
Jason Rader
, National Industry Partner, BKD, LLP
Peter G. Weinstock
, Partner, Hunton & Williams LLP
Beth A. Whitaker, Counsel, Hunton & Williams LLP
Regulation, accounting rules, risk management, internal controls, and policies and procedures have developed so that banks must adjust as they reach the following thresholds: $250-$300M, $500M, $1Bn, $2-$3Bn, $6-$8Bn and $10Bn in total assets. This session also covers changes needed for bank staffing and other systems that need to adjust at these approximate asset benchmarks.

11:25 AM - 12:45 PM
Networking Peer & Guest Lunch
Sponsored by: Covington & Burling LLP and Griffin Financial Group LLC

12:45 PM - 1:25 PM
The Drivers of a Bank’s Value
Curtis Carpenter, Principal & Head of Investment Banking, Sheshunoff & Co. Investment Banking
When it comes to conversations about potential bank sales or acquisitions, a bank’s valuation is always one of the first items to come up.  While a number of drivers might come into play, buyers ultimately want to achieve an acceptable return on their investment. As such, this session provides a look at how the market has changed, major value drivers, transaction trends and where banks in attendance fit into the mix.

1:25 PM - 2:05 PM
The Right Time to Take Action
Thomas K. Brown, CEO, Second Curve Capital
Timothy E. Johnson, Partner, Transaction Services, KPMG LLP
W. Kirk Wycoff, Managing Partner, Patriot Financial Partners, L.P.
Moderated by: Scott Custer, President, Live Oak Bank
For many, earnings pressures, regulatory and compliance costs, along with the continued impact of technology present recurring challenges to consistently compete with other institutions while pursuing profitability. Given this reality, many expect the most highly-valued acquirors to remain the most active, albeit with even greater discretion in terms of who they look to partner with. As always, investors reward well-designed deals — and this session reveals the perspectives of experienced bank investors.

2:05 PM - 2:25 PM
Refreshment Break

2:25 PM - 3:10 PM
Breakout Sessions: Strategy (select one)

Breakout I: The Emerging Role of Data & Analytics in Banking M&A
Matt Hutton, Partner, M&A Transaction Services, Deloitte & Touche LLP
Jason Langan, Partner, M&A Transaction Services, Deloitte & Touche LLP
Since the banking crisis, the role of due diligence has evolved significantly as expectations from stakeholders, including regulators, has risen significantly. Given these changes, acquirers today often have to quickly generate meaningful insights from vast amounts of data during M&A due diligence. How can data analytics transform that process?

Breakout II: What You & Your Board Need to Know for 2018
Robert M. Fleetwood
, Partner, Barack Ferrazzano Kirschbaum & Nagelberg LLP
Allen G. Laufenberg, Managing Director, Keefe, Bruyette & Woods, Inc., A Stifel Company
This breakout continues the “Need to Know” series that has consistently been a popular highlight at this conference for the last several years. Gain practical insight on what CEOs and directors need to know to succeed in 2018 and beyond.

Breakout III: Merger Pre-planning for Buyers & Sellers
John J. Gorman, Partner, Luse Gorman, PC
Lawrence Spaccasi, Partner, Luse Gorman, PC
This session focuses on the steps that should be taken by a seller prior to commencing a transaction process and by a buyer prior to the signing of a merger agreement. We will review executive compensation and restructuring matters, vendor contracts and due diligence considerations, regulatory planning and the fiduciary obligations of directors.

Breakout IV: Flawless M&A Execution
Christopher Olsen, Managing Partner, Olsen Palmer LLC
Michael T. Rave, Partner, Day Pitney LLP
Facing stubbornly challenging operating and regulatory conditions, community banks are increasingly evaluating M&A-related strategic options for achieving greater scale and creating shareholder value. This session reveals best practices for negotiating and executing a bank M&A transaction, including targeted legal and investment banking recommendations for maximizing the value - and minimizing the risk - of a bank sale, merger or acquisition.

Breakout V: Emerging Catalysts for Bank M&A
Neil Falken, Principal, CliftonLarsonAllen
Brian Johnson
, Managing Director, Commerce Street Capital, LLC
This session examines several factors precipitating a bank M&A transaction, such as competitive pressure from fintech banking, uncertainty about regulatory burdens and the growth of a bank's millennial customer base.

Breakout VI: The Merits of a Negotiated M&A Deal
Steven P. Kent, Managing Director & Vice Chairman, Piper Jaffray & Co.
Timothy M. Kosiek, Partner, Baker Tilly Virchow Krause, LLP
To complete a successful negotiated transaction, buyers and sellers must bridge the gap between a number of financial, legal, accounting and social challenges. This session focuses on key facts that you need to know about your bank and the target bank, including but not limited to details regarding accounting, tax, compliance and other regulatory matters to support the most effective negotiations.

2:25 PM - 3:10 PM
Show & Tell FinXTech Sessions
What does a right-sized partnership entail? What are the unexpected pitfalls and risks of working with a third party? How much should a bank invest, in terms of both time and money, to recognize the potential of financial technology? These sessions, developed for executives charged with growing the bank through digital methods, provide the “how to” answers to questions such as these.

Show & Tell FinXTech Session I: New Innovations in Lending

Show & Tell FinXTech Session II: Machine Learning

Show & Tell FinXTech Session III: Maximize Customer Interactions

3:25 PM - 4:05 PM
Prioritizing Risk & Reward
John Allison, Chairman, Home BancShares
Steven D. Hovde
, Chairman & CEO, Hovde Group, LLC
James J. McAlpin, Jr., Partner, Bryan Cave LLP
Moderated by: Jack Milligan, Editor-in-Chief, Bank Director
Despite improving economic conditions, the business of banking remains difficult. Given that new competitors and innovations are continually changing the business of financial services, bank executives and board members need to prioritize the issues and initiatives that are going to make a difference to their bank. This afternoon’s session lays out various ideas that officers and directors might consider to position their bank for new financial growth.

4:05 PM - 4:45 PM
Bank Director’s Annual L. William Seidman CEO Panel
Moderated by: Al Dominick, CEO, Bank Director
Former FDIC chairman and Bank Director's publisher, the late L. William Seidman, advocated for a strong and healthy U.S. banking market. As we conclude the first full day of AOBA, we bring together several chief executives to get their takes how they sense customer expectations will change, and from whom will customers get their financial services. We explore various board-level concepts while debating if scale and earnings growth remain the main drivers of M&A activity. Finally, we take stock of the continued economic and business impact of financial technology companies — and how banks need to think beyond the notion that they can either build a technology solution or buy it.

4:45 PM - 5:00 PM
Day One Closing Remarks
Al Dominick
, CEO, Bank Director

5:00 PM - 6:15 PM
Networking Peer & Guest Cocktail Reception

DAY TWO | MONDAY | JANUARY 29

7:00 AM - 8:30 AM
Breakfast
Sponsored by: Raymond James Financial, Inc.

7:30 AM - 8:15 AM
Discussion Groups
This morning's discussion groups afford participants the chance to interact with peers and an industry advisor around a shared topic of interest. Discussion groups run concurrently, so attendees may select one they would like to attend.

Discussion Group I: Opportunities to Access New Capital - The Case For & Against
Chet A. Fenimore
, Managing Partner, Fenimore, Kay, Harrison & Ford, LLP
Raising capital in the public and private markets is a complicated and expensive process, and
there are pros and cons to both. This discussion group explores the various alternatives to raising debt and equity capital privately or in a public offering. Topics for discussion include IPOs, private placements, private equity and other creative solutions for raising capital in today’s environment.

Discussion Group II: How Banks Should Make the Decision to Sell or Buy
Peter G. Weinstock, Partner, Hunton & Williams LLP
Decisions made even before bankers engage with the other side foretell the likelihood for success. This session discusses how to play the negotiating game in the most effective manner for both sellers and buyers, while examining the role of directors in the process.

Discussion Group III: Building a Profitable Loan Portfolio
Brian Carlson, President, SBA Complete, Inc.
This session focuses on how to create a profitable SBA department at a community bank today.

Discussion Group IV: Evaluating Strategic Opportunities
Neil Grayson, Partner, Nelson Mullins Riley & Scarborough LLP
Brennan Ryan, Partner, Nelson Mullins Riley & Scarborough LLP
Jonathan Talcott, Partner, Nelson Mullins Riley & Scarborough LLP
This presentation touches on every aspect of the process from board counseling to due diligence to negotiating the merger agreement to closing the transactions. The goals of this session are to alert board members and management to the many legal issues that surround the acquisition and sale process and prepare them to ask the right questions if and when they decide to follow such a course.

Additional Breakouts To Be Announced

8:30 AM - 8:45 AM
Why the Urgency to Change?
Al Dominick, CEO, Bank Director
Use of Audience Response System Sponsored by: Cornerstone Advisors, Inc.
Bank Director’s Acquire or Be Acquired Conference has always been a meeting ground for the banking industry's key leaders to engage with each other and learn what they need to grow and compete. To begin the second day of the conference, we help banks think about the challenges ahead and how they might attempt to solve them. 

8:45 AM - 9:25 AM
The Evolution of Regional Champions
Scott R. Anderson, Managing Director, Co-Head of Depositories Investment Banking, Keefe, Bruyette & Woods, Inc., A Stifel Company
Joseph S. Berry, Jr., Managing Director, Co-Head of Depositories Investment Banking, Keefe, Bruyette & Woods, Inc., A Stifel Company
Most of the deal activity should once again be among the smaller banks with less than $1 billion in assets; however, investors feel that larger banks would see enormous benefits from the improving outlook for banks. Who are these people now and who could they be? What are the business models that are really working and why?

9:25 AM - 9:45 AM
Refreshment Break
Sponsored by: Barack Ferrazzano Kirschbaum & Nagelberg LLP

9:30 AM - 11:00 AM
M&A Simulation
Dan Flaherty
, Principal, Investment Banking, FIG Partners, LLC
Jonathan S. Hightower
, Partner, Bryan Cave LLP
Robert D. Klingler, Partner, Bryan Cave LLP
Matt Veneri, Managing Principal, Co-Head of Investment Banking, FIG Partners, LLC
The process of striking a deal for a prized target has never been more competitive than it is today. For buyers, careful discipline is required to ensure that bids are designed to accomplish acquisition growth without damaging the value of the company. For sellers, a competitive bid process must be skillfully navigated in order to earn the best deal for shareholders. In this session, participants work through the final rounds of a competitive auction involving a prized seller to see which bank emerges as the successful acquirer. Of course, as in real deals, some wrinkles will emerge. The M&A Simulation is exclusive to 45 bank attendees only, allows for one banker per institution and runs concurrently to the below breakout sessions.

9:45 AM - 10:30 AM
Breakout Sessions: Growth Opportunities (select one)

Breakout I: How Fintech Can Help Create Value & Enhance Profitability
Andrew K. Gibbs, Senior Vice President, Mercer Capital
Jay D. Wilson, Jr., Vice President, Mercer Capital
The banking industry is constantly evolving, and succeeding today requires a much different
strategic approach to growth than in previous years. Fintech offers many potential benefits for banks, both large and small, and can be leveraged to enhance profitability and create value for shareholders. The challenge for bankers is sorting through the vast array of fintech opportunities and partnerships to determine which ones can have the most impact on profitability and valuation. This session explores how to develop a framework for leveraging fintech and determining which partnership or acquisition structures will be most advantageous.

Breakout II: To Grow Organically Is Natural; To Grow Through Acquisition Is Divine
Jay Junior, Managing Director, D.A. Davidson & Co.
Steve Nelson, Managing Director, D.A. Davidson & Co.
For a bank, M&A can be an additive to an organic growth strategy, but can also require significant resources and patience. A buyer is evaluating the quality of the business, but also must consider how the acquisition will impact the overall franchise and shareholder value. When properly implemented, an acquisitive strategy can be a key component to a company’s strategic alternatives.

Breakout III: Evolution or Extinction: Critical Items for 21st Century Banking
Brian L. Johnson, CEO, Choice Financial Group
Scott Martorana
, Executive Managing Director, FinPro Capital Advisors, Inc.
Donald Musso, President, FinPro Capital Advisors, Inc.
Banks must evolve to succeed. Those that are unwilling or unable to change will be acquired by
those that do. To shed the traditional broken model, banks must embrace a different culture by attracting and retaining personnel that can execute in this new environment. Whether organically or through acquisition, leadership, culture and a customer centric model will drive value. Be prepared to execute effectively in 2018 and beyond!

Breakout IV: Is It Time to Consider Interest Rate Hedging Again?
Gerrit van de Wetering, Director, BMO Capital Markets Corp.
As the Fed continues to slowly raise interest rates, should banks now seriously consider interest
rate hedging? Learn more about available hedging tools and how they can be used to manage interest costs in today’s market.

Breakout V: Characteristics of Top Performing Community Banks
Bill Walton, Partner, Financial Services, Dixon Hughes Goodman LLP
Dixon Hughes Goodman embarked on a research study of top performing community banks, which were chosen based on their sustained, superior performance Spanning asset sizes, business strategies and geographies, these successful community bank CEOs shared strategies, trends and predictions for the near-future with the broader community banking industry. Join us to hear key insights from this exceptional peer group, as well as observations that your bank can act on now.

Additional Breakouts To Be Announced

10:45 AM - 11:25 AM
Getting the Right Deal Done
Frank M. Conner, III, Partner, Covington & Burling LLP
John C. Dugan, Partner, Covington & Burling LLP
William F. Hickey, Principal, Co-Head, Investment Banking, Sandler O'Neill + Partners, L.P.
In this session, we discuss the financial, legal and regulatory considerations pertinent to a CEO when considering the merits of an acquisition or a merger.  Given the newfound optimism surrounding M&A, this session explores the various factors that banks need to weigh in order to get the right deal done.

11:25 AM - 12:05 PM
Characteristics of a Strong Bank
James Miller
, Senior Director, Banking, J.D. Power
Jim Sinegal, Senior Equity Analyst, Financial Services Sector, Morningstar, Inc.
Moderated by: Jack Milligan, Editor-in-Chief, Bank Director
When it comes to measuring a bank’s performance, you can look across a spectrum of attributes that collectively defines what it means to be a high performer. For instance, return on average assets (ROAA) and return on average equity (ROAE) are used to measure profitability. The ratio of tangible common equity (TCE) to total assets is used to measure capitalization, while the ratio of nonperforming assets (NPA) to total loans and other real estate owned, and the ratio of net charge offs (NCO) to average loans, are used to gauge the strength of a bank’s asset quality. Taking these quantitative measures and juxtaposing them with the expertise and insight of this panel lays out the characteristics of a strong bank today.

12:05 PM - 1:15 PM
Networking Lunch

1:15 PM - 1:30 PM
Drivers of M&A in 2018
Rick Childs, Partner, Crowe Horwath LLP
Mika Moser, Chief Operating Officer, Bank Director
One of the most important and valuable attributes that a bank looks for in a potential acquiree is the strength of its deposit franchise. Indeed, this accounts for the bulk of the value a bank creates. As we return from lunch, this fast-paced, interactive session takes the pulse of attendees to explore other factors that could drive merger activity in 2018.

1:30 PM - 2:10 PM
Keynote: The Future of Banking

2:10 PM - 2:50 PM
The Tone at the Top: A Point/Counterpoint Debate
Laura Hay, Managing Director, Pearl Meyer
Jeffrey D. Jones, Managing Director, Co- Head of U.S. Depository Practice & Head of Depository Investment Banking, Stephens Inc.
John Roddy, Managing Director, Raymond James Financial, Inc.
Jonathan Talcott, Partner, Nelson Mullins Riley & Scarborough LLP
Moderated by: Al Dominick, CEO, Bank Director
During his keynote at last year’s conference, Richard Davis, the former chairman and CEO of U.S. Bancorp, likened leaders of banks to the proverbial canary in a coal mine. That is, officers and directors of financial institutions are well positioned to anticipate changes to economic conditions or regulatory expectations. To play off this idea, we put a series of statements in front of the audience to consider. Using an automated response system, we see where people stand vis-a-vis their peers, and ask a panel of industry experts to subsequently share their thoughts on these emerging issues.

2:50 PM - 3:10 PM
Refreshment Break
Sponsored by: Day Pitney LLP

3:10 PM - 3:55 PM
Breakout Sessions (select one)

Breakout I: The Amazon Prime Effect
Dave DeFazio, Partner, StrategyCorps
Subscription services are quickly becoming the dominate strategy of today’s best retailers and have caused a monumental shift in the way people buy. More than 50% of all American households now subscribe to Amazon Prime and more than 200 million people subscribe to this and other retail services such as Netflix, Spotify, Dollar Shave Club, Costco and AAA. Bank executives and marketers have a duty to understand these trends and drive their banks beyond just transactions to connect better with the lifestyles of today’s modern consumers.

Breakout II: Aligning Executive Incentives with Shareholder Expectations
Flynt Gallagher, President, Compensation Advisors, A Member of Meyer-Chatfield Group
As the investor base broadens within community banks, expectations of shareholders are
evolving. Ultimately, valuations are driven by leadership talent. This initiates new considerations in executive development and incentives. Hence, there are a number considerations that should be addressed around human capital. This session shines a spotlight on what banks can do internally to change culture, compensate employees and ultimately enhance shareholder value.

Breakout III: Financing Your M&A Transaction
Justin Long, Partner, Norton Rose Fulbright US LLP
This session covers capital raises done in conjunction with M&A transactions and related regulatory issues

Breakout IV: Emerging Accounting Issues
John Behringer, Partner, RSM US LLP
Frank O’Connor, Senior Director, RSM US LLP
Accounting updates occur regularly, and these changes affect transactions. In this session, learn how emerging accounting issues impact proposed mergers, sales and acquisitions.

Breakout V: The Increasing Strategic Value of M&A for CEOs in a Rising Interest Rate Environment
Ronald L. Justice, President & CEO, The State Bank
Kamal Mustafa
, Chairman, Invictus Group
Contrary to popular wisdom, community banks will not find earnings relief when interest rates rise - but rather the reverse. Different factors influence the rate of recovery after an interest rate trough, including its duration and depth. Deposit volume and rates, existing loan portfolio half-lives and the expected economic environment and its impact on loan demand must also be weighed. This session outlines why analysts that rely on historical data are missing the complete picture and that bank executives who find solutions through strategic acquisitions will gain a huge competitive advantage.

Breakout VI: Using Benchmarking & Contract Negotiations to Create New Merger Value
Ryan Rackley, Senior Director, Cornerstone Advisors, Inc.
Steve Williams, Partner, Cornerstone Advisors, Inc.
Smart resource decisions in staffing, delivery, vendors and contracts dramatically improve merger value and future acquisition currency.  This session covers how to get it done right with several from-the-merger-trenches examples from Cornerstone Advisors’ national bank consulting practice.

3:10 PM - 3:55 PM
Show & Tell FinXTech Sessions
The second round of interactive Show & Tell FinXTech sessions focus on implementation strategies to successfully partner with technology companies to grow and scale your business.

Show & Tell FinXTech Session I: Data Analytics & Personalization
Kent Blacksher
, Vice President of Business Development, Segmint
This session focuses on transaction analytics, categorization and merchant identification and how to use these customer insights for automated and personalized marketing at scale. In the most simple terms, Segmint’s technology is a data analytics and marketing automation platform.

Show & Tell FinXTech Session II: Payments

Show & Tell FinXTech Session III: Growing Your Loan Portfolio

4:10 PM - 4:50 PM
Managing the Regulatory Relationship in M&A
Robert C. Azarow, Partner, Arnold & Porter Kaye Scholer LLP
Mark C. Kanaly, Partner, Alston & Bird LLP
Moderated by:
Jack Milligan, Editor-in-Chief, Bank Director
Regulators are expecting more and more from bank management teams and boards. Moreover, they still play a huge role in M&A, even if they're generally less restrictive than they were five to seven years ago. As CEOs and their boards proactively prepare for an acquisition or an exit, managing their relationships with their regulator is essential.

4:50 PM - 5:00 PM
Day Two Closing Remarks
Jack Milligan
, Editor-in-Chief, Bank Director

5:00 PM - 6:15 PM
Networking Peer & Guest Cocktail Reception
Sponsored by: Keefe, Bruyette & Woods, Inc., A Stifel Company

DAY THREE | TUESDAY | JANUARY 30

7:00 AM - 8:30 AM
Breakfast
Sponsored by: Sheshunoff & Co. Investment Banking

7:30 AM - 8:15 AM
Discussion Groups (select one)

Discussion Group I: Employment & Compensation Matters in Today’s M&A Environment
Robert N. Flowers
, Partner, Hunton & Williams LLP
Brian R. Marek
, Partner, Hunton & Williams LLP
This session focuses on employee retention and the “compensation stack” in the face of a
transaction, whether an acquisition or sale, noncompetition and nonsolicitation covenants and how these can impact a buyer or seller, and change-in-control compensation planning strategies and considerations for buyers and sellers.

Discussion Group II: Proactively Evaluating Your Strategic Alternatives
Craig J. Mancinotti
, Managing Director, ProBank Austin
Richard F. Maroney, Jr.
, Managing Director, ProBank Austin
Many boards are thrust into action to evaluate their strategic options (i.e., consider a sale) in
response to an external action (i.e., the unsolicited inquiry). Evaluating a community bank’s range of alternatives requires detailed consideration of the risks and potential returns of various business strategies. This discussion group outlines a proactive framework for objectively considering the question of whether to buy, sell, merge or remain independent.

Discussion Group III: The Case to Buy Branches
Steven J. Egli
, Managing Director, Raymond James Financial, Inc.
This discussion group focuses on the pros and cons of buying and/or selling branches. Topics covered include deposit premiums paid, alternative transaction structures, competitive factors, customer retention, balance sheet management strategy and funding mix considerations.

Additional Discussion Groups To Be Annouced

8:30 AM - 8:40 AM
2018’s Agenda
Jack Milligan, Editor-in-Chief, Bank Director
Mika Moser, Chief Operating Officer, Bank Director
To inform and inspire attendees on our final day of Acquire or Be Acquired, we look at what’s on the agenda for 2018.

8:40 AM - 9:10 AM
Why Activism Continues to Play a Role in Bank M&A (and What You Can Do)
Luigi L. De Ghenghi
, Partner, Davis Polk & Wardwell LLP
William L. Taylor, Partner, Davis Polk & Wardwell LLP
When it comes to shareholder activism, almost any bank can qualify as a target. Yes, even private banks are subject to shareholder activism. While bank CEOs and boards generally despise them, activist shareholders argue that the pressure they apply to boards and management teams can lead to an increase in shareholder value and propel sluggish management teams to make improvements. Still, it pays to get your bank ready if you think you might be vulnerable to an activist investor’s attack, and this morning’s session lays out steps to best be prepared.

9:10 AM - 9:40 AM
How Disruption Impacts Business Strategy
Scott Carmelitano
, Partner, PricewaterhouseCoopers LLP
From self-service tools for customers and analytics-as-a-service to predictive modeling, this session looks at the underlying technologies enabling financial innovation in 2018.

9:40 AM - 10:00 AM
Refreshment Break

10:00 AM - 10:45 AM
Breakout Sessions (select one)

Breakout I: Make It Happen! Build Value by Innovating, Buying & Selling
Ralph F. (Chip) MacDonald, III, Partner, Jones Day
Heith D. Rodman, Partner, Jones Day
This session discusses fintech and financial innovation to meet disruptive competition by banks and nonbanks, including product and delivery developments, investments and acquisitions. It also covers enhancing shareholder value and avoiding pitfalls in the merger process, along with product line transactions, regulatory opportunities and capital optimization.

Breakout II: Don’t Walk Away from a Basis Point
G. Timothy Laney, Chairman President & CEO, National Bank Holdings Corporation
Jim Ryan
, Senior Executive Vice President & CFO, Old National Bancorp
David Sweeney, Managing Director, Chatham Investment Advisors, Chatham Financial
Despite being the smallest measure of value that concerns bankers, a basis point of additional income on a $1 billion balance sheet is $100,000. Sit in with these bankers to hear about current trends in the investment portfolio and derivatives that optimize your balance sheet and leave no basis point behind.

Breakout III: M&A Value Creation: Measurement and Evidence of Success
James M. Harasimowicz, Managing Director, Keefe, Bruyette & Woods, Inc., A Stifel Company
Patrick Koster, Managing Director, Keefe, Bruyette & Woods, Inc., A Stifel CompanyThis session explores the various methods for evaluating the empirical success of large and small M&A transactions. Case studies illustrate examples of long-term, sustained value creation for shareholders. Other cases include execution of bank Initial Public Offerings (IPO), which have become attractive acquisition currencies and critical to the success of these banks’ community bank roll-up strategies.

Breakout IV: Negotiating for Future M&A in Core IT Contracts
Aaron M. Silva, President & CEO, Paladin fs, LLC
In 2018, banks will pay more than $300 million to Core IT suppliers for services they will
never enjoy simply because they were involved in a merger. Learn from other bank leaders in this session as we offer insights on how to mitigate major 'gotchas' embedded deep within these two inch thick Core IT supplier contracts and get a fair deal.

Breakout V: M&A Integration: Keep the Customer Front & Center from Diligence to Conversion
Ken Siegman, Senior Director, West Monroe Partners, LLC
John Stockamp, Director, West Monroe Partners, LLC
Acquisition can be the key to growth, but while many banks are ready to buy (or be bought), few
have mastered the complexity of integrating complex systems and operations to create a seamless customer experience. This discussion features best practices and lessons learned from a variety of mid-market banks.

Breakout VI: The Case for Actively Courting Credit Union Bidders
Michael M. Bell, Attorney and Counselor, Howard & Howard
Jude M. Sullivan, Partner, Howard & Howard
As a group, credit unions are well capitalized buyers that are legally prohibited from growing by any means other than increasing deposits organically or through cash acquisition of deposits. In light of the difficulties surrounding organic growth, a large number of credit unions are actively seeking acquisition targets. This session discusses structuring the sale process to encourage credit union participation, addresses the concerns many sellers have in engaging credit unions and outlines the details of selling to a credit union.

10:00 AM - 10:45 AM
Show & Tell FinXTech Sessions
During these interactive Show & Tell FinXTech sessions, speakers focus on strategies to implement solutions that will help differentiate your business.

Show & Tell FinXTech Session I: What’s New with Payments?

Show & Tell FinXTech Session II: The Impact of RegTech

Show & Tell FinXTech Session III: Growing Your C&I Portfolio

11:00 AM - 11:40 AM
Technologies That Let You Play BIG
Moderated by: Vincent Hui, Senior Director, M&A Practice Leader, Cornerstone Advisors, Inc.
Numerous financial technology companies are developing new strategies, practices and products that will dramatically influence the future of banking. Partnerships between a bank and a technology company can take on many forms — largely based on an institution’s available capital, risk appetite and strategic goals. Today, community banks have room to improve efficiencies, take out back office costs and offer superior customer service with increasingly available and affordable software. To wrap up this year’s program, we look at some of the tools and strategies that you’ll want to know about before they become mainstream.

11:40 AM - 11:45 AM
Closing Remarks
Mika Moser
, Chief Operating Officer, Bank Director

11:45 AM - 12:00 PM
Boxed Lunches

1:00 PM - 6:00 PM
L. William Seidman Annual Acquire or Be Acquired Golf Tournament
Sponsored by: PricewaterhouseCoopers LLP
Enjoy the afternoon playing golf with your peers. While the golf tournament is FREE to registered conference attendees, space is limited. Sign up early to reserve your spot!

5:45 PM - 7:00 PM
Closing Peer & Guest Cocktail Reception
Sponsored by: PricewaterhouseCoopers LLP
Attendees and their guests join in the fun to see who is this year’s winner of the L. William Seidman Golf Tournament!