Bank Holding Company Association




Buy, Sell or Hold: Strategies for Success Agenda

Day 1: Monday, October 2

8:30 to 9:00 a.m. Registration (New Early Time!)

9:00 to 9:45 a.m.

A Survey of the Community Bank M&A Landscape

By Scott Coleman of Lindquist & Vennum and Don Johnson of Eide Bailly

How many deals have been done so far this year? What kind of banks are in the highest demand? What are banks going for these days? What’s the trendy currency – stock or cash or both? Who’s doing mergers of equals? How long is it taking to get a deal done in this environment? What are investors looking for? Get answers to these questions and more.

9:50 to 10:35 a.m.

Bank M&A and the Regulatory Process

By Karen Grandstrand and Karla Reyerson, both of Fredrikson & Byron

Mergers and acquisitions of bank holding companies and banks involve complicated, lengthy and oftentimes unpredictable regulatory review. This session will address the regulatory process, increasingly important factors in the approval process (such as fair lending compliance and competitive issues) and strategies to mitigate risks associated with the regulatory process.

10:35 to 10:55 a.m. Break

10:55 to 11:40 a.m.

What am I Missing? What Buyers and Sellers Need to Understand in a Transaction

By Neil Falken of CliftonLarsonAllen

Do you think the financial analysis and a due diligence check will provide all you need to know during a transaction? You might be surprised! This session will look further into what buyers and sellers need to be aware of during any M&A transaction.

11:45 a.m. to 12:30 p.m.

Should I Buy, Sell or Stay the Course?

By Craig Mueller, David Stieber and Dave Van Hove of Oak Ridge Financial

Reviewing several recent transactions, Craig, David and Dave will discuss a variety of scenarios and potential strategies for achieving a range of goals. They will also provide a list of 10 considerations you should know before pursuing a merger of equals.

12:30 to 1:30 p.m. Buffet Lunch

1:30 to 2:15 p.m.

What is My Bank Worth?

By Ed Usalis of United Bankers’ Bank

How does the market value bank stock? This session will provide insight into the factors that affect bank valuation and what you can do to give your bank’s stock a boost.

2:20 to 3:05 p.m.

Post-Closing Fights: What Happens if Issues Arise after a Deal is Closed?

By Anton Moch and Jeffrey Ansel, both of Winthrop & Weinstine

Providing real-life case studies and examples, this session will cover issues that can arise following the close of a bank acquisition, and how those issues can be resolved. This session also will focus on the importance of including proper indemnification, representations, warranties and covenants into definitive transaction agreements to help protect both buyers and seller, and create a clear road map to resolving post-closing disputes.

3:05 to 3:25 p.m. Break

3:25 to 4:10 p.m.

Understanding Credit Unions in the Bank M&A Space

A panel discussion moderated by James Sheriff of Reinhart Boerner Van Deuren and Traci Hollister of Wipfli. Panelists: John Reichert and Melissa York, both of Reinhart, and Kevin Janke of Wipfli.

This panel will discuss various aspects of the ever-increasing presence of credit unions in the community bank merger and acquisition space. The experts will address: 

  • What advantages and disadvantages do credit unions have as a bidder? 
  • What does a typical bank/credit union transaction look like and how is it structured? 
  • What is the regulatory landscape on such transactions? 
  • What is the accounting treatment? 
  • Are these deals a positive or negative for community banks? 
  • What does the future hold for these cross-charter transactions?

4:15 to 5:00 p.m.

Capitalizing for Growth and Increased Shareholder Value: Community-Owned Community Banking, Emerging Public Banks and Other Strategies

By Jay Kim of Dorsey & Whitney, Lynn B. Fuller of Heartland Financial USA, Inc., and Steven Nelson of D.A. Davidson & Co.

This presentation will provide a guide to leveraging the capital of new investors to support strategic growth, while protecting the interests and meeting the goals and expectations of founding investors and family shareholders. The presenters also will address how to incorporate institutional, community and employee investment into your capital structure, without sacrificing leadership and control; how to utilize emerging markets for community bank stocks to enhance shareholder value and liquidity, and how to develop and deploy a currency for acquisitions.

5:00 to 6:30 p.m. Reception - Outdoors on plaza (weather permitting)

6:30 to 7:30 p.m. Dinner

7:30 to 8:30 p.m.

The Art of Innovation: Addressing the Unmistakable Need for Creative Execution

By Bob Upgren

Every ounce of creativity, imagination and innovation is needed to confront the challenges of growth and development. The single most important distinction in leadership today, therefore, is understanding the difference between creativity and innovation: Creativity is the ability to define big ideas; Innovation is the ability to execute on those ideas.

There is no risk in coming up with big ideas. At some point, most people come up with what they would label a “big idea.” Unfortunately, many leave these ideas in the talking stage. The true risk concerning big ideas is found in execution and being vulnerable enough to expose your work (art) to the world.

In this compelling message, Bob Upgren teaches best practice mindsets, tools and strategies that innovative leaders utilize to motivate the people around them and turn ideas into reality.


Day 2: Tuesday, October 3

7:30 to 8:30 a.m. Buffet Breakfast & Check-in

8:30 to 9:30 a.m.

Community Bank Board and Risk Governance: Hitting the Mark

A panel moderated by Bill Bojan, Integrated Governance Solutions. Panelists:Tom Lytle of Bank Midwest, Karin Taylor of MidWestOne Bank, Neil Falken of CliftonLarsonAllen LLP and Jim Conrad.

Using real and practical examples from community banks, Bill and a panel of experts will consider what specific, tangible value a bank realizes from superior board and risk governance, how to know if your board is well-positioned for the future and whether your risk management discipline is sufficient for the future needs of your bank – and if it’s not, how to get it there.

9:30 to 10:45 a.m.

The Secret ROI Acquisition Formula: How to Avoid the 5 Biggest Mistakes that can Crush Your ROI

By Roxanne Emmerich

There are two ways to destroy a bank: bad loans or an acquisition gone bad!  “Us versus them” culture chaos; customer run-off; disenchanted community – all of these things happen entirely too often. The Wharton School of Business says that your chance of failing to meet financial objectives is greater than 83 percent if you are the acquirer. Could this really happen to you? Discover the critical few strategies you must implement using a proven, iron-clad process. Emmerich is CEO of her own consulting firm, which helps ambitious, results-oriented banks create a predictable success system that aligns strategy, marketing, sales, service and culture.

10:45 to 11:05 a.m. Break

11:05 to 11:35 a.m.(Round 1) and 11:45 a.m. to 12:15 p.m. (Round 2)

Breakout Sessions (occur twice so you will have chance to attend 2 of the sessions described below):

  • The Pathway to a Complete Enterprise Risk Management Program: From beginning to end in 30 minutes! By Marcia Malzahn of Malzahn Strategic

This educational session is designed specifically for members of the board of directors, presidents and CEOs who want to learn more about how to follow a simple, easy-to-understand process to implement a complete ERM program tailored to your community bank.  Risk Managers and Chief Risk Officers can also benefit from this session if they need guidance on how to set up their first ERM program , or how to strengthen an  existing program. 

The session is intended to provide insight into application activity within the Ninth District as well as successfully navigating the application process in general.

A succession plan needs to take into account a variety of factors. The session will address key aspects of a successful succession plan, including the proper use of trusts and other estate planning tools. It will also consider the regulatory issues that can arise if care is not taken at inception in structuring the succession plan.

Do you understand the tax implications of the deal you are considering? The way the deal is structured could have a significant financial impact on the buyer and seller. This session will cover the common (and some of the less-common) considerations, as well as issues that could arise should congress enact tax reform.

12:15 to 1:15 p.m. Lunch

1:25 to 2:25 p.m.

Promises, Promises… Political Rhetoric and Practical Reality

By KC Mathews

The UMB Chief Investment Officer and Executive Vice President will survey the economic landscape across the country and particularly in the Midwest. Political and economic factors are shaping market expectations and opportunities. But how much of it is real and how much of it is just talk? KC will offer his unique perspective to help sort out the hype from the fact.


Dinner and Show

Complete your Seminar experience with dinner at The Capital Grill and the Broadway touring production of “Aladdin” at the Orpheum Theatre in downtown Minneapolis.

Schedule:

4:15 p.m.  – Meet in lobby of Hyatt Regency Bloomington-Minneapolis

4:30 to 5:00 p.m.  – Coach transportation to downtown Minneapolis

5:00 to 7:00 p.m. – Dinner at The Capital Grille

7:30 to 10:30 p.m. – Broadway touring group presentation of Aladdin at The Orpheum Theatre on Hennepin Avenue.

10:30 to 11:00 p.m. – Coach transportation back to the Hyatt Regency



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