Quais são os passos para comprar um banco?

Bank acquisitions are the most complex transaction. And it is extremely important that the buyer hires experienced consultants to help them, especially to effectively manage the stages of buying a bank described here.

Initial Decision

The initial decision to buy a bank should carefully consider the entire process. This is necessary to ensure an understanding of the numerous issues and requirements. This will guarantee the smooth running of the process.

Acquisition analysis

The first step in buying a bank is for potential buyers to identify the banks. They must be available for sale and meet the following criteria:

Basic location requirements,
procurement budget, and
other special requirements.

A substantial part of the initial acquisition analysis can be done using public figures. If the buyer is an existing bank, it should conduct an analysis. This analysis will determine at what price the transaction will add earnings per share, and thus increase shareholder value.

Letter of Intent (LOI)

In the absence of any substantial issues of concern in the Acquisition Analysis, a Letter of Intent should be prepared that addresses the purchase structure, pricing, due diligence requirements, confidentiality requirements, and retention of key personnel. The final LOI is sent to the Seller along with evidence of the Buyer Qualifications to include:

(1) a business resume of the main buyer;

(2) a conceptual Business Plan that describes the Buyer’s intentions for the Bank after the acquisition;

(3) a Letter of Proof of Funds to prove the Buyer’s financial capacity; and,

(4) a Buyer Commitment to a Preliminary Meeting with the appropriate Regulatory Authorities to determine the likelihood of their willingness to consider a Change of Control Application.

If the material terms of the transaction have been agreed upon between the Buyer and the Seller, the LOI will be executed. In the case of widely held or publicly held shares, there may be additional and complex requirements for the approval of the LOI by the Shareholders. The execution of this LOI does not obligate either party to complete the transaction. It merely establishes in writing the material terms of the transaction and evidences the agreement of both parties for the acquisition process to continue. The non-binding LOI serves as the basis for the subsequent drafting of a Definitive Purchase Agreement.

Due diligence

Following acceptance of the LOI by the Seller, the Buyer and its representatives will conduct due diligence on the Bank. If the transaction involves the Buyer’s Shares as consideration, the Seller will also conduct due diligence on the Buyer. The due diligence period provides an opportunity for the Buyer to complete a comprehensive analysis of the Seller’s business operations at the Bank. The due diligence process includes a comprehensive review of the Bank’s loans, business operations, fixed assets, compliance matters, contractual agreements, other material components of its operations and, if necessary, a “Fair Value” analysis of assets and liabilities.

If due diligence does not reveal serious deficiencies in the Seller Bank, the transaction proceeds as described in the LOI. However, if due diligence reveals issues or problems, the Buyer will have the option to amend the terms of the LOI (such as reducing the purchase price or requiring an additional provision for the seller’s ALLL) to account for the problems discovered during due diligence or simply to terminate the LOI.

Final Agreement

Should the Buyer choose to proceed with the Acquisition, a Definitive Agreement will be drawn up. This Agreement is the actual Purchase and Sale Agreement. It includes representations and warranties of the Buyer and Seller, closing conditions such as regulatory and shareholder approval, termination provisions and other relevant matters. The Definitive Agreement will also incorporate any specific requirements of the Buyer or Seller that may have been developed during the Due Diligence process.

♦ Negotiate a Final Agreement

The Definitive Contract is then presented to the Selling Bank. The Seller will review the proposed Definitive Contract and note any changes it deems appropriate or unacceptable. Negotiations will continue until both parties reach their main objectives and commit to signing.

♦ Sign the Final Contract

After execution by both parties, the Definitive Contract represents a legally binding contract for both parties to the transaction.

Regulatory approval process

Following the signing of the Definitive Purchase Agreement, the Buyer will initiate all necessary regulatory applications. The appropriate federal (Federal Reserve/FDIC/OCC) and/or state regulators will review the application, provide comments, request additional information, and conduct background checks on those they deem to be Prime Buyers. The Buyer will respond to the Regulators in an effort to finalize the application and resolve any regulatory concerns. The regulatory approval process is, in most cases, a process that takes at least four to six months.

Closing

Subject to final regulatory approval and waiting periods, the Buyer may proceed with the Closing of the Transaction. In this transaction, the Buyer offers payment of the Purchase Price, and the Seller bids for ownership and control of the shares. This is done in accordance with the terms of the Definitive Agreement. Now you know the steps to buy a bank, so good luck!