The recent slowdown in U.S. bank M&A activity is likely to drag on for at least the rest of the year as a number of factors plague banks' deal appetite.
Eighty-two
A number of factors — economic uncertainty, increased regulatory scrutiny, weaker acquisition currency and a rising interest rate environment — have pushed both buyers and sellers to the sidelines, according to industry experts.
Of those factors, ongoing economic uncertainty is a major deterrent for M&A currently, much like early 2020 when uncertainty tied to COVID-19 grinded M&A to a halt, James Stevens, a partner at Troutman Pepper Hamilton Sanders LLP, said in an interview.
"Uncertainty has reentered the picture. And this time, it's not a pandemic, but it's inflation, and the rising rate environment and perhaps more than anything … the word recession," Stevens said. "We've got that uncertainty that has a chilling impact on M&A coming back on to the scene."
As a result, bank M&A is unlikely to meaningfully pick back up over the remainder of the year.
"The uncertainty about what 2023 and beyond looks like, that will continue to make the rest of the year look similar to the last few months," he said. "Until we get more clarity on where we're going in terms of inflation and recession and interest rates and those kinds of things, people are going to be hesitant to take on somebody else's potential problems."
Deal size declines meaningfully
In addition to a slowdown in the number of announcements, deals were also smaller in the first half of this year compared to last year when a slew of regional banks tied up in transformational mergers.
Reported deal value totaled $17.15 billion in the first six months of this year, down from $32.27 billion in the same period of 2021.
TD's announced takeover of First Horizon was also the only deal with a value above $1 billion announced in the first half of 2022, compared to six in the first half of 2021 and two during that period in 2020. The next largest transaction was Brookline Bancorp Inc.'s $320.1 million announced acquisition of PCSB Financial Corp.
Increased regulatory scrutiny of large bank M&A, and the subsequent longer closing timelines as a result of that scrutiny, contributed to the concentration of small deals in the first half of this year, Janney Montgomery Scott analyst Brian Martin wrote in a June 14 note.
At the same time, there are less large buyers in the market as many are tied up integrating the mergers they struck in the past 15 months, according to Rodgin Cohen, senior chairman with Sullivan & Cromwell LLP.
"A number of potential acquirers and acquired have been taken out of the market by recent or pending transactions," according to a transcript from Cohen's recent discussion with Wells Fargo analysts Mike Mayo, Jared Shaw and Donald Fandetti. "Buyers have to digest. Sellers are no longer available for sale."
Pricing woes
Pricing is also a headwind for would-be buyers and sellers given the decline in bank valuations and unwavering price expectations among sellers. The S&P U.S. BMI banks index is down 22.3% year-to-date through June 30.
"The stock prices have caused a lot of the bank deals to be put on hold," Charles McQueen, president and CEO of McQueen Financial Advisors, said in an interview. "When people's currency gets hit so hard, people tend to stop and step back."
For the deals announced in the first six months of 2022, the median deal value to tangible common equity was 151.5%, largely in line with the 2021 first half median of 152.3%.
Despite the overall decline in the industry's valuation, there is "little change in sellers' pricing expectations (large premiums) which is impacting buyers' appetite as they can afford to pay less," Janney analyst Martin wrote in a June 27 note.
Stevens believes pricing headwinds will likely ease in the next six months.
"Every time there's a down cycle in the stock market, you have this period of time where basically people are not mentally repricing themselves as rapidly as the market is repricing them," he said. "It just takes a little bit of time for people's internal valuation expectations to catch up with what the market is saying values are."
Rising interest rates
In addition to weaker currency, the interest rate environment may also be keeping buyers on the sidelines, according to Compass Point analyst Laurie Havener Hunsicker.
"The interest rate environment is likely to hurt deal activity, as the buyer-bank will be faced with taking substantially higher interest rate marks and that will weigh on [tangible book value], potentially causing outsized dilution," she wrote in a June 21 note. "This is also likely to cause many would-be-bank buyers to pause, as [tangible book] dilution matters."
Brookline Bancorp's announced acquisition of PCSB Financial "showcased this trend, with staggering interest rate marks," Hunsicker wrote. At announcement, Brookline estimated tangible book value dilution of 7.5% with an earnback period of 3.6 years, according to its investor presentation. Without the interest rate marks, the company's tangible book value dilution would be 2.3% with an earnback period of 2.3 years, according to the presentation.