Mergers & Acquisitions Seminar
February 2 & 3, 2021
Conference presenting sponsor:
Mergers and acquisitions are a common occurrence in the current landscape of banking. This conference will reflect on topics of interest to bankers and directors interested in merging with or acquiring another institution. Corporate concerns, regulatory considerations and strategic planning issues will be discussed. Speakers for this event include attorney and consultant Greyson Tuck of Gerrish Smith Tuck law firm in Memphis, Tennessee; Heather Archer Eastep, attorney with Hunton Andrews Kurth law firm and Peter Weinstock, attorney with Hunton Andrews Kurth law firm. A panel discussion, facilitated by Christopher Olsen, covering a number of trends and best practices from banks who completed mergers and acquisitions recently will conclude this seminar.
Who Should Attend?
CEOs, CFOs, Directors, Senior Management
Tentative Program Agenda
Tuesday, February 2
9 am Welcome - Gordon Fellows, MBA President and CEO, and Christopher Olsen, Olsen Palmer
9:15 am Community Bank M&A – Past the Pandemic, Greyson Tuck, Gerrish Smith Tuck, Memphis, TN
The COVID-19 pandemic has significantly impacted every aspect of American life. This includes community bank mergers and acquisitions. The community bank M&A environment is different today than it was “pre-COVID-19,” and will continue to evolve going forward. This informative session will cover the current state of community bank M&A in light of COVID-19, specific issues and areas of concern for prospective transactions, risk mitigation strategies to provide appropriate protection and risk allocation in potential transactions, and capital raising strategies and opportunities to complete transactions in the current environment.
10:15 am Break
10:30 am Recruiting & Retaining in a Consolidating Environment, Flynt Gallagher, Compensation Advisors, Gulf Breeze, FL
Learn what banks are doing to position themselves with compensation before, during, and after a merger. This session will educate you on both the buyer and seller side of compensation. Current trends in compensation will also be discussed. There are different issues for C corporations versus S corporations which often impact how you structure the vesting portion of a non-qualified deferred compensation plan. Learn how Stock Appreciation Rights and Phantom Stock Plans can be structured to reward the top executives at change in control. Client case studies will be presented which will illustrate how to retain and reward key employees through a merger.
11:45 am Adjourn
Wednesday, February 3
8:30 am Capital Offerings and Planning – Key Considerations for Bank Executives, Heather Archer Eastep, Hunton Andrews Kurth, Washington, DC
In this evolving economic and regulatory environment, capital remains an important element for banks, whether the bank intends to grow organically or acquire other institutions. Many banks are seeking alternative forms of capital to fund growth opportunities and enhance enterprise value in light of recent legislation and the current economic environment. This presentation will discuss keys to capital plans and planning, as well as describe a number of creative ways community banks can raise both offensive and defensive capital in the current market.
9:45 Coffee Break
10:00-11:15 am Critical Issues Facing the Leadership of Today’s Community Banks, Peter Weinstock, Hunton Andrews Kurth, Dallas, TX
This presentation will focus on current trends and issues impacting community banking, including the current mergers and acquisitions landscape, emerging regulatory trends and corporate governance hot topics.
11:15-12:15 am Panel Discussion with MBA members – Facilitator Christopher Olsen -MBA member bank CEOs Dan Rollins, BancorpSouth, Hoppy Cole, The First, ANBA, and Alan Walters, First Commercial Bank, and Bill Ray, BankPlus, will be joined by panel moderator, Christopher Olsen of Olsen Palmer to discuss issues that face banks in the world of mergers and acquisitions.
12:15 pm – Adjourn
About our speakers:
Heather Archer Eastep is a partner at Hunton Andrews Kurth. Her practice focuses on corporate and regulatory representation of small to large regional and national financial institution franchises. She has counseled institutions on M&A transactions, as well as provided representation on securities offerings, capital planning, and corporate restructuring. She also advises financial institutions and financial service providers on emerging regulatory and compliance issues, mostly recently related to high-risk customers and Fintech opportunities. She is a member of the American Bar Association, Banking Law Committee and the Virginia Bankers Association. She received her LLM, from Georgetown University, with distinction in 2003 and her JD from George Mason University Antonin Scalia Law School, cum laude in 2000.
Flynt Gallagher heads Compensation Advisors in its mission of assisting clients in attracting, motivating and retaining personnel critical to achieving success. Mr. Gallagher brings considerable experience and expertise to his role of providing CA’s clients with comprehensive and effective support. He combines extensive knowledge of accounting and income tax matters related to community banks with years of experience within the financial services industry.
Mr. Gallagher has a strong history of assisting financial institutions. His career began in the field of Public Accounting and continued for ten years while moving into manager and ultimately partner positions with a Regional firm before accepting the Tax Manager positions with Florida National Bank and its successor First Union National Bank. In this capacity, he the reviewed and developed compensation plans focused on retaining current and future wealth for executives of both large banks and community banks. Mr. Gallagher also worked with key clients of these banks on compensation, wealth management, income tax and related IRS issues. Subsequently, Mr. Gallagher established his own consulting firm and began offering these services to the banking community for the past twenty years.
Greyson Tuck is a member of the board of directors of both the Memphis based law firm of Gerrish Smith Tuck, PC, Attorneys and Gerrish Smith Tuck, Consultants, LLC. These two firms have assisted numerous community banks in virtually every state across the nation. Tuck’s legal and consulting practice places special emphasis on community bank holding company formation and use, community bank mergers and acquisitions, regulatory matters, corporate reorganizations, corporate taxation, general corporate law and community bank strategic planning.
Tuck comes from a community banking family. He is a graduate of the University of Tennessee, where he majored in Accounting and Finance, and received his law degree from the University of Memphis Cecil C. Humphreys School of Law, where he was a Herff Scholar. He is a frequent presenter at national and state bank association conferences and has authored a number of articles of interest to financial institutions. He is a member of the Tennessee Bar Association and an active participant in the Memphis Bar Association.
Peter Weinstock is a partner at Hunton Andrews Kurth, LLP, Peter’s practice focuses on corporate and regulatory representation of financial institution and financial service franchises. During the past several years, Peter has devoted substantial time to strategic planning, bank compensation and defense of enforcement matters, including concerning fair lending and BSA. He is Practice Group Leader of the Financial Institutions Section. He has counseled institutions on more than 300 M&A transactions, hundreds of securities offerings, including over a dozen IPOs, and capital planning, over 50 de novo banks and hundreds of administrative and other enforcement actions. He was a guest lecturer for Harvard’s Kennedy School of Public Policy in Beijing, China in 2017.
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Registration Form for MBA Mergers & Acquisitions Seminar
Virtual Program; February 2 & 3, 2021
PLEASE DUPLICATE FORM
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Registration Fees
_____ $599 for Member Banks/location* _____ $1099 for Non-Member Banks/location*
_____ $899 for Member Banks/location* PLUS recording of all sessions for 30 days
*Virtual conferences allow for BANKS to register by location (device) instead of by individual banker.
Due to COVID 19, the MBA requests all payments be made by credit card.
TO REGISTER: Scan & Email to lrichardson@msbankers.com
QUESTIONS: Contact Lori Richardson (601) 709-3736 or email the address above.
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