Is This Who We Are? Part II: Specious Merger Reasons

Yesterday, in Part I of this series, I introduced the merger of Sperry Associations FCU’s ($278.4 million) with Pentagon FCU ($25.9 billion). The merger terms in the member Notice includes this sentence: “The services currently offered by Sperry will cease to be provided and replaced by the (virtual) branch services listed in the attachment to this Notice.”

Part I described how this locally-focused, high-preforming credit union was ideally positioned in the market according to the CEO’s public testimonials. It is now to be closed in the middle of a pandemic when most needed by members. Why?

What Members Were Told About Why They Should Merge

The reasons from the FAQ on Sperry’s web site:

Q: Why did Sperry have to merge in the first place?

“In recent years, the financial services marketplace on Long Island has changed. Thanks to the entrance of more big banks and global Fin-Tech companies, it’s become more challenging for mid-sized institutions like Sperry to thrive. While Sperry is currently financially healthy and well-capitalized, our Board of Directors felt that partnering with PenFed is the best option to ensure that our membership gets the service they both expect and deserve – all while continuing the credit union mission of people helping people.”

In the required Notice of Special Meeting to Members, dated July 28, 2020,  the two paragraph explanation is:

“The directors of the participating credit unions have concluded that the proposed merger is desirable for the following reasons: In today’s landscape of digital transformation coupled with evolving technology, regulatory compliance, and increasing cybercriminal threats, our Board of Directors evaluated strategic possibilities to assure that you, our member, will continue to receive the full range of products and services you deserve.

“To ensure continuity of operations while seeking to expand product offerings and improve services, we have been diligently searching to find alternatives. We have explored a range of options, including collaborating with like institutions to consolidate key support functions, maintaining the current course alone, or merging with a strong and proven performer. While there are some benefits with each option, only one meets the full range of our objectives: growth of membership, expansion of product offerings, infusion of investment in IT cybersecurity, improved training and enhanced community service. After considering alternatives, we determined that a merger with PenFed is in the best interest of our members.”

This is the only reason in the required special meeting notice signed by Chairman, Gary Barrello. There are no facts supporting the reasons—no comparison of savings rates, loan programs/rates, service fees and delivery system options that any member would need to consider in making an informed choice to give up Sperry’s charter.

Along with these short, generalized assertions, the letter provides the required disclosures of merger related financial arrangements for the top five management employees. These payments potentially total $2.2 million. There is an “agreement” to donate $100,000 per year to local causes on the recommendation of Sperry’s board acting as advisors. All donations are, however, subject to PenFed approval.

A Special Member Bonus Dividend If Members Vote to Approve

Most relevant to the members’ voting decision is the proposal to pay each “eligible” Sperry member a one time “bonus share dividend” of $350, estimated to total $5.7 million. This amount is 25% of the credit union’s reserves. The remaining 75%, over $15 million, goes directly to PenFed’s pocket, as described below.

With this rhetorical logic and member incentive, is it any wonder that following the member meeting, held in the credit union’s parking lot, a 63% approval tally was announced? No information was provided about how many of the 16,000 members voted or attended the meeting; just the final approval rate.

This was undoubtedly the only time members had been asked to vote on any issue or election at the credit union. If they trust the credit union to properly manager their money, how could they be skeptical of this recommendation to merge and end the charter?

The Ending of an 84-year Community Charter

One might ask what’s untoward or possibly worse with this transaction? The members voted. They approved the recommendation of their elected leaders and long serving management. This happens every day in credit union land!

Furthermore, NCUA, the regulator, has approved all this, including the member notice wording that “a merger with PenFed is in the best interest of our members.” NCUA’s routine is for the Office of National Examination and Supervision (ONES) and the Regional Director to automatically sign off when the final documents are submitted.

This regulatory approval will occur even though the credit union’s web capabilities and the CEO’s public statements, as described in Part I, completely contradict the minimal logic in the merger letter.

But more important, the circumstances outlined below suggest the members have been duped by their leaders entrusted with the fiduciary responsibility to protect their interests.

PenFed and Sperry’s management team jointly designed this deception. They are the recipients with big paydays. The members and rest of the employees are being hung out to dry when this local operation is closed permanently.

What the Members Were Not Told

I believe the facts surrounding this transaction show the members were misled and that management-board merger communications intentionally hoodwinked them. The reality is that Sperry’s members are being sold to an organization that has no interest in their individual or community well-being.

The five managers will receive “optional” severance payments of up to $2.2 million; members get $350 each. PenFed will book a $15.1 million windfall as other income (negative good will). Sperry’s members are paying PenFed a bounty in addition to receiving all the future income from the relationships transferred.

In a normal arm’s length “free market” transaction, the buyer would pay a premium for this future income and the owners would receive their equity surplus in full and more. Instead, management negotiated for its own benefit, not the members.

This transaction, as described, will close Sperry’s only office. That means there is no location for the 39 employees to work or for members to go for what is now 6-day in person service. PenFed’s head office in McLean, VA is 257 miles away and 4-hour drive from Sperry’s headquarters. The nearest branch is a nearly 1-hour drive to Manhattan.

The entire membership is being forced to use remote access for all transactions. Sperry’s 16,000 Nassau County members will now be competing for service with 2,049,700 current PenFed members. That number is 125 times larger than Sperry’s current operations. These remote service employees will have none of the member relationship experiences of the current Sperry staff.

Contrary to the meager merger rationale, the CEO lauded Sperry’s responsiveness in the current environment versus those in “a larger firm who would have had to schedule meetings, create committees and navigate the rough waves of corporate politics…”

This is a merger only on paper, not of operations. It merely combines the financial statements and adds new accounts to PenFed’s books. Local services are shut down. The familiar faces, loyalty, knowledge and community spirit Sperry is built upon will be gone.

Apart from the two paragraphs in the merger notice, every Sperry communication demonstrates that it is serving members and the community in an exemplary manner. It is a classic example of what a member-owned coop can do for its community. The effort to justify the merger as better for members is a farce.

The Timeline Reveals the Charade

The Member Meeting Notice, dated July 28, 2020, opens with the statement “On January 15, 2020, the Board of Directors of your credit union approved a proposition to merge Sperry FCU with Pentagon.”

This means discussions occurred sometime before then. Yet the first that members or the public knew of this secret plan was in the Chair’s member notice dated July 28, just 60 days before the voting deadline and member meeting.

The summer member newsletter, The Sperry Herald, makes no mention of this decision. There is also no reference to the board’s intent to close the credit union in the notice of the annual meeting in the same newsletter. Instead, the board nominated two current directors to fill two expired terms, with members left completely in the dark about the decision nine months earlier to close operations.

Such a disclosure might have initiated member questions or even a revolt.

In the first Newsday article on September 3, after the merger intent becomes public, CEO Kevin Healy is quoted: “The financial landscape across Long Island is rapidly changing. As large institutions continue to grow. . .it is tougher for midsized institutions like Sperry to aggressively gain market share.” This statement from the July 28 member notice completely contradicts the editorial published eleven days before extolling Sherry’s distinct advantages and COVID performance in the July 17 CU Times.

Healy’s quote defending the merger is also refuted by his own words in his March 29, 2019 CU Times “expert opinion:”

 . . .credit unions of all sizes still can thrive and grow with the right mix of strategic forethought. In the end, a thriving credit union always serves the needs of its membership.

When Healy published his July 17, 2020 article praising Sperry’s response, he knew and approved of the intent to merge, a decision made at least seven months earlier. He proclaims Sperry’s business prowess at the same time he is secretly planning to end the charter.

We know this is the case because CEO Healy is a member of the five-person Sperry board. But the problem is more serious than corporate hypocrisy.

In Part III tomorrow: Sperry’s conflicts of interest, self-dealing, PenFed’s complicity, and NCUA’s abdication.