Category: Mergers

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An Open Secret: NCUA, Oxymorons and Merger Truths

An oxymoron is a figure of speech in which two seemingly contradictory terms are used together.  Sometimes the intent is literary, as in “deafening silence.”  Sometimes the purpose is  ironic juxtaposition—“postal service” or “jumbo shrimp” –to highlight conflicting concepts.

I propose a new example Truth in Mergers.  This is a 25-page NCUA publication from May 2014. The subtitle: A guide for merging credit unions.

This document was prepared by NCUA’s Office of Small Credit Union Initiatives (OSCUI). The preface lists three purposes:

■ Understand trends in credit union mergers.

■ Determine when a merger is in (a credit union’s) best interest or, in the worst case, necessary to continue operations.

■ Negotiate a merger agreement that best serves the merging credit union’s interests.

OSCUI’s mission statement read: We support the success of small credit unions … (and) recognize the unique role small, low-income designated and new credit unions play in the lives of their members and communities. We are committed to helping these credit unions not only survive but thrive.

 The “truth” is that the brochure was to facilitate the demise of smaller credit unions.

 Oxymorons can assist the reader to clarify NCUA’s doublespeak. After each of the following verbatim excerpts, I have provided this figure of speech to aid in interpretation.

Statements from “Truth in Mergers”

  • Mergers between credit unions are commonplace in the industry today. (old news)
  • like all businesses and institutions, mergers can be successful or unsuccessful. (even odds)
  • NCUA does not endorse mergers. (seriously funny)
  • mergers undertaken proactively by credit unions in sound financial condition have better outcomes for the credit unions involved and their members. (alone together)
  • many credit unions wait until they are in a troubled financial position before exploring the option to merge. (definite possibility)
  • Weak Financial Condition Drives Most Credit Union Mergers (deliberate mistakes)
  • A merger can also provide direct benefits to credit union members, including lower cost of services, lower loan rates, and higher dividends. These benefits are significant, immediate, and persistent. (true lies)
  • Negotiating the terms of the merger contract is one way a merging credit union can realize the greatest benefits of the transaction. (bittersweet)
  • OSCUI’s study of merger packages also demonstrated a clear link between a merging credit union’s financial strength and its ability to negotiate advantageously with the continuing credit union. (strength in weakness)
  • Best Practices: Shop around for the best fit. Merging credit unions should seek out and evaluate multiple potential partners and critically evaluate major issues, such as: organizational culture, mission statements, and respective memberships. (act naturally)
  • Include a merger in the strategic planning process. Credit unions are encouraged to consider the impact of a merger as part of the strategic planning process. (definite possibility)
  • Develop a succession plan for executives and board members. Avoid letting the board and the CEO grow old together. (open secret)
  • Merger contracts can be negotiated to ensure that the merging credit union’s members, staff, and community continue to be served. (true myth)
  • Take measures to enforce the merger agreement. How can merger agreement provisions be enforced when one party to the agreement no longer exists?

NCUA’s Office of General Counsel suggests that a merging credit union name in the contract the third-party beneficiaries with standing to enforce the contract. For example, if the continuing credit union agrees to keep a branch open for at least one year, the agreement would note that the members of the discontinuing credit union are beneficiaries with standing. Because these matters would fall under state contract law, the wording should be state specific. (clearly confused)

The Almost Final Word

“This brochure has been prepared by NCUA’s Office of Small Credit Union Initiatives (OSCUI) as a resource to help credit unions.

Truth

The truth: this Office of Small Credit Union’s initiative was intended to phase out small credit unions.  Those with problems-for sure.  Those in sound financial condition-in due course.

And Consequences

This  “small credit union” endeavor gave the green light for all credit unions to seek merger opportunities.  No matter the size, circumstance, proximity or business logic.  It began an open season for self-dealing. CEO’s saw the opportunities to cash out at their retirement; long standing member loyalties were  squandered, and a binge of back room deals by leaders of sound local credit unions was officially sanctioned.

The challenge for Chairman Harper and the board: is there a CURE for this official document issued while he was senior policy advisor to Chairman Matz?

To keep mergers in perspective we give the last word to capitalist Henry Ford:  “A business that makes nothing but money is a poor business.”

 

 

 

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Readers Opine On Infinity FCU Merger with Deere Employees

Readers reacted to last week’s analysis of the Infinity combination with Deere.

A Maine resident: “Very strange indeed – for many reasons; it goes completely against the Maine community approach of being a state with their own mind and will.”

Two comments posted on blog site:

1. Why, why, why? I can’t make any sense of what Liz is saying. . .Wonder what NCUA CURE will have to say?

2. Size matters to Liz and not a single Maine CU wanted to merge with her.

A Financial Consultant to Banks and Credit Unions:

  1. At $341 million, there is enough “scale” to not just survive but thrive. It’s a matter of allocation of resources. I work with a lot of community banks that are doing just fine at that asset size; quietly going about their business producing a good ROA and accreting capital. Relationships drive their business model and that’s what the competitors don’t provide.
  2. The board needs to be committed to independence. The board needs just one member who understands this, is committed to it, and can influence the other board members.
  3. The CEO and leadership team need to be committed to independence. . . there needs to be something holding the team accountable. If there is a merger, capital should be returned to members, not given to acquiring institution for free.
  4. This is a horribly unproductive credit union. The leadership team needs a kick in the pants in terms how they are deploying the resources the members entrusted them with.
  5. The banker in me says this would be an ideal takeover target. They have a great balance sheet. I’d cut out a lot of expense, and turn this into a money-making machine for CU purposes. It would mean being a lot more productive, and use the capital for growth, member give-back and/or community impact.

The CEO is speaking out of both sides of her mouth. What is the board’s relationship with the CEO if unable to do the job to begin with? Are they competent to govern?

A Coincidence? Two Credit Unions Rethink: Maine Credit Unions Call off Merger- Consolidation discussions end amicably between Midcoast FCU and Maine State CU. March 26, 2021 CU Times.

From a Member Who Just Experienced a Merger:

Just touching base after reading this article about Infinity and Deere. Sounds so much like my member story with Xceed merging with Kinecta.

On March 17th Kinecta FCU sent me a similar packet with a Cover Letter highlighting 3 big changes, a joke. The number 1 bit of news is Reducing of the Insufficient/Uncollected Funds Fee from $27 to $25! Its borderline insulting to think longtime members of a well-run credit union would jump for joy on that news. 

Chase Bank is offering a $200 to new customers and free checking with direct deposit. My folks have used Chase since it was called Chase Manhattan Bank, I think since the 60’s. They have been happy with Chase for 50 some years. 

It seems like credit union mergers have become so common it might happen to a person more than once. It’s like opening a new bank account, changing direct deposits, automatic bill payments and so on. I keep my credit reports locked so unlocking them is an added step. 

Its kind of sad but I’ll miss banking with the same place for so long. I remember when working for USAA after leaving Xerox in the 1990s. Xerox FCU still had a small two-person branch in Clearwater, FL for a few thousand Xerox employees/families in the Tampa Bay area. How many financial institutions today would go the distance to have a two-person branch? I think with all the mergers the days of that kind of a credit union operation are coming to an end.

Rather than go kicking and screaming into the Continuing Credit Union Kinecta, I’ll quietly leave my employer created credit union of 30+ years for my family’s national bank. And $200. 

An Historical Perspective:

“All things are lawful, but not all things are beautiful. All things are lawful, but not all things build up. Do not seek your own advantage, but that of the other.”