Access National in Reston, Va., is making the most of the first bank acquisition in its 17-year history.
The $1.4 billion-asset company agreed on Monday to buy Middleburg Financial in northern Virginia. Access is paying $233 million — or more than two times tangible book value — for a similarly sized institution.
The transaction made sense to Access' management team since it combines the company's history of banking commercial clients with Middleburg's strong wealth management operations.
"Access has built a reputation on all things financial related to growing a middle-market business," while "working to create net worth," Michael Clarke, the company's chief executive, said during a conference call set up to discuss the transaction.
For outsiders, the deal's merits include more low-cost funding — Middleburg's cost of deposits is a third lower than that at Access — to support the latter's strong loan growth.
While the business models differ — Middleburg has a strong wealth management business and Access generates most of its fee income from selling mortgage originations — the companies largely target the same types of clients, Christopher Nolan, an analyst at FBR Capital Markets, wrote in a research note.
Access is keen on leveraging Middleburg's strong reputation in wealth management, which has included experience handling complex estates, Clarke said. Fee income should make up more than 35% of Access' operating revenue after the deal closes.
Gary Shook, Middleburg's president and CEO, said during the call that Access, which will gain nearly $2 billion in assets under management and administration, will be well positioned to expand that business. Access already has $625 million in assets under management.
"That puts us in the rarified air of being a player in these markets," said Shook, who is expected to serve as CEO of Middleburg Investment Group. "That will contribute to our ability to attract the higher end of business to penetrate the markets to the east."
Integration and execution will be the true tests for Access as it looks to close its first bank acquisition, said William Wallace, an analyst at Raymond James. Navigating the current regulatory environment, where areas such as anti-money laundering compliance and fair lending have held up deals, has been challenging for some acquirers.
Access has a "really strong management team that understands how to run a bank," Wallace said, which should provide helpful as the company's looks to close the deal. Still, there are "little things that come up in deals that when you're doing it for the first time that you may not expect," he said.
While Wallace expressed confidence that Access will complete the acquisition, he said it is unclear whether the company will be able to hit all of its financial targets in the timeframe that management outlined on Monday.
Commercial real estate exposure is unlikely to hold up a deal between Access and Middleburg since both banks are well below regulatory guidelines for CRE concentrations. Such loans would equal 157% of Access' risk-based capital at closing.
Having low CRE exposure "reduces regulatory risk associated with the transaction and adds more scarcity value to the combined franchise," Catherine Mealor, an analyst at Keefe, Bruyette & Woods, wrote in a note to clients.
Clarke called the low CRE concentration a "deliberate" move, noting that Access had evaluated at a half dozen deals in recent years before taking five months to vet Middleburg, an institution that had been facing pressure from its biggest investor to find a buyer.
Access is open to more acquisitions, though its immediate focus is Middleburg. The company's presentation noted that it would be interested in banks with more than $500 million of assets, adequate capital, good asset quality, stable core funding and a commercial lending focus.
"We do believe there is a compelling proposition for partners to join our group," Clarke said. "We're open to that, and we will be available for those discussions as we execute on the core plan."
Access could also be positioning for its own eventual sale. There are few institutions of its size left in around Washington, where more consolidation will likely happen.
Timing is the issue, Wallace said. Smaller banks are more apt to sell quickly, though timing is harder to predict for banks with $1 billion to $5 billion in assets that may eventually find buyers.
One recent example is the $4.2 billion-asset Cardinal Financial in Tysons Corner, Va., which agreed earlier this year to sell itself to United Bankshares in Charleston, W.Va., for $912 million. That deal is the sixth-biggest bank acquisition announced so far this year.
"I do see Access selling one day, but I don't think they're feeling any sense of urgency," Wallace said.