Consolidation continues at pace-mega-mergers on the horizon - White & Case LLP
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Consolidation continues at pace—mega-mergers on the horizon Financial Institutions M&A: Sector trends H1 2019 | Outlook for H2 2019 Banks 3 highlights of bank M&A: Bank consolidation: The numbers speak for themselves—100 regional and domestics deals across Europe in the past 12 months Re-shaping balance sheets: Non-core disposals and active NPL management retain prime importance Fintech outlay: Banks deploy multi-channel investment strategies to compete for customers, defend territories and accommodate regulation
Consolidation continues
at pace—mega-mergers on
the horizon
The wait is over. Whispers of mega-deals have matured into agenda items for
boards of many larger European banks.
Overview
CURRENT WE ARE SEEING Embracing the digital revolution:
MARKET –– High
appetite for digital banking, fraud prevention and
Brexit contingency plan implementation: compliance monitoring technologies
Upward,
significant –– Necessitating movement of businesses and –– Re-entry into the payments arena (e.g., RBS’s NatWest
financial assets out of the UK Tyl, Bankia’s strategic partnership with Sipay, etc.)
–– PreferredEU27 re-location hotspots include Dublin, –– Multi-channel investment strategy, including direct
Frankfurt, Berlin and Amsterdam equity investments, venture funds, JVs/partnerships
with fintechs, incubators/start-up support and
Banks consolidating at pace:
innovation consortia with competitors
–– Primarily regional and domestic consolidation
–– Mostlystakeholder-supported, though some KEY DRIVERS
state-encouraged (particularly in Russia)
–– Geographic
Regional bank consolidation promising:
hotspots include the Balkans, CEE, the
Nordics, Germany and Italy –– Tobring together of complementary strengths to
achieve scale and brand differentiation
Non-state-aided and state-aided banks focusing on
core geographical markets/businesses: –– Attractive
synergies, growth targets and, ultimately,
–– Non-core
stakeholder returns
disposal programmes continue
–– Wide
Fierce competition from:
range of strategic, financial sponsor and
ultra high-net-worth/family office buyers –– Fintechs
disrupting the lending landscape, previously
dominated by established banks
Balance sheet overhauls continue:
–– Financial
sponsors fuelling the fintech fire by providing
–– NPL disposals, particularly across Italy, Spain,
lending dry powder
Ireland and the UK
–– ‘Shadow bank’ lending—non-bank financial
–– Italy
remains the most active NPL market (facilitated
intermediation has grown to c. US$184 trillion,
by the Garanzia sulla Cartolarizzazione delle
accounting for 50 percent of global financial assets
Sofferenze state guarantee scheme)
–– Financial
Mounting pressure on profitability from:
sponsors dominate the buyer universe
(including Cerberus, Loan Star and AnaCap) –– Poor trading results—clients resorting to ‘wait and
see’ in the wake of President Trump’s ongoing trade
Fintechs coming of age:
wars, economic growth concerns across Europe and
–– Fintechsexpanding repertoire of bank product/ unknown Brexit impact
service offerings (e.g., Tandem’s credit card and
–– Skittish
equity capital markets, though debt capital
fixed saver account offerings, Monzo’s business
markets show signs of buoyancy (e.g., The Co-
account offering, etc.)
operative Banks successful issue of £200 million fixed
–– Digitalbanks expanding into new geographical rate reset callable subordinated tier 2 notes due 2029)
territories (e.g., N26’s expansion into Brazil)
–– Continuing low interest-rate environment
–– Digitalbanks swelling lending firepower through
–– Increasingoperating costs (e.g., AML, anti-fraud and
successful funding rounds (e.g., N26’s US$300
IT system robustness monitoring and remediation)
million Series D round, Starling Bank’s £75 million
Series C round, OakNorth’s US$440 million Series –– Fromactivist shareholders, attracted by ‘cheap’
D round, etc.) European assets on account of Brexit and fears
concerning the Western European economy
Availability of potential buyers for non-core businesses
and NPLs (e.g., local and foreign strategic, private
equity and ultra high-net-worth individuals)
Patrick Sarch
Partner, London
Co-head of Financial Institutions
Global Industry Group
The quest to become the pan-European
champion is formally underway. Deutsche Bank’s,
UniCredit’s and ING’s rumoured courtship
of Commerzbank is only one example of
transformational deals to come.
Our M&A forecast
TRENDS TO WATCH
European banking industry in restructuring mode:
–– Attemptsto repair domestic financial High levels of M&A activity as
system vulnerabilities—possibility of contenders vie for the crown of
mega-consolidation deals
pan-European champion. Regional
–– Finding palatable and realistic solutions for
Europe’s NPL conundrum (e.g., legislative reform
and domestic bank consolidation
to facilitate NPL management) to continue as market participants
–– Flexing digital banking muscle attempt to fortify positions in
BigTech encroaching into the ‘traditional’ banking fragmented markets. Banks with
arena (e.g., Alibaba, Tencent, Apple, etc.) more robust balance sheets are
Impact of M&A on IT system robustness (e.g., still able to tap into the capital
Lloyds’s January 2019 IT outage resulted in markets and deploy resources
hundreds of thousands of unprocessed payments towards strategic expansion and
and risk of customers being repeatedly charged for
a single purchase) fintech investment.
Attorney Advertising
Banks—Publicly reported deals & situations
The Bank of England and the UK Financial Conduct Authority have signed a deal
with the European Banking Authority to share information and co-operate should
Corporate
the UK crash out of the EU with no deal in place (March 2019)
reorganisations
Market highlight: Brexit: Lloyds Banking Group
(Germany)
Financial services Citigroup (Germany)
Securing German banking licence
businesses have moved Establishment of new Frankfurt
for new Berlin-based subsidiary
broker-dealer hub (March 2019)
c. £800 billion in staff, (January 2019)
operations and other NatWest (Netherlands)
Non-Brexit:
assets to the EU27 since Transfer of £6 billion of assets and
£7 billion of liabilities to Dutch hub La Banque Postale (France)
the Brexit referendum* (February 2019) Absorption of CNP Assurances
(June 2019)
Bank of America (Ireland)
£400 million on the Abanca Corporación Bancaria
establishment of Dublin as HQ & Abanca Holding Financiero
of European banking operations (Spain)
(February 2019) Merger (June 2019)
Barclays (Ireland) Unicredit (Italy)
Transfer of £190 billion of assets Carve-out of FinecoBank
to Irish division (January 2019) (May 2019)
Deal highlight: Bank Leumi (Isreal) Société Générale (Spain)
Disposal of Bank Leumi Romania Disposal of Self Trade Bank
White & Case advised (April 2019) (February 2019)
Disposals of Diamond Bank PLC on
Diamond Bank (UK) Société Générale (Moldova)
non-core assets the disposal of its UK
Disposal of Diamond Bank (UK) Disposal of 67.85% of
banking subsidiary, Plc (April 2019) Mobiasbanca (February 2019)
Diamond Bank (UK) Plc
Bausparkasse Schwäbisch Hall ABN AMRO (Netherlands, UK
(Germany) and Germany)
Non-state-aided/backed banks: Disposal of 45% of Českomoravská Disposal of Escrow and
stavební spořitelna (April 2019) Settlement business
Deutsche Bank (Portugal)
(February 2019)
Disposal of Portuguese private Sberbank of Russia (Russia)
and commercial client business Disposal of DenizBank (April 2019) State-aided/backed banks:
(June 2019) BFF Luxembourg Bankia (Spain, Turkey)
DNB and Kommunal (Luxembourg) Disposal of 51% of Caja Granada
Landspensjonskasse gjensidig Disposal of 12.9% of Banca Vida de Seguros y Reaseguros and
forsikringsselskap (Norway) Farmafactoring (April 2019) Cajamurcia Vida y Pensiones de
Disposals of 19.8% and 10% Seguros y Reaseguros (April 2019)
Crédit Agricole (Saudi Arabia)
of Oslo Børs, respectively Disposal of 4.9% of Banque Saudi Piraeus Bank
(June 2019) Fransi (March 2019) (Greece, Bulgaria)
Nordea Bank and DNB Disposal of Piraeus Bank Bulgaria
Türkiye Cumhuriyeti Ziraat
(Estonia) (April 2019)
Bankası (Turkey)
Disposal of 60% of Luminor Bank Disposal of Ziraat Finansal Piraeus Bank (Greece, Albania)
(May 2019) Kiralama (March 2019) Disposal of 98.83% of Tirana Bank
Société Générale (Slovenia) (March 2019)
Deutsche Bank (Poland)
Disposal of SKB Banka d.d. Disposal of Polish private and Caixa Geral de Depósitos
Ljubljana, SKB Leasing and SKB commercial banking business (Portugal)
Leasing Select (May 2019) (February 2019) Disposal of stake in Inapa
(January 2019)
* Source: Financial Times (January 2019)
2Deal highlight: Eurobank Bulgaria (Bulgaria) Cerberus Capital Management
Disposal of €350 million of (Ireland)
White & Case corporate loans to EOS Matrix Consortium acquisition with
NPL/financial advised Intrum, a (April 2019) Everyday Finance of €800 million
asset Stockholm-listed credit of NPLs from AIB (April 2019)
GetBack (Poland)
management management company Disposal of PLN 400 million Hoist Finance (Poland)
backed by Nordic of NPLs to Hoist Finance Acquisition of PLN 400 million
Capital, in connection (February 2019) of NPLs from GetBack
with its €330 million State-aided/backed banks
(February 2019)
acquisition and hive- disposals: Cerberus Capital Management
down of Piraeus Bank’s Piraeus Bank (Greece)
(Spain)
debt recovery business Acquisition of €230 million
Disposal of €507 million of NPEs
of NPLs from Unicaja Banco
unit, transfer of more to Davidson Kempner Capital
(January 2019)
than 1,200 employees to Management (June 2019)
AnaCap Financial Partners
the newly independent Piraeus Bank (Greece)
(Spain)
recovery business Disposal of debt recovery
Acquisition of €100 million
business unit and securitisation of
and €28 billion NPL of NPLs from Unicaja Banco
€28 billion of NPLs (June 2019)
securitisation (January 2019)
UK Asset Resolution (UK)
Apollo Global Management
Disposal of £4.9 billion of NPLs
Deal highlight: (Greece)
issued by Northern Rock to Citi
Consortium acquisition with
White & Case advised and PIMCO (April 2019)
International Finance Corporation
Credito Fondiario and AIB (Ireland) of €1 billion of NPLs, €56 million
Fire on their acquisition Disposal of €800 million of NPLs of real estate loans and certain
to Everyday Finance (April 2019) repossessed Greek real
of a €698 million NPL
Banca Monte dei Paschi di estate assets from Alpha Bank
portfolio from Banca
Siena (Italy) (January 2019)
Monte dei Paschi di
Disposal of €698 million of NPLs Debt restructuring specialist
Siena and MPS Leasing to Credito Fondiario and Fire interest:
& Factoring (January 2019)
Intrum (Greece)
Unicaja Banco (Spain) Acquisition of Piraeus Bank’s
Deal highlight: Disposal of €230 million and debt recovery business
€100 million of NPLs to Cerberus unit and management of
White & Case advised Capital Management and AnaCap €28 billion securitised NPL
Alpha Bank on its sale Financial Partners, respectively portfolio (June 2019)
of €1 billion of NPLs, (January 2019)
Credito Fondiario (Italy)
€56 million of real Alpha Bank (Greece) Consortium acquisition with Fire
estate loans and certain Disposal of €1 billion of NPLs, of €698 million of NPLs from
repossessed Greek €56 million of real estate loans Banca Monte dei Paschi di Siena
real estate assets to a and certain repossessed Greek (January 2019)
consortium of funds real estate assets to Apollo
Availability of third-party
Global Management and
managed by affiliates International Finance Corporation
service providers:
of Apollo Global (January 2019) MBCredit Solutions (Italy)
Management and States go the extra mile for
Acquisition of €51 million of NPLs
International Finance state-aided banks:
from UniCredit (April 2019)
Corporation UK Asset Resolution issued EOS Matrix (Bulgaria)
guarantees to borrowers under Acquisition of €350 million of
loans sold to Citi and PIMCO corporate loans from Eurobank
Non-state-aided/backed banks
to ensure they are not ‘taken Bulgaria (April 2019)
disposals:
advantage of’ (April 2019)
Transworld Systems
Danske Bank (Estonia)
Acquiring debt servicing (Luxembourg)
Disposal of €410 million of
capability/capacity: Acquisition of Altisource Portfolio
Estonian private loans to AS LHV
Solutions’ financial services unit
Group (June 2019) Banca IFIS (Italy)
(March 2019)
Acquisition of FBS (January 2019)
UniCredit (Italy)
Disposal of €51 million of NPLs to Financial sponsor interest:
MBCredit Solutions (April 2019) Davidson Kempner Capital
Management (Greece)
Acquisition of €507 million
of NPEs from Piraeus Bank
(June 2019)
3Eastern German savings banks’ support for a ‘super-state bank’ championed by
the German Savings Banks Association**
Market
consolidation Deal highlight: Eurobank Ergasias (Bulgaria) Union Bank (Albania)
Acquisition of Piraeus Bank Acquisition of Banka
White & Case advised
Bulgaria (May 2019) Ndërkombëtare Tregtare
Diamond Bank PLC on (March 2019)
Expobank (Russia)
the English law aspects
Acquisition of controlling stake of OneSavings Bank & Charter
in connection with the Kurskprombank (May 2019) Court (UK)
merger between Access Merger (March 2019)
OTP Bank (Slovenia)
Bank PLC and Diamond Acquisition of SKB Banka d.d. Komercijalna Banka (Balkans)
Bank PLC to create Ljubljana (May 2019) Consortium acquisition with Balfin
Africa’s largest bank by Group of 98.83% of Tirana Bank
ForteBank (Kazakhstan)
number of customers Acquisition of Bank Kassa Nova
(March 2019)
(May 2019) Nordea (Norway)
Deal highlight: Acquisition of Gjensidige Bank
Abu Dhabi Commercial, Union
(March 2019)
National Bank & Al Hilal Bank
White & Case advised
(Abu Dhabi) Hrvatska poštanska banka &
Piraeus Bank on the sale Merger (May 2019) Jadranska banka (Croatia)
of Piraeus Bank Bulgaria Merger (February 2019)
Commercial Bank of Africa &
to Eurobank Ergasias NIC Bank (Kenya) Monobank & BRAban (Norway)
Merger (May 2019) Merger (February 2019)
Government-driven: Butterfield Bank BPER Banca (Italy)
National Bank Trust & (Channel Islands) Acquisition of 49% of Banco
Avtovazbank (Russia) Acquisition of ABN AMRO di Sardegna and Unipol Banca
Merger (March 2019) (Channel Islands) (April 2019) (February 2019)
Alfa Bank & Baltiyskiy Bank Barwa Bank & International VTB Bank (Russia)
(Russia) Bank of Qatar (Qatar) Acquisition of 96.3%
Merger (February 2019) Merger (April 2019) of Vozrozhdenie Bank
(February 2019)
Otkritie Bank & B&N Bank First Bank (Romania)
(Russia) Acquisition of Bank Leumi AIK Banka (Slovenia)
Merger (January 2019) Romania (April 2019) Acquisition of majority of
Gorenjska Banka (February 2019)
Regional/Domestic OTP Bank (Albania)
consolidation: Acquisition of 88.89% of OTP Bank (Moldova)
Banka Société Générale Albania Acquisition of 67.85% of
Československá obchodní (April 2019) Mobiasbanca (February 2019)
banka (Czech Republic)
Acquisition of remaining 45% Intesa Sanpaolo & Banca Idea Bank & Getin Noble Bank
of Českomoravská stavební Apulia (Italy) (Poland)
spořitelna (June 2019) Merger (March 2019) Merger (January 2019)
Bankinter (Spain) Regional/domestic DSK Bank (Bulgaria)
Acquisition of Evo Banco Spanish consolidation (continued): Acquisition of 99.74% of
banking operations (June 2019) Société Générale Expressbank
Saudi British Bank & Alawwai
(January 2019)
Bank Millennium (Poland) Bank (Saudi Arabia)
Acquisition of Euro Bank Merger (March 2019) GS Banque & Banca Arner
(May 2019) (Switzerland)
Access Bank & Diamond Bank
Merger (January 2019)
KCB Group & National Bank of (Nigeria)
Kenya (Kenya) Merger (March 2019) Aareal Bank (Germany)
Merger (May 2019) Acquisition of Düsseldorfer
Achmea Bank (Netherlands)
Hypothekenbank (January 2019)
OTP Bank (Montenegro) Acquisition of part of the
Acquisition of 90.56% of Société banking operations of ASR Bank
Générale banka Montenegro (March 2019)
(May 2019)
** Source: SNP (February 2019)
4Bank of America (Spain) Emirates NBD Bank (UAE, Turkey)
Strategic Acquisition of 7.789% of Liberbank (May 2019) Acquisition of DenizBank (April 2019)
M&A—signs of
cross-border
deals returning
Please refer to the ‘Fintech’ report in this series.
Fintech
investment
Deal highlight: Blackstone Insight Venture Partners
Wide investor Acquisition of 60% of Luminor Participation in successful
universe White & Case advised Bank (May 2019) US$300 million Series D funding
SoftBank Vision Fund round for N26 (January 2019)
Merian Global Investors
on its US$800 million
Participation in successful Ultra high-net-worth/Family
equity investment £75 million Series C funding round offices/Private investment
in Greensill, which for Starling Bank (February 2019) groups:
specialises in alternative SoftBank Vision Fund Sanjeev Gupta’s GFG Alliance
supply chain funding to Participation in successful Acquisition of Diamond Bank (UK)
corporates, the largest US$440 million Series D Plc (April 2019)
European fintech funding round for OakNorth
Hikmat Ismayilov
investment to date (February 2019)
Acquisition of 99.64% of AFB
Warburg Pincus Bank of Azerbaijan (February 2019)
Acquisition of Self Trade Bank
Venture capital/Private equity: Balfin Group
(February 2019)
Consortium acquisition with
SoftBank Vision Fund Duet Group Komercijalna Banka of 98.83% of
US$800 million equity investment Acquisition of ABLV Bank Tirana Bank (January 2019)
in Greensill Bank (May 2019) Luxembourg (January 2019)
5The Financial Stability Board cited Alibaba, Apple, Amazon and Tencent as being
able to exploit their troves of data and massive customer bases to quickly
Fierce
expand banking offerings***
competition
Shadow banking grew for the sixth consecutive year to account for almost
50 percent of total global financial assets****
Deal highlight: Starling Bank Bynk
Successful £75 million Series Successful €48 million Seed
White & Case advised
C funding round, led by Merian funding round, led by LMK
SoftBank Vision Fund Global Investors (February 2019) Industri (February 2019)
on its participation in
OakNorth Viola Black
the successful US$440 Successful US$440 million Series Launch of account and prepaid
million Series D funding D funding round, led by SoftBank cards (January 2019)
round for OakNorth, Vision Fund (February 2019)
New entrants:
a unicorn UK bank Monzo
Orange
for SMEs providing Beta testing of business account
CEE digital payment and banking
business and property offering (February 2019)
JV with Wirecard (May 2019)
loans Tandem
T-Mobile
Launch of credit card and
T-Mobile Money checking account
fixed saver account offerings
‘Challenger’ banks/lenders: JV with BankMobile (April 2019)
(January 2019)
Marcus Raisin
First signs—survival of the
Launch of new UK savings Acquisition of MHB-Bank
fittest:
products in partnership with Saga (March 2019)
(June 2019) Tesco Bank
Chetwood Financial
Withdrawal from UK mortgage
Greensill Grant of UK banking licence
market (May 2019)
Successful US$800 million (January 2019)
early-stage funding round, by Fintech:
First signs—survival of the
SoftBank Vision Fund (May 2019) Amaiz fittest:
Masthaven Launch of banking app for UK
Tesco Bank
Minority equity investment by ‘solopreneurs’ (June 2019)
Withdrawal from UK mortgage
Värde Partners (April 2019) Pixpay market (May 2019)
Klarna Bank Successful €3.1 million Venture
Successful US$93 million funding round led by Global
late-stage funding round, with Founders Capital (May 2019)
participation from Sequoia Capital, Revolut
Permira, Otiva and Northzone Launch of Group Vaults savings
(April 2019) product (May 2019)
N26 iwoca
Expansion into Brazilian Successful £150 million Series D
banking market and successful funding round (led by Augmentum
US$300 million Series D Fintech) and £7 million equity
funding round (led by Insight investment from Augmentum
Venture Partners and GIC) Fintech (January–February 2019)
(January–February 2019)
*** Source: Bloomberg (February 2019)
**** Source: SNP (February 2019)
6Market highlight: Société Générale
(Digital banking)
UK challenger banks Hybrid cloud strategy JV between
Incumbents have clawed barely Boursorama and IBM (April 2019)
strike back any market share from
RBS (Digital consumer
against the the Big 4, which still
‘challengers’ banking)
control 75 percent of Launch of Bó (April 2019)
the current account
market*****
Deutsche Bank/Cerberus Barclays/Sherbourne Nordea/Cevian Capital
Encouraging governance Wielding 5.5% equity stake to Wielding 2.3% equity stake
changes including Chairman demand board clear-out and to oust incumbent chairman
Rise of the Paul Achleitner’s early retirement non-executive director position (February 2019)
activist investor (May 2019) (January–March 2019)
Swedbank/Alecta & AP1 Metro Bank/Hound Partners
Dismissal of Birgitte Bonnesen Wielding 5.05% equity stake to
as CEO amidst AML scandal recover from RWA accounting
(April 2019) scandal (February 2019)
***** Source: The Times (March 2019)
7Patrick Sarch Jan Jensen Darragh Byrne
Partner, London Partner, Stockholm Partner, Stockholm/Frankfurt
Co-head of Financial Institutions EMEA Private Equity Group EMEA M&A Group
Global Industry Group T +46 8 506 32 375 T +49 69 29994 1433
T +44 20 7532 2286 E jan.jensen@whitecase.com E darragh.byrne@whitecase.com
E patrick.sarch@whitecase.com
Martin Järvengren Dr. Lutz Krämer
Prof. Dr. Roger Kiem Partner, Stockholm Partner, Frankfurt
Partner, Frankfurt EMEA M&A Group EMEA M&A Group
Co-head of Financial Institutions T +46 8 506 32 371 T +49 69 29994 1132
M&A Group E martin.jarvengren@whitecase.com E lutz.kraemer@whitecase.com
T +49 69 29994 0
E roger.kiem@whitecase.com Henrik Wireklint Dr. Jost Kotthoff
Partner, Stockholm Partner, Frankfurt
Ashley Ballard EMEA M&A Group EMEA Intellectual Property Group
Partner, London T +46 8 506 32 331 T +49 69 29994 1275
EMEA M&A Group E henrik.wireklint@whitecase.com E jkotthoff@whitecase.com
T +44 20 7532 2128
E aballard@whitecase.com Stuart Willey Franck De Vita
Partner, London Partner, Paris
Guy Potel EMEA Financial Regulatory Group EMEA Private Equity Group
Partner, London T +44 20 7532 1508 T +33 1 55 04 15 75
EMEA M&A Group E swilley@whitecase.com E fdevita@whitecase.com
T +44 20 7532 1969
E guy.potel@whitecase.com Jonathan Rogers Hugues Mathez
Partner, London Partner, Paris
Hyder Jumabhoy EMEA Financial Regulatory Group EMEA M&A Group
Partner, London T +44 20 7532 2163 T +33 1 55 04 15 10
EMEA M&A Group E jonathan.rogers@whitecase.com E hmathez@whitecase.com
T +44 20 7532 2268
E hyder.jumabhoy@whitecase.com Pratin Vallabhaneni
Partner, Washington DC
Daniel Turgel US Bank Advisory Group
Partner, London T +1 202 626 3596
EMEA M&A Group E pratin.vallabhaneni@whitecase.com
T +44 20 7532 2402
E daniel.turgel@whitecase.com Howard Wettan
Partner, Silicon Valley
Emmie Jones US M&A Group (Sourcing & Technology)
Partner, London T +1 650 213 0354
EMEA Private Equity Group E howard.wettan@whitecase.com
T +44 20 7532 1727
E emmie.jones@whitecase.com
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