Rethinking M&A? Michael M. Bell, Esq.

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1 Rethinking M&A? Michael M. Bell, Esq. (248) Disclaimer: This presentation does not constitute legal advice or a legal opinion on any matter discussed. This presentation is for educational purposes only. If you have a specific legal question, please consult with an attorney of your own choice.

2 Follow the Rules 2 Complexity is your enemy. Any fool can make something complicated. It is hard to make something simple -Richard Branson

3 What are Banks Doing? 3

4 Flat Lined Activity 4 *Graph courtesy of The Review of Banking & Financial Services, Vol. 29, June 2013, Page 77.

5 Bank News The year of Banking M & A? Executives believe there will be less consolidation and more regulation 2014 Dithering Dealmaking Could be Deadly Long Summer of Legal Woes Ahead M&A is on Pace for Best Year Since 2008

6 6

7 7

8 Bank Types / Size 8 1. Big Banks 2. Regional Banks 3. Community Banks What is a small bank?

9 The Facts 9 6,800* 828 Must 573 Should Troubled or Tired? *Numbers are approximate.

10 What are Credit Unions Doing? 10

11 CU Non-Organic Growth Strategy 1. CU to CU Deals 2. Assisted Deals 3. Bank Branch Deals 4. EVERYTHING ELSE Deals!

12 What We Have Done 12

13 What We Have Done 13 UFCU $1.6b buys GSB $81m GFA $429m buys MSB $83m MECU $1.2b buys AB $61m FSCU $260m buys FR $23m FSCU $260m buys FSB $17m BCU $1.1b buys MAF ACU $1.1b merges CB $165m More to come.

14 Litmus Test 14 Safety and Soundness FOM Impermissible Assets MODELS I LIKE -The Ratio -The Pro Forma -The De Novo

15 So What Is This? 15 Merger Purchase & Assumption A little of both

16 *I am NOT an Accountant* 16 ACCOUNTING -Profit from Day ONE -Purchase and Acquisition Accounting -Market to Market -What about Goodwill?

17 We have a GREAT story 17

18 18

19 19

20 READY, SET, GO! 20

21 Low Risk - Stages Develop a List of 10 +/- Targets 2. Initial Contact 3. NDAs 4. Quick Discussions Price and Culture 5. LOI 6. Due Diligence 7. Definitive Agreement

22 22 Michael M. Bell, Esq. Howard & Howard Attorneys PLLC 450 West Fourth Street Royal Oak, MI

23 Built on a legacy that spans over 145 years, Howard & Howard provides specialized legal services to businesses and business owners. We take the time to understand your goals and we do what it takes to help you reach them. With over 135 attorneys in 5 offices, our results-oriented approach is a beacon for business owners in search of intelligent counsel they can trust. More than one-third of our lawyers had business careers before choosing to become lawyers, which means we have more lawyers with first-hand business experience than other firms our size. In fact, we operate our firm as a business. That perspective is valuable to our clients--coming from business makes working for business second nature to us. This is what sets Howard & Howard apart from a generalist law firm, and what elevates us to the level of trusted legal and business advisor for each client. We understand what you need for your business: responsive, results-oriented advisors Howard & Howard Attorneys

24 Office Locations 24 ANN ARBOR, MI One North Main Building, Suite North Main Street Ann Arbor, MI Phone: (734) CHICAGO, IL 200 South Michigan Avenue Suite 1100 Chicago, IL Phone: (312) PEORIA, IL One Technology Plaza, Suite Fulton Street Peoria, IL Phone: (309) ROYAL OAK, MI Headquarters 450 West Fourth Street Royal Oak, MI Phone: (248) LAS VEGAS, NV Wells Fargo Tower, Suite Howard Hughes Parkway Las Vegas, NV Phone: (702)

25 Creativity. Results. Practicality. Solutions. Words that define not only successful businesses, but also the law firm that represents them. Howard & Howard is the law firm businesses use because our vision of success isn t lavishly decorated offices. The attorneys at Howard & Howard use a different measure.

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