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IPO proposal a milestone in bank's recovery

Butterfield Bank's filing for a proposed initial public offering in the US is the latest milestone on the bank's recovery from the global financial crisis.

At a meeting later this month shareholders will hear details and vote on a reverse share split and amendments to the bank's bylaws. The shareholders will not vote on the IPO itself..

The total size of the proposed IPO has not been revealed, however a guideline number in the filing document with the US Securities and Exchanges Commission indicates a maximum aggregate offering price of $100 million.

The momentum to steer the bank towards an international stock market listing can be traced back to the turmoil of the financial crisis of 2008-09.

At that time the bank had to write-off hundreds of millions of dollars of soured investments linked to US residential mortgages.

In 2009, Butterfield managed to stabilise its business with a $200 million preference share issuance, which was guaranteed by the Bermuda Government.

As the bank restructured and “de-risked” its balance sheet, there was a further cash injection from investors in 2010, led by the Carlyle Group and the Canadian Imperial Bank of Commerce. A total of $550 million of common equity was raised. A rights offering of $130 million allowed pre-transaction shareholders to help recapitalise the company, reducing the outside investors' total investment to $420 million.

The arrival of the Carlyle Group was significant in moving the bank onto the path towards an IPO. Carlyle has taken many of its portfolio companies public since its founding in 1987.

And in a statement last week, when it announced the proposal to list its shares on the New York Stock Exchange, Butterfield Bank said: “Under the terms of the Investment Agreement dated 2 March 2010 and entered into between affiliates of the Carlyle Group and the bank, the bank agreed to use commercially reasonable efforts to list the bank's ordinary shares on an international stock exchange within a specified time period.”

In an interview with The Royal Gazette in February, Michael Collins, Butterfield's chief executive officer, spoke about the bank exploring the possibility of a New York Stock Exchange listing.

“It's one way to get greater liquidity for our shareholders,” he said.

Butterfield Bank's shares trade on The Royal Gazette/BSX Index. The bank intends to maintain that listing alongside any secondary overseas listing.

While the global financial crisis brought the bank to its knees, the injection of liquidity from investors, together with subsequent restructuring, have helped Butterfield navigate its way to recovery.

In 2010, the bank sold $820 million of asset-backed securities to cleanse its investment portfolio. Its operations in Hong Kong and Malta were sold, followed in 2012 by its Barbados operations.

Two years ago, the bank bought the Legis Group Holdings' Guernsey-based trust and corporate services business, and a “significant portion” of HSBC's corporate and retail banking business in the Cayman Islands.

This year, Butterfield started to wind down its British operations. It intends to exit private banking and asset management operations in Britain, while retaining its high net worth mortgage lending business.

In April, the bank completed the acquisition of HSBC Bermuda's trust business and private banking investment management operations, which added $1.6 billion of deposits to the bank's balance sheet.

Butterfield now has a 39 per cent market share of Bermuda dollar deposits and a 36 per cent market share of island loans.

Last year, just over half of its net revenue was attributable to its Bermuda operations, with Caymans accounting for 28 per cent, Guernsey bringing in 11 per cent, and the rest coming from other jurisdictions.

As of June 30, Butterfield's balance sheet featured $11.6 billion of total assets, $10.1 billion in customer deposits, $3.9 billion in loans, and shareholders' equity of $815.9 million. Its total capital ratio was 18.9 per cent, well above the regulatory requirement of 14.4 per cent.

The combination of cutbacks, restructuring, recapitalising, and strategic sales and acquisitions, have lifted Butterfield clear of the troubles it encountered in 2008-09.

Now it is a few steps away from a possible NYSE listing, a similar path taken by its younger competitor, the former Bank of Bermuda, in 2002.

Bank of Bermuda traded on the Nasdaq for 18 months before it was snapped up by global banking giant HSBC. At the time the Bermudian bank controlled almost $12 billion in assets.

For Butterfield, listing its stock on the NYSE would make it easier for shareholders to enter and exit positions.

Last year, Canadian Imperial Bank of Commerce, one of the major investors of 2010, exited its 19 per cent stake. Butterfield paid $120 million to buy back 80 million shares for cancellation. The Canadian bank's remaining 23 million shares were taken by the Carlyle Group and subsequently sold to exiting shareholders.

Carlyle's involvement in the bank was originally expected to last between five and seven years, however its investment is now held in a fund featuring a ten-year investment.

Butterfield currently has six primary shareholders. Entities affiliated with the Carlyle Group hold 22.7 per cent of the bank's common shares, with the majority of these owned by Caryle Global Financial Services Partners. The other primary shareholders, each holding between 5 and 8 per cent of the common shares, are Ithan Creek Master Investors (Cayman), Rosebowl Western, Nicholas Roditi, the Government of Bermuda Contributory Pension Plans, and Wyndham Holdings.

The bank's shares have climbed 27 cents, or 16 per cent, since news of the proposed IPO was announced on August 4. Yesterday, the shares closed at $1.95 on the local exchange.

To meet the New York Stock Exchange's requirement that IPO shares must have a minimum initial trading price of $4. Butterfield is proposing a ten-for-one reverse share split. Shareholders will receive one share for every ten they currently hold.

A special general meeting of shareholders will take place on August 30 at the Hamilton Princess. The meeting will present shareholders with two proposals being put forward by the bank “in contemplation of a New York Stock Exchange listing of the banks voting ordinary shares”.

Both proposals will be voted on. The first is for the ten-for-one reverse share split, while the second calls for amendments to the bank's by-laws that will, among other things, address changes in the Companies Act 1981.

In a statement last week, the bank said: “The proposed offering will be made only by means of a prospectus filed with the SEC.

“This announcement does not constitute a prospectus and is not an offer to buy any securities of Butterfield nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.”

The bank said a registration statement, including a prospectus, relating the ordinary voting shares has been filed with the SEC, but has not yet become effective.

The Royal Gazette was unable to obtain further comment on the proposed IPO as the bank, having filed its F-1 document with the US Securities and Exchange Commission, is now following SEC protocols and operating under “quiet period” requirements.

UPDATE: This article has been amended. An earlier version reported that shareholders would hear details of the IPO and then vote on it. Shareholders will only vote on the reverse stock split and amendments to the bank's bylaws as detailed in the proxy statement. The bank is not seeking approval of shareholders for the IPO itself.

Further reach: Butterfield Bank will be following in the footsteps of the former Bank of Bermuda if goes ahead with a proposed US IPO and lists on the New York Stock Exchange

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Published August 12, 2016 at 9:00 am (Updated August 11, 2016 at 8:12 pm)

IPO proposal a milestone in bank's recovery

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