TRUTH IN MERGERS - National Credit Union Administration
T
RUTH IN MERGERS:
A Guide for Merging Credit Unions
NATIONAL CREDIT UNION ADMINISTRATION
Trends in Credit Union
Mergers
Benefits: When is a
merger in the credit
union¡¯s best interest?
Warning Signs: When is
a merger necessary?
Best Practices for
Merging Credit Unions
NCUA Resources
Truth in Mergers:
A Guide for Merging Credit Unions
Contents
Preface ........................................................................................... 1
Overview......................................................................................... 2
Voluntary Mergers ....................................................................... 2
Involuntary Mergers .................................................................... 4
Trends in Credit Union Mergers ................................................... 6
Findings ........................................................................................ 8
Benefits: When is a Merger in
the Credit Union¡¯s Best Interest? ............................................... 10
Maximizing the Benefits: Negotiating Terms ......................... 11
Warning Signs: When is a Merger Necessary?......................... 13
Best Practices for Merging Credit Unions ................................ 15
NCUA Resources......................................................................... 22
NCUA
i
Truth in Mergers:
A Guide for Merging Credit Unions
Preface
This brochure has been prepared by NCUA¡¯s Office of Small Credit Union
Initiatives (OSCUI) as a resource to help credit unions:
¡ö Understand trends in credit union mergers.
¡ö Determine when a merger is in their best interest or, in the worst case,
necessary to continue operations.
¡ö Negotiate a merger agreement that best serves the merging credit union¡¯s
interests.
NCUA¡¯s Credit Union Merger and Conversion Manual provides detailed
information about how to conduct a merger once that course of action has
been decided upon. The manual is available at .
NCUA
1
Truth in Mergers
OSCUI
Overview
Mergers between credit unions are commonplace in the industry today. Like any
business or financial institution, credit unions can merge as part of a business
growth strategy and can consider mergers or merger partners as part of an
ongoing strategic planning process. And like all businesses and institutions,
mergers can be successful or unsuccessful.
Voluntary Mergers
The vast majority of mergers are initiated and approved by a credit union¡¯s board
and membership. Only 9 percent of mergers that occurred between January 1,
2012 and June 30, 2013 involved NCUA as a conservator or liquidator.
Typically, a merger between credit unions is structured as follows: Credit Union
A assumes the assets (loans, investments, equipment, buildings, etc.) and
liabilities (shares, payables, etc.) of Credit Union B. Credit Union A is the credit
union that will continue after the merger (the ¡°continuing¡± credit union); Credit
Union B (the ¡°merging¡± credit union) is merged into Credit Union A and will not
exist after the merger. The charter of the continuing credit union is amended to
include the groups formerly served by the merging credit union.
Credit unions in sound financial condition are in a better position to engage
in a merger that has positive outcomes. NCUA does not endorse mergers,
but agency studies have shown that mergers undertaken proactively by credit
unions in sound financial condition have better outcomes for the credit unions
involved and their members.
2
NCUA
Truth in Mergers
OSCUI
A Merger Between Two Credit Unions
1 Finding a Partner
Credit Union A
Credit Union B
(¡°surviving¡± credit union)
(¡°merging¡± credit union)
Using professional contacts and
NCUA resources, credit unions
identify potential merger partners
2 Negotiating the Contract
Merging credit unions may want to negotiate such issues as:
? Maintaining branches, ATMs, and ? Obtaining board or committee
seats for merging credit union¡¯s
other services to members
officials
? Retaining staff or providing
bonuses or severance
? Issuing a bonus dividend or rebate
3 Finalizing the Transaction
NCUA will consider the merger proposal, focusing on the credit
unions¡¯:*
? Charter types (federal, state,
? Number of primary potential
members
uninsured)
? Fields of membership (single
? Financial condition
SEG, multiple SEG, community)
If the proposal is approved, the merging credit union may need
to hold a membership vote.
The ¡°Surviving¡±
Credit Union
A
* Situation-specific requirements and forms can be found in NCUA¡¯s Credit Union Merger and Conversion Manual.
3
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