Friday, June 1, 2012

Reuters: Mergers News: TEXT-S&P revises Trustmark Corp outlook to negative

Reuters: Mergers News
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TEXT-S&P revises Trustmark Corp outlook to negative
Jun 1st 2012, 18:25

Fri Jun 1, 2012 2:25pm EDT

  Overview          -- Trustmark Corp. has agreed to acquire BancTrust Financial Group   in an all-stock transaction valued at approximately $55.4 million.  Trustmark also intends to repurchase the $50 million of preferred stock and  associated        warrant BancTrust had issued to the U.S. Treasury once the transaction has        closed.        -- The transaction will materially lower Trustmark's capital ratios and      could create integration and operational risks.        -- As a result, we revised our rating outlook on Trustmark and its           principal banking subsidiary, Trustmark National Bank, to negative from           stable. At the same time, we affirmed our 'BBB+' and 'A-' long-term issuer        credit ratings on Trustmark and Trustmark National, respectively.              -- The negative outlook reflects the heightened probability that we could    lower our forecast below the 10% minimum required for a "strong" capital and      earnings assessment or lower our risk position score to below the "adequate"      level.              Rating Action     On June 1, 2012, Standard & Poor's Rating Services revised its rating outlook     on Trustmark Corp. (Trustmark) and its principal banking subsidiary, Trustmark    National Bank, to negative from stable. At the same time, Standard & Poor's       affirmed its 'BBB+' and 'A-' long-term issuer credit ratings on Trustmark and     Trustmark National, respectively.                   Rationale         The outlook revision mostly reflects our view of the BancTrust acquisition's      negative effect on Trustmark's capital. Trustmark estimates that its Tier 1       risk-based capital ratio will be 12.2% when the BancTrust acquisition closes      in fourth-quarter 2012, down roughly 270 basis points from 14.9% as March 31,     2012. We expect a similar decrease in our risk-adjusted capital (RAC) ratio of    12.1% (as of year-end 2011), which we view as "strong" (as our criteria define    the term).                  We believe that the bank will be able to generate enough capital through          earnings to raise its RAC ratio to more than 10% as of year-end 2013. However,    the acquisition has weakened the bank's capital cushion, and we believe there     is a significantly higher probability that we could lower our capital and         earnings assessment in the future because of higher-than-expected losses or       additional acquisitions. Trustmark's management has reiterated its intention      to continue evaluating additional acquisition opportunities as they arise.                  We view the acquisition as a mild positive to Trustmark's business position,      but it does not change our "adequate" assessment. BancTrust will provide          Trustmark an entry into the Alabama market, and the acquisition builds on         Trustmark's existing franchise in the Florida Panhandle.                    BancTrust has $1.7 billion in deposits, with decent share in a handful of         markets. We believe that Trustmark will be able to increase and optimize          BancTrust's $1.7 billion high-cost deposit base (including roughly 50% of time    deposits) and lower the deposit costs, which are currently 60% higher than        Trustmark's. BancTrust's marked loan portfolio totaled $1.3 billion as of         March 31, 2012, and represented a mix of commercial real estate, commercial       and industrial, one- to four- family residential, and construction, land, and     development. Trustmark projects that BancTrust will contribute $20 million of     net income in 2013 (Trustmark generated $107 million of net income in 2011),      assuming cost savings of 25% of core noninterest expense.                   We don't believe the acquisition will materially weaken Trustmark's "adequate"    risk position. However, we recognize the integration risk associated with a       large acquisition. Furthermore, BancTrust has had asset quality issues during     the past few years, illustrated most recently by the $50 million loss incurred    in fourth-quarter 2011. However, we believe that the write-downs on BancTrust     loan portfolio are conservative, at roughly 17% of total loans and other real     estate owned. In addition, Trustmark has conducted a comprehensive review of      an extensive selection of loans, including 97% of nonaccruals. The bank also      has experience working out BancTrust's most troubling loan exposure:      construction loans in the Florida Panhandle.                Outlook   The negative outlook reflects the heightened probability that, as a result of     adverse economic conditions or additional acquisitions, we could lower our RAC    forecast on Trustmark below the 10% minimum required for a "strong" capital       and earnings assessment or lower the bank's risk position score to below the      "adequate" level. If that were to occur, we could lower the ratings. However,     if Trustmark builds its RAC to well more than 10%, and its credit quality were    to improve (with nonperforming assets falling to about 1.0%) in a sustainable     way, we could raise our risk assessment to "strong" and thereby raise the         ratings.                    Ratings Score Snapshot    Issuer Credit Rating          A-/Negative/A-2     Bank Holding Company Rating   BBB+/Negative/A-2             SACP                          a-           Anchor                       bbb+         Business Position            Adequate (0)         Capital and Earnings         Strong   (+1)        Risk Position                Adequate (0)         Funding and Liquidity        Average and Adequate (0)              Support                       0    GRE Support                  0    Group                        0    Sovereign Support            0             Additional Factors            0             Related Criteria And Research          -- Banking Industry Country Risk Assessment Methodology And Assumptions,     Nov. 9, 2011           -- Banks: Rating Methodology And Assumption, Nov. 9, 2011         -- Bank Hybrid Capital Methodology And Assumptions, Nov. 1, 2011               Ratings List      Ratings Affirmed; CreditWatch/Outlook Action                                              To                 From   Trustmark Corp.    Counterparty Credit Rating             BBB+/Negative/A-2  BBB+/Stable/A-2                  Trustmark National Bank    Counterparty Credit Rating             A-/Negative/A-2    A-/Stable/A-2                    Ratings Affirmed          Trustmark National Bank    Subordinated                           BBB+                                Complete ratings information is available to subscribers of RatingsDirect on      the Global Credit Portal at www.globalcreditportal.com. All ratings affected      by this rating action can be found on Standard & Poor's public Web site at        www.standardandpoors.com. Use the Ratings search box located in the left          column.  
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