VOL. 127 | NO. 24 | Monday, February 06, 2012
Magna Bank Moves to Become Private
By Andy Meek
Magna Bank is taking steps to become a private banking company.
The Memphis-based bank, which is currently a public company and as such makes certain quarterly and annual financial information publicly available, has scheduled a special meeting of its stockholders for March 26. On the agenda is approval that’s being sought from shareholders to reclassify certain shares of the bank’s common stock and to convert from a federal savings bank to a state banking corporation.
Among the many benefits the bank believes it will derive from the reorganization, Magna’s Chairman, President and CEO Kirk Bailey said the cost savings will easily top six figures.
“Not being a public company saves us in operating expenses with external auditors, filing fees, etc., about $175,000 per year,” he said in an email. “We are a public company because we currently have over 300 common shareholders. The (U.S. Securities and Exchange Commission) mandates any company with over 300 shareholders as a public company, and after the reclassification we will have less than 300 common shareholders.”
In a regulatory filing spelling out the reasons for the move, the bank said it believes the change also will allow management to steer greater resources toward serving customers and focus on the business of banking.
“With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Magna’s primary federal regulator, the Office of Thrift Supervision, was abolished and the functions of the Office of Thrift Supervision were assumed by the Office of the Comptroller of the Currency, the regulator for national banks,” the filing reads. “Given the transition required by Dodd-Frank, the board of directors determined that this was an appropriate time to evaluate the charter alternatives available for Magna.
“Based on this evaluation, the board has determined that converting to a state banking corporation is most compatible with Magna’s structure and business objectives.”
After the restructuring, Magna believes it can eliminate a competitive advantage some area banks have over it because the move will reduce the amount of strategic information and other data that Magna makes available, which competitors can analyze.
Besides direct costs, Magna incurs “substantial indirect costs” in management time spent on securities compliance activities. The bank estimates management and staff currently spend an average of about 20 man-days per quarter on activities directly related to compliance with federal securities laws.
Those compliance tasks include “preparing and reviewing Exchange Act-compliant financial statements and periodic reports, maintaining and overseeing disclosure and internal controls, monitoring and reporting transactions and other data relating to insiders’ stock ownership, and consulting with external auditors and counsel on compliance issues,” according to the bank.
After the restructuring, Magna will continue to file quarterly financial reports with the Federal Financial Institutions Examination council. The bank also will make available its annual audited financial statements on its website.
“However, the information that will be publicly available will be less detailed than the Form 10-K’s and 10-Q’s we have previously filed under the Exchange Act,” the bank wrote in its recent filing.