The Carlyle Group is among several firms to invest a total of $550 million of new equity into Butterfield, a Bermuda-based community bank and provider of specialised international financial services. Other participants include Canadian Imperial Bank of Commerce, the Wellcome Trust, The Bermuda Government Pension Funds, Julian Robertson and Goshen Investments.
The Bank of N.T. Butterfield & Son Limited (“Butterfield” or the “Bank”) announced today that funds affiliated with The Carlyle Group (“Carlyle”), Canadian Imperial Bank of Commerce (“CIBC”) and other institutional investors have invested $550 million in new Butterfield equity. Other investors include the Wellcome Trust, The Bermuda Government Pension Funds, Julian Robertson, and Goshen Investments, LLC. As part of the transaction, existing Butterfield shareholders will have the right to participate in a rights offering, proceeds of which will be used to buy back some of the newly issued shares.
The new equity capital is part of a comprehensive plan to increase capital and remove risk from the Bank’s balance sheet. In addition, the new capital provides flexibility to restructure Butterfield’s investment portfolio, decrease volatility in the Balance Sheet, and maintain capital ratios well in excess of regulatory requirements. The transaction closed 2 March 2010.
Butterfield also announced that Bradford Kopp, most recently Executive Vice President and Chief Financial Officer, has been appointed President, Chief Executive Officer and Director, succeeding Alan Thompson, who has retired from the Bank.
Butterfield today reported an audited net loss for the full year ended 31 December 2009 of $213.4 million, or $2.34 per fully diluted share, compared to audited net income of $4.8 million, or $0.05 per fully diluted share, in 2008. These losses resulted from a write-down of primarily mortgage-backed securities and substantially higher commercial loan loss provisions. Butterfield may incur a further loss in the range of $150 million to $175 million in the first quarter of 2010 related to the investment portfolio restructuring, at which point the balance sheet would be substantially de-risked. A discussion of Butterfield’s 2009 financial results follows later in this release.
Butterfield also announced that it has suspended dividend payments on its common shares until the Bank returns to a position of sustainable profitability.
“The Board and Management decided to seek the capital to allow us to get the potential effects of our problematic assets behind us and to continue to comply with increasing regulatory requirements for common equity capital,” said Butterfield Chairman Robert Mulderig. “We considered a range of alternatives. Foremost in our minds was the need to preserve and maximise value for our shareholders. But we also gave deep thought to the impact of the alternatives on our entire company.”
Mr. Mulderig continued, “The transaction we announced today with Carlyle, CIBC and other prominent investors is a strong vote of confidence in the future of Butterfield and we believe represents the best value for shareholders amongst the alternatives considered. Our new shareholders are world-class investors and bankers. The Carlyle Group is one of the world’s leading private equity firms, with $88 billion under management, and is widely respected for helping to increase the value of the companies in which it invests. CIBC is a leading North American financial institution with strong and successful retail banking, wealth management and wholesale banking businesses that serve nearly 11 million clients.”
Butterfield President and Chief Executive Officer Bradford Kopp said, “I am pleased to accept the appointment as President and Chief Executive Officer and I am excited about Butterfield’s future. Raising capital allows us to eliminate the distraction of under-performing assets and to realise the enormous potential of the Butterfield franchise by pursuing our strategic plan and focusing on our core competencies: banking, wealth management and fiduciary services. We enjoy leading market shares in Bermuda, Cayman and our other key markets. Our balance sheet and fee-based businesses are poised to benefit from rising rates and a market recovery, which we fully expect. And with a restructured investment portfolio and substantially less risk on our balance sheet, we look to the future with confidence.
“From this transaction, the Bank will acquire the new capital it needs to leverage our solid business model and return Butterfield to the path of earning attractive returns for our shareholders. Our shareholders will retain an ownership interest in the recapitalised bank – and indeed have the opportunity to increase that ownership – and we believe they will see the value of that stake increase over time.
“We are proud that we will continue to be an independent, Bermuda-based organisation. As always, our communities and customers will receive the services of a locally based, locally focused bank and we are pleased that our 152-year tradition will continue.”
Strengthening the Balance Sheet
Under the terms of the investment agreements, Carlyle and CIBC have purchased approximately $150 million each of common and mandatorily convertible preference shares, and the other investors collectively have purchased an additional $250 million of common shares and mandatorily convertible preference shares at a price of $1.21 per share for both the common and preference shares. The $1.21 per share purchase price represents a 27% premium over pro-forma 31 December 2009 book value per share. Butterfield’s current shareholders (excluding the new investors and certain shareholders located in the United States) will be permitted to subscribe on a pro rata basis to an offering in which they will have the right to invest an additional $130 million in common shares at the same $1.21 per share price as the new investors. In addition to the common shares, the rights offering includes Contingent Value Preference Shares, which will be convertible into common shares and would serve to enhance the value of current shareholders’ interests based on the performance of certain assets. The rights will be fully transferrable and listed on the Bermuda Stock Exchange. Proceeds from the rights offering will be used to repurchase shares of certain new institutional investors. If the rights offering were to be fully subscribed, the resulting aggregate ownership interest in Butterfield of current shareholders (excluding the new investors) would be approximately 37%. Neither Carlyle nor CIBC will own more than 22.8% of Butterfield. The $550 million total amount of new equity represents 82.5% of the pro-forma ownership of Butterfield; this percentage will be reduced based on the results of the rights offering.
In order to complete the transaction announced today, Butterfield received an exemption from the Bermuda Stock Exchange with respect to the requirement of a shareholder vote.
The common shares and the contingent value preference shares offered to Butterfield’s shareholders in the rights offering have not been and will not be registered under the US Securities Act of 1933, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
On a pro-forma basis, as at 31 December 2009, and including the potential loss in the first quarter, the issuance of the common and preferred equity would have raised Butterfield’s Tier 1 capital ratio to 13.5% and its total capital ratio to 18.7%. At 31 December 2009, total pro-forma shareholders’ equity was $725 million.
Olivier Sarkozy, Carlyle Managing Director and Head of the Financial Services team, said, “This capital gives Butterfield the flexibility under a new Chief Executive Officer to restore the confidence and discipline that have been the hallmarks of this storied institution since its founding in 1858. We look forward to a long and productive relationship with Butterfield as it reaffirms and fulfills its commitment to the communities in which it operates.”
Gerald T. McCaughey, President and Chief Executive Officer of CIBC, commented, “We see this investment as having good potential for growth. Butterfield has strong market positions in Bermuda and the Cayman Islands as well as operations in seven other jurisdictions. As a result of the recapitalisation, we and our partner investors believe that Butterfield will continue to be a leading financial institution for its clients and will provide continued value for its shareholders.”
In addition, CIBC has provided Butterfield with a commitment letter for a line of credit of up to $500 million.
Butterfield was represented in this transaction by UBS Investment Bank and the law firms of Skadden, Arps, Slate, Meagher & Flom LLP and Conyers, Dill and Pearman. Carlyle and CIBC were advised by CIBC Wholesale Banking and BofA Merrill Lynch and the legal firms of Mayer Brown LLP and Appleby Global.
Board of Directors
In addition to Mr. Kopp being added to the Board of Directors of the Bank, the following Carlyle nominees will be added to the Board:
James Burr, Managing Director of Carlyle’s Global Financial Services Group. Prior to joining Carlyle, Mr. Burr was the Corporate Treasurer of Wachovia Corporation. Prior to his experience in Treasury, he was controller of Wachovia’s Corporate and Investment Bank.
Wolf Schoellkopf, Managing Partner at Lykos Capital Management, a private equity management company. Prior to joining Lykos, Mr. Schoellkopf was CEO of Bank Austria Group’s US operations. Prior to that, Mr. Schoellkopf was Vice Chairman of First Fidelity Bank and held executive positions at Shearson Lehman and Chase Manhattan Bank.
CIBC will also nominate two individuals for addition to the Board.
“We look forward to the contributions of the new Directors,” said Mr. Mulderig. “We believe their experience and expertise will be beneficial to Butterfield going forward.”
Mr. Kopp joined Butterfield in 2009 as Executive Vice President and Chief Financial Officer with 33 years experience in commercial and investment banking. He holds undergraduate and MBA degrees from Harvard College and Harvard Business School, respectively. Mr. Kopp succeeds Alan Thompson, who has retired as President, Chief Executive Officer and Director. Butterfield will name a new Chief Financial Officer in due course.
“Since joining Butterfield, Brad has worked tirelessly as part of the team to implement the capital solution that we have announced today,” said Mr. Mulderig. “The Board and I are most pleased that Brad has agreed to serve as our new Chief Executive Officer because we believe Brad is the right leader to get Butterfield back on the track of sustainable, profitable growth. We wish to thank Alan for his many years of service to Butterfield and to the community.”
In addition to presenting the Bank’s financial results in conformity with US generally accepted accounting principles (GAAP), management also presents results on a “normalised basis” in order to highlight comparable financial trends and other characteristics with respect to the Bank’s ongoing business operations from period to period. The adjustments to the reported net loss to arrive at normalised net income include: Other than temporary impairments on held to maturity investments of $132.1 million (2008: $128.8 million); Goodwill and intangible assets impairments of $13.3 million (2008: $5.2 million); Net realised and unrealised gains on investments of $3.3 million (2008: loss of $29.3 million); Net other gains of $1.7 million (2008: loss of $60.5 million); Specific loan loss provisions of $94.0 million (2008: nil) related to the hospitality industry; Net income from Butterfield Fund Services businesses in 2008 of $7.8 million; and the Gain on sale of subsidiaries of $115.5 million in 2008.
The Bank reported a net loss for the year ended 31 December 2009 of $213.4 million compared to net income of $4.8 million in 2008, both years adversely affected by various gains and losses as noted above. Diluted loss per share for 2009 was $2.34 compared to earnings of $0.05 per share in 2008. The net effect of normalisation adjustments recorded in gains and losses, other non-interest income, and provision for credit losses totalled a net loss of $234.4 million in 2009 (2008: $100.5 million), or a loss of $2.46 per diluted share (2008: $1.04). When adjusted, normalised earnings from banking and wealth management activities were $21.0 million in 2009 (2008: $105.3 million) or $0.12 (2008: $1.09) per diluted common share including the $9.5 million paid in respect of the preference shares. The decline in normalised earnings is due primarily to the impact of the continuing historically low interest-rate environment, and the decline in customer balances from the abnormally high levels seen in prior years. If interest rates increase as implied by long-dated securities, we expect to benefit as margins return to normal levels.
Total revenue before gains and losses, revenues from pension fund administration, and provisions for credit losses for 2009 was $338.8 million, down $93.0 million (21.6%) from $431.8 million in the prior year. However there were strong revenues from banking and trust services, which were sustained despite the challenging economic environment with only marginal decreases from the prior year. Total non-interest income excluding revenues from investment and pension fund administration was down $25.6 million from $177.3 million in 2008 to $151.7 million in 2009; the decrease primarily attributable to progressively lower foreign exchange volumes through 2009 from hedge fund clients as they saw unprecedented redemptions in response to the collapsing equity markets from September 2008 and from declining asset management fees as a result of historically low interest rates requiring management fee reductions combined with lower subscription levels.
Assets under management (“AUM”) at year end declined by 12.3% versus 2008 to $8.0 billion, reflecting declines in the value of some Butterfield investment funds, in step with ongoing dislocation in international securities markets during 2009. Assets under administration (“AUA”) at 31 December 2009 were $60.7 billion, up from $57.5 billion in 2008.
Reported operating expenses were $300.5 million in 2009 and $347.4 million in the prior year but compares to $312.9 million excluding costs associated with the fund administration business in 2008, down $12.4 million. Cost control continued to be a key focus of the Bank in 2009 as economic conditions and sustained low interest rate environment challenged the banking business model.
Butterfield’s balance sheet is well positioned to benefit from rising interest rates and on a pro-forma basis has significantly less risk and is well capitalised. The additional equity raised provides a substantial buffer against any risk of further credit deterioration and or investment impairments. Total assets were $9.6 billion as at 31 December 2009 down from $10.9 billion as at 31 December 2008. Of this total, $4.1 billion was in cash and deposits with banks and high quality available for sale securities as at 31 December 2009 compared to $2.8 billion the year end before. Average interest earning assets were down from $11.6 billion in 2008 to $9.6 billion in 2009. This decrease reflects the decline in the customer deposit base from historically high levels, down year on year by $1.1 billion from 31 December 2008 to 31 December 2009. The decline in deposits is primarily linked to hedge fund clients who have seen record redemptions in response to the credit crisis.
The loan portfolio stood at $4.2 billion at 31 December 2009, down $0.2 billion from $4.4 billion the year before as loan demand tapered off with slower economic conditions in all the jurisdictions in which we operate in addition to the $104.9 million in provisions for credit losses recorded in 2009. At 31 December 2009, the loan portfolio represented 44.0% of total assets, compared to 40.5% at 31 December 2008, while loans as a percentage of customer deposits was 49.2%, compared to 47.0% at 31December 2008.
Total investments decreased by $0.9 billion compared to 2008 ending the 2009 year at $2.9 billion compared to the prior year end balance of $3.8 billion. As at 31 December 2009, investments in mortgage-backed securities had a carrying value of $329.9 million, down from $524.3 million the previous year, with a fair value of $260.4 million as at the year ended 2009 compared to $314.5 million in 2008. These assets represented 11.3% of total investments as at 31 December 2009, down from 13.7% in 2008. Other asset-backed securities, CDOs, CLOs and SIVs, had a carrying value of $680.8 million ($750.3 million in 2008), with a fair value of $605.9 million ($601.8 million in 2008), and represented 23.2% (19.6% in 2008) of investments. As at 31 December 2009, 92.6% (95.3 % in 2008) of our total investments remained in investment grade securities (i.e., rated ‘BBB’ or higher). As part of the strategic balance sheet restructuring considered for the first quarter of 2010, the Bank may sell certain structured securities including mortgage and other asset-backed securities which could trigger a realised loss of up to $175 million, which is factored into the total pro-forma capital ratio of 18.7%, leaving the Bank on solid footings to capitalise on future rising interest rates and removes the uncertainty and drag on earnings.
Total customer deposits were $8.6 billion as at 31 December 2009, an 8.8% decrease over the same period in 2008. Demand deposits, which include chequing accounts, both interest and non-interest bearing, savings and call accounts, totalled $5.7 billion, or 66.9% of total customer deposits at year end 2009, compared to $6.0 billion, or 64.0%, at year end 2008. Because of the declines in interest rates across the major world currencies, notably the US dollar and Great Britain pound, plus lower levels of interest rates in Bermuda, customers have tended to place deposits with us for shorter durations and on a demand basis rather than a term basis given limited yield opportunities in longer duration products in the low interest rate environment.
Capital Position and Capital Raise
As at 31 December 2009, the Bank’s consolidated Tier 1 and total regulatory capital ratios were 7.2% and 10.1%, respectively. Including the successful capital raise noted above and the possible losses in the investment portfolio in the first quarter of 2010, on a pro-forma basis as at 31 December 2009, the issuance of the common and mandatorily convertible preference shares would increase Butterfield Group’s Tier 1 regulatory capital ratio to 13.5% and its total regulatory capital ratio to 18.7%. Both these ratios provide a comfortable buffer between the minimum regulatory capital requirements as prescribed by the Bermuda Monetary Authority.
In 2009, dividends declared were $0.24 per share, comprised of $0.12 in cash and $0.12 in common shares, down from $0.56 per share in 2008. The dividend paid to shareholders in 2009 was $14.9 million, down 74.1% from the previous year in order to conserve capital. The Board of Directors has determined that there will not be a common dividend declared in the fourth quarter of 2009. There were two preference share dividends paid in 2009 totalling $7.1 million. The Board of Directors has declared a quarterly preference share dividend of 8% per annum on the liquidation preference payable on 15 March 2010 to shareholders of record on 1 March 2010.
PERFORMANCE BY BUSINESS SEGMENT
Revenue before gains and losses and credit provisions decreased year over year by $64.4 million, or 25.5%, from $252.1 million for year-end 31 December 2008 to $187.7 million for the year ended 31 December 2009. This reflects declining net interest margins in the community banking segment as a result of historically low interest rates, in conjunction with decreasing non-interest income from the wealth management and fiduciary services segment, partly due to the sale of our fund administration services business in September 2008, which contributed $13.7 million in revenues in 2008, and lower fee revenues as a result of declining net asset values. AUM were $5.5 billion at 31 December 2009, down from $6.8 billion at 31 December 2008, reflecting the decline in asset values, while AUA for our trust and custody businesses at 31 December 2009 were $13.0 billion and $19.4 billion, respectively, compared to $11.9 billion and $18.6 billion at 31 December 2008. Credit provisions were $94.3 million in 2009 compared to $1.9 million in 2008 primarily related to specific provisions in respect of hospitality loans. As a result, net income before gains and losses was down $134.6 million to a loss of $86.7 million for the year ended 31 December 2009. Including gains and losses, our Bermuda segment recorded a net loss of $208.4 million. Total assets were $4.6 billion at 31 December 2009, down $845 million from 31 December 2008, reflecting lower levels of customer deposits by fund administration services clients and inter-segment balances.
Total revenues before gains and losses were up 6.6% year-over-year, to $13.3 million, for the year ended 31 December 2009, on strong earnings from net interest income. Provision for credit losses increased by $1.9 million compared to 2008 due to the increase in the country risk premium included in the Bank’s general provisioning model and are not related to specific loan loss reserves. Net income before gains and losses and central allocations was $0.3 million, down from $0.9 million a year earlier on increasing expenses as the business invested in a new branch location and other premises upgrades. Total assets were $278 million, up $13 million from 31 December 2008. The total capital ratio as at 31 December 2009 was 17.5%.
Net income was $9.5 million for the year ended 31 December 2009, compared to $77.5 million for the year ended 31 December 2008. Included in 2008 was a net gain of $47.6 million consisting of a $77.3 million gain on the sale of the fund services business offset by other-than-temporary impairments of held to maturity investments totalling $29.7 million. The remaining decline in net income is attributable to the sustained low US interest rates and credit provisions of $7.7 million primarily related to a hospitality loan. Net interest income was down 30.8% year-over-year, to $34.4 million, while non-interest income was consistent with the prior year, at $34.8 million, when excluding the impact of the sale of our fund administration services business. Total expenses were $50.3 million in 2009, down $11.6 million from $61.9 million in 2008, of which $11.0 million of the decrease relates to the sale of the fund services business. Total assets, at $2.6 billion, were down $721 million on a decline in customer deposits, primarily hedge fund client deposits. Client assets under administration, excluding fund administration in 2008, decreased by 6.7%, to $5.0 billion, primarily due to a decline in assets under custody. The total capital ratio as at 31 December 2009 was 13.3%.
Net income before gains and losses declined by $14.8 million to $4.3 million for the year ended 31 December 2009, of which $2.8 million of the decline related to the weakening US dollar against the Great Britain pound and $3.0 million related to the sale of our fund administration services business. Net interest income, at $11.8 million, was down $10.1 million, or 46.3%, due to a contraction in margins, which was the primary contributor to the decline in core earnings. Non-interest income declined $7.6 million from $29.5 million (excluding fund administration revenues of $7.8 million in 2008) to $21.9 million, offset by a decline in total expenses of $10.7 million, of which $5.0 million related to the fund services business. Total assets at 31 December 2009 were $1.5 billion (£1.0 billion), up from $1.4 billion (£1.0 billion) at 31 December 2008. In Bermuda dollar terms, client AUA were $18.8 billion at 31 December 2009, up from $17.1 billion at 31 December 2008. In GBP terms, client AUA were £11.6 billion as at 31 December 2009 down from £11.7 billion at 31 December 2008, reflecting declines in net asset values. The total capital ratio as at 31 December 2009 was 17.1%.
The major business lines in Hong Kong are private wealth management, advisory asset management and personal trust. Our Hong Kong segment recorded a net loss of $10.0 million on revenues of $2.6 million for the year ended 31 December 2009, reflecting the write down of goodwill and intangible assets totalling $10.1 million.
The major business lines in Malta are personal trust and company administration. Butterfield Trust (Malta) Limited recorded a net loss of $2.3 million on revenues of $1.5 million for the year ended 31 December 2009. $2.2 million of the loss relates to the write-down of goodwill. On a normalised basis, excluding gains and losses and amortisation of intangible assets, Malta recorded net income of $0.4 million compared to $0.6 million the year before. Client AUA were $733 million at 31 December 31 2009, up $20 million or 2.8% from prior year.
The major business line in Switzerland is trust and company services established in 2007. Our Swiss trust business continues to build our wealth management offering with a highly specialised, expert service in private wealth structures for both Swiss and international clients. Our Switzerland segment recorded a net loss of $3.0 million on revenues of $0.3 million, consistent with the year ended 31 December 2008. AUA more than doubled from $25 million as at 31 December 2008 to $52 million by year end 2009. The asset management business in Switzerland was closed in 2009.
A net loss of $0.1 million for the year ended 31 December 2009 was reported, down from a net income of $1.9 million a year ago. A goodwill write-down of $0.9 million was recorded in gains and losses as a result of our annual impairment testing of long lived assets. Net income before gains and losses was $1.0 million in 2009 compared to $2.3 million recorded in 2008, the decrease reflecting the sale of our fund administration services business and declining net interest margins. As a result, total revenues fell year over year by 28.7%, to $7.9 million from $11.1 million the year before. At 31 December 2009, total assets were $166 million, compared to $155 million at 31 December 2008, while client AUA of $2.4 billion were unchanged from last year, excluding fund administration. The total capital ratio as at 31 December 2009 was 31.0%.
A net loss of $3.6 million was recorded for the year ended 31 December 2009, compared to net income of $11.7 million for the year ended 31 December 2008. But when excluding gains and losses, net income was $6.1 million in 2009, down from $10.1 million the year before. Total revenues before gains and losses were $25.4 million (£16.2 million), down $13.7 million from $39.1 million (£21.2 million) principally reflecting the strengthening of the Great Britain pound against the US dollar and a $12.5 million (£5.3 million) decline in net interest income. At 31 December 2009, total assets were $1.3 billion (£0.8 billion), unchanged from prior year. AUM totalled $0.6 billion (£0.3 billion) at 31 December 2009, compared to $0.4 billion (£0.3 billion) at 31 December 2008, while client AUA were $1.2 billion (£0.7 billion) at 31 December 2009, compared to $1.2 billion (£0.8 billion) at 31 December 2008. The total capital ratio as at 31 December 2009 was 19.0%.
For full financial results and a detailed review of Butterfield’s performance, please visit www.butterfieldgroup.com.