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Mergers and Acquisitions

Mergers and Acquisitions . Identifying and managing purchased risks . Michael Kelsey Managing Vice President AML Compliance Capital One Bank. Agenda . Pre-bid due diligence Pre-closing work Post-closing/pre-conversion tactical work Strategic integration work. Pre-bid Due Diligence.

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Mergers and Acquisitions

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  1. Mergers and Acquisitions Identifying and managing purchased risks Michael Kelsey Managing Vice President AML Compliance Capital One Bank

  2. Agenda • Pre-bid due diligence • Pre-closing work • Post-closing/pre-conversion tactical work • Strategic integration work

  3. Pre-bid Due Diligence • Utilization of prepared risk assessment/due diligence program • Business line/legal entity information • High risk areas • Surveillance and SARs • CTRs • OFAC • CIP/CDD/EDD • High risk customer management • Systems and other technology issues • Off shore/nonbank subsidiary analysis

  4. Pre-bid Due Diligence • Documentation review • Unlikely to have access to all reports • Audits • Board reports • Monitoring reports • Organization charts • Non-confidential regulatory documents • Public documents (eg. enforcement actions) • No SARs, examination reports • Onsite strategy • “Divide and conquer” with other areas • Concise evaluation of major risks • Deal killers • Valuation factors • Efficiency opportunities • Major costs

  5. Pre-Closing Work • Deeper inquiries into high risk areas • Partner with IT to analyze system factors • Develop high level plans • Tactical needs to address weaknesses • Strategic work for integration of target into program • Begin analysis of staffing needs and opportunities • Formulate budget

  6. Post-closing/pre-integration work • Careful reading of exam reports, audits, other confidential documents • Cross-review of SARs and closed accounts • “Early wins” on tactical help • SAR filing and investigations • Training • OFAC SME support • FBAR/OFAC blocked property report consolidated filings • Risk assessment completion, audit/exam/MRA remediation

  7. Post-closing/pre-integration work • Extraordinary circumstances • Enforcement orders • Serious cases/investigations • OFAC ‘time bombs” • Surveillance system deficiencies • Staffing deficiencies

  8. Strategic Work • Will target be retained as stand alone bank or charters be merged? • If merged charters, attend to technical matters (TINs on CTRs/SARs, CTR aggregation, etc) • If stand alone, address separate charter/examination matters • Make early decisions on surviving systems and people • Detailed project plans for ingesting target data and/or conversion of systems • Identify any key employees and provide retention incentives, even if not retained post-conversion

  9. Thank you Michael Kelsey Managing Vice President AML Compliance Capital One Bank

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