OneWest Bank takeover spurs email fight

Supporters and foes of OneWest merger flood federal regulators with letters OneWest Chief Executive Joseph Ott

The protesters outside OneWest Bank in Pasadena rankled Chief Executive Joseph Otting.

Their signs — "Don't be a Grinch" and "Jail OneWest Bankers" — were part of a push to have regulators scrutinize the $3.4-billion purchase of the bank more closely and hold hearings to ensure that lower-income neighborhoods wouldn't be forgotten.

"Funny how this group [of protesters] gets the headlines while over 100 local Southern California organizations ... support the merger," Otting had told the Los Angeles Times in mid-December.

Otting decided to take matters into his own hands. In an unusual and risky strategy, he started an email campaign through the bank's website.

The results came swiftly: Some 1,900 form letters backing the merger were sent to federal regulators this month.

In relying on emails and social media to spread the word, Otting offered an easy way to lobby the government to approve the merger without delaying for public-benefit hearings, as the protesters were demanding.

The powerful cyber-response dwarfed the previous number of comments filed with regulators — about 80 letters, pro and con, since the deal with New York commercial lender CIT Group was announced July 22.

In the initial 131/2-hour stretch Jan. 6, the Office of the Comptroller of the Currency recorded 115 emails supporting the deal.

They included seven from Allen Matkins, a real estate law firm that works for OneWest, and eight from Boston National Title Co. Other backers included the president of a Santa Monica home-building firm, a former bank president in Maryland, the managing director of a Century City wealth-management firm, Realtors in Huntington Beach and La Jolla, and a marketer at a Pomona company that provides corporate-branded promotional T-shirts, sport bottles and pens.

The eruption of emails has prompted opponents to take to social media as well, and the tactic bewildered analysts, who thought that a hearing wasn't a big deal and wouldn't delay the approval process much.

Jaret Seiberg, an analyst with Guggenheim Partners in Washington, said he respects Otting's "moxie" but questioned "whether the risk was worth it."

"A delay of a few months is hardly unprecedented when it comes to bank transactions," Seiberg said. "So we don't see why this would be worth the risk of antagonizing the Federal Reserve or igniting a messy fight with community activists."

Local backers of the merger strongly supported the deal.

JD DeRosa, a vice president in Los Angeles for commercial real estate firm Transwestern, was also a supporter. He said he had never done business with OneWest but was acquainted with Otting through mutual friends and found him to be "a nice guy. There's no arrogance there."

DeRosa said he sent Otting's form letter to the Fed because the combined bank, offering more resources, will benefit Southern California, which has so many banks run by executives based elsewhere.

Another supporter was Joseph A. Czyzyk, former chairman of the L.A. Area Chamber of Commerce and chief executive of Mercury Air Group in Torrance, a global supplier of aviation fuel and support services. Czyzyk said OneWest was trying last year to become Mercury's bank but "did not have in-house all the services we required."

"I encourage and support SoCal based companies' growth and expansion," Czyzyk wrote in his email, "especially when they can compete for California business with other foreign institutions."

He said OneWest, whose bank headquarters is to remain in Pasadena, "needs to merge with CIT to put it in the same competitive playing field as out-of-state banks doing business in SoCal."

Opponents were not standing idly by.

The liberal blog Daily Kos last week set up its own online letter generator to fire oppositions to the merger at regulators. In an email this week, California Reinvestment Coalition Executive Director Paulina Gonzalez told her allies that more than 10,000 Internet-generated letters of opposition had been sent, and asked for more.

Regulators and advocates alike said they'd never seen anything like it.

"This is a new one and very surprising," said John Taylor, chief executive of the National Community Reinvestment Coalition in Washington.

"I'd like to see the process be a little more organic so those who feel the necessity to speak on behalf of the bank do so without this sort of robo-signing promoting the bank merger," said Taylor, who supports holding a hearing.

Groups like Taylor's have frequently challenged mergers of financial firms, demanding better services for minorities and the poor under the 1977 Community Reinvestment Act. The CRA requires banks that benefit from government-insured deposits to provide financial services for all economic segments of their communities.

The Fed at times has held hearings on whether combining banks would provide a public benefit.

Examples include the merger of San Francisco's Bank of America with North Carolina's NationsBank in 1998, BofA's 2008 agreement to acquire Countrywide Financial in Calabasas and the combination of Capitol One and ING Direct in 2011.

The controversies surrounding OneWest have made it a special target for scrutiny.

Its predecessor, IndyMac Bank, was a leading issuer of highly risky mortgages during the housing boom. Its failure in 2008 was the costliest ever for the Federal Deposit Insurance Corp. at more than $13 billion.

In a deal that proved a financial windfall, a group of billionaires including hedge fund operators George Soros and John Paulson resurrected the bank as OneWest in 2009.

Critics say hearings are merited because the FDIC still will shoulder nearly $2.5 billion in loan losses as part of that deal and because CIT received $2.3 billion in federal bank-bailout funds that it never repaid because the debt to Uncle Sam was discharged in bankruptcy.

The California Reinvestment Coalition also has been questioning the bank's practice of foreclosing on bereaved spouses whose names do not appear on reverse mortgages taken out by their marriage partners.

CIT Group's chief executive, John Thain, expressed optimism about the acquisition Tuesday during an earnings call with analysts.

"We continue to believe the transaction is on track to close in the first half of this year," Thain said. "The commentary from some of the California-based community reinvestment groups was not unexpected. We and OneWest remain committed to substantial investments of both time and money in our communities."

Even so, Kenneth H. Thomas, a Miami banking consultant specializing in CRA issues, questioned Otting's "highly unusual strategy," saying it risks alienating more community groups, some of which have supported OneWest.

The email pressure also puts regulators "uncomfortably ... in the middle between the emerging bank and community groups," Thomas said, and "will be frowned upon by investors as being counter productive and ultimately costly in legal, consulting and other fees."

"OneWest and CIT should have done their CRA homework and realize that the Fed has never met a merger it does not like," Thomas said.

"Worse case scenario, the Fed tacks on some community or other commitments in a 'conditional approval,' but it will still be approved! So, why create all these problems and PR headaches?"

scott.reckard@latimes.com

Twitter: @ScottReckard

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