It’s important for bank executives to review all core contracts in order to gain a clear picture of overall financials. In the long term, reviewing these contracts can save time, money and aggravation, as well as improve operations. In the banking industry, contracts include core processing, debit cards, digital channels, item processing and imaging.
Contract review is not just important for product and service additions, it’s also valuable in the long-term strategic planning process as well as preparing for any M&A activity. It can be very illuminating, whether you’re considering switching vendors, negotiating better terms or in the valuation process.
Banks are also seeing less churn, less switching from one core to another and less buying and selling of banks. Vendors are approaching bank clients who have signed contracts in the past few years to ask them to sign renewal extensions. These trends indicate it’s an ideal time to review contract terms for planning for the coming years and to make any modifications.
Be sure to check out our recordings and resources from our 2022 Annual Bank Seminar as we help prepare banks for economic headwinds.
Due Diligence in Core Contract Review
Start the review process early, optimally at least 24 months out, by locating all core contracts. Be sure to make a note of original contract dates, attached addendums, autorenewal dates and nonrenewal terms as well as any other small print. Pay attention to contract provisions and commitments, early termination language, liquidated damages, deconversion caps, incentive credits and contract expiration terms. It can be very beneficial for banks to enlist the help of consultants to analyze contracts and protect their clients.
Contract Review for Bank M&A
Selling
To prepare for a bank sale, optimal savings will be achieved when the seller plans ahead and hires consultants for the contract review process, as well as to help negotiate all terms and conditions. All products and services contracts ideally should be coterminous.
In the valuation process, be sure all contracts are reviewed, and look for any red flags. Some red flags to watch out for include contracts that don’t match up with their major products and any early termination clause that doesn’t credit time with the vendor. Keep in mind that nothing is guaranteed unless it’s in writing in the contracts.
Areas to analyze in core contracts when selling include:
- Termination dates
- Key components alignment
- Contract provisions
- Liquidated damages
- Deconversion fees
- Incentive credits
- Caps
It can be alarming how quickly vendor fees can add up when contracts aren’t matched up and when calculating how much is owed to the vendors. Total fees owed to vendors may be much higher than expected. Consultants may be able to help you work with the vendors to reduce the fees or negotiate new terms.
Buying
Buyers need to know what they’re buying when acquiring a bank. As part of the due diligence process in preparation for the addition of new assets, accounts and products, buyers will also need to anticipate fees for conversion and training. It may be possible to negotiate with the seller or the vendor in the process. It’s important to understand all the contracts to see the actual financial ramifications.
Maximize Value with Core Processing Analysis Services
Core processing analysis services are a way to help alleviate the burden of researching, selecting and negotiating your core banking solutions. With the assistance of experienced professionals, you can be confident you are maximizing the value of vendor contracts and choosing solutions that meet the needs and goals of your bank or credit union.
What Does Core Processing Analysis Do?
Core processing analysis generally has three phases that can see your bank or credit union through the entirety of a deal or any portion of it. Core processing analysis is really about collaborating with your organization and delivering a tailored approach for your specific organization to achieve the best results.The phases of core processing evaluation, core processing selection and technology contract negotiation are as follows.
Phase One: Core Processing Evaluation
The first phase involves the review and evaluation of existing contracts. This typically also involves determining your current strategy and future strategy regarding things like new markets, products and services.
Phase Two: Core Processing Selection
The second phase involves the deep dive evaluation between the incumbent technology partners and viable alternative vendors.
Phase Three: Technology Contract Negotiations
The third phase is participation with management in the transaction negotiations, and reviewing all contractual terms and conditions.
Trust and Experience
When it comes to core contracts, the review process can be complex. It’s not necessarily recommended to move away from a “best of breed” model to a single source provider model to achieve maximum results. A bank may have primarily one service provider providing every service, but with all the contracts having differing expirations, renewal terms and cancellation notification terms.
Vendors are notoriously trained to create contractual chaos to minimize margin compression. Experienced banking advisors who are entrusted to help protect their clients and provide as many options to consider as possible. Reviewing core contracts will improve operations, but what’s ultimately important is that clients and staff are happy with the products and services in the core contracts.
Ready to improve your operations? Let us help review your core contracts.
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