TriCo's vote is in. Here's how to hire from a bank being bought.

Yesterday, shareholders of TriCo Bancshares and First Hawaiian voted yes. First Hawaiian is buying the parent of Tri Counties Bank, and the companies say they still expect to close later this year.

If you run a California bank, you already know what that means. A good bank with 65 branches, 3 in-store branches and 9 loan production offices just got a new owner. Its producers and credit people are getting calls.

Hiring managers I talk to started dialing within weeks of the July announcement. I think a lot of them are pitching it wrong.

The pitch that doesn't land

The lazy pitch to a banker at an acquired bank goes like this: your bank's gone, the new owner will change everything, get out while you can.

It fails here because First Hawaiian said the opposite in public on day one. The Tri Counties name stays on the mainland. The companies said there are no expected branch closings. Rick Smith and 3 other TriCo directors join the First Hawaiian board.

So a TriCo relationship manager can look at the next 6 months and see the same branch and the same name on the door. Tell her the sky is falling and she'll check, see blue sky, and stop taking your calls.

And TriCo's bankers are still producing. The bank grew loans $99.1 million in the third quarter, 5.4 percent annualized, while the deal was pending. That's a team doing its job during an integration, which is exactly why they're worth calling.

What actually moves a banker out of a deal

In 25 years, when I've seen a good banker leave an acquired bank, it's usually one of 2 things. Something changed in their daily work (a new boss, slower credit approvals). Or somebody offered them a bigger job than the one the merger left them.

The first one takes time to show up. A new owner's credit committee, approval limits and reporting lines usually change after closing and conversion. That's when a banker's daily life changes, and that's usually when the good ones start listening.

The second one you control. If you want a TriCo producer, bring them a seat they can't get by staying. A market to build and a team to run, with a credit officer who answers the phone. That's a pitch that works on a Tuesday when nothing feels broken.

Do the money math honestly

Two numbers in the deal documents matter to anyone making an offer.

First, the bonus protection. For 12 months after closing, First Hawaiian has agreed to keep annual cash bonus opportunity for bonus-eligible TriCo employees no less favorable than it was before. A producer weighing your offer knows that. If you want them before that bonus pays, your offer has to cover it.

Second, the stock. It's an all-stock deal at 2.095 First Hawaiian shares per TriCo share. At announcement that was worth about $63.12 a share. By September 15 it was about $54.16. For anyone holding TriCo shares or awards that convert into First Hawaiian stock, the paper is worth less than it was in July, and it moves with a stock they didn't pick.

So the buyout conversation runs on real numbers. Get them before you make the offer. Ask what they hold, when it vests and what bonus they're counting on. Then price it.

Who to call, and when

Most of the bankers who wanted out in July took calls in July. The ones still there today mostly fall into 2 groups.

Some are staying through the close to see who their new boss is. Call them now anyway, keep it short, and stay in touch. When something changes after closing, you want to be the call they remember.

Others are happy. Leave them alone. A good banker who's happy at Tri Counties is good for the whole California market, and they'll remember who didn't pester them.

One more thing on timing. The merger agreement runs to July 12, 2027, with a possible 3-month extension for regulatory approvals. The companies say they expect to close by year end. If it slips, so does everything I said about after closing.

What this data doesn't say

The deal documents don't give a cost savings number, a headcount number or a retention pool for rank-and-file bankers. Anyone quoting you one is guessing.

The bonus protection I described applies to bonus-eligible employees under the merger agreement. Individual executives have their own agreements, and I haven't seen anyone else's comp plan. Neither have you.

As of the September 16 proxy, filings had gone to the FDIC, the Federal Reserve, the Hawaii Division of Financial Institutions and the California DFPI. Yesterday's announcement didn't say which approvals are in hand.

And the stock price moves daily. The $54.16 figure is from September 15, the date the proxy used. Check today's before you put a number in an offer letter.

Everything above about what moves bankers is my read, from 25 years of watching people decide whether to stay through a deal. It's a pattern, and patterns have exceptions.

If you're hiring for a production or credit seat in California, let's talk.

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