The registrant is currently managing three advisory client
Funds: Banc Fund IX L.P., Banc Fund X L.P., and the TBFC
Financial Technologies Fund L.P. While Fund Management
believes its work on behalf of Banc Funds IX, X, and the
Financial Technologies Fund, is complementary, Fund
Management may have conflicts in allocating investment
opportunities among the Funds. TBFC may also accept other
investment advisory clients and other advisory engagements.
In addition to the management fee paid to TBFC, relying
advisors MidBan IX L.P., MidBan X L.P., and MidBan XI L.P.
will have a carried interest in net capital gains and
certain high-yield income.
An investment in a Fund is subject to many of the risks
that one encounters in any private equity fund, including
the investor’s limited ability to sell, transfer, or
liquidate the investment; the limited rights of investors
with respect to management control or investment strategy;
the possibility that the Fund will not be wound up in the
forecasted period; possible litigation or regulatory
issues; limitation of management liability and
indemnification by the Fund; the reliance upon Fund
Management for virtually all investment and management
decisions; the risks inherent in the types of permissible
investments, including derivative securities, troubled
assets, and non-traditional investments; the lack of
registration under the Securities Act of 1933, the
Investment Company Act of 1940, and any applicable state
securities laws; and that outside legal counsel to the Fund
and TBFC does not represent, and has no legal or other
duties to, any of the investors.
In addition, Fund investment returns will depend upon a
number of factors, including: the profitability of
individual companies; the ability of Fund Management to
perform successful due diligence; to identify value for
Banc Fund investments and to exit those investments; risks
inherent in smaller capitalized companies, including
typically more limited business operations and financial
resources; the risks of investments in non-public or thinly
traded securities, including possible restrictions on
trading; the ability of portfolio company managers to
execute their business plans; the robustness of the
industry consolidation; the extent, if any, of the
anticipated recovery of banks and other companies;
competition in the financial services sector; corporate
governance and internal control issues; and the occurrence
of fraud in the financial services industry.
As these Funds will invest primarily in U.S.-based
financial service companies, it will encounter risks
specific to that industry, including: systemic risk:
factors outside the control of a particular financial
institution may adversely affect the ability of the
financial institution to operate normally or may impair its
financial condition; regulators who may impose new or
different rules, including capital requirements; other
regulatory and taxation changes; shifts or volatility in
interest rates; application of new or recent valuation
standards affecting financial statements; interest rates
that are extremely high or low; a flat or inverted yield
curve that hurts operating earnings; volatile housing and
mortgage markets; irrational competition, or entry
valuations that reduce the returns that the Fund may earn.
The concentration of Fund investing in this sector may
magnify the above-mentioned risks.
The financial services industry is not a monolith.
Companies in each segment are subject to different
pressures and different opportunities. Some of the
businesses in which predecessor Banc Funds have invested,
and in which Banc Funds may invest, are commercial banking,
savings & loan associations, savings banks, insurance,
security brokerage, commercial finance, consumer finance,
investment banking, and asset management.
Profitability in banking is to a significant degree
dependent upon the availability and cost of capital and
deposit funds. Economic conditions in the real estate
market may affect certain banks and savings associations.
Neither extensive regulation nor the federal insurance
deposits ensures the solvency or profitability of companies
in this industry. Many of the investment considerations
discussed in connection with banks can also apply to
insurance and other financial service companies.
Investment banking, securities brokerage, and investment
advisory firms are subject to extensive government
regulation and to the risks inherent in securities trading
and underwriting activities.
While Banc Funds IX and X generally invest in small
subregional companies, portfolio valuations can suffer:
when larger financial service companies experience
pronounced valuation volatility; when other financial
service businesses experience operating difficulties, or
when there is a global credit crunch. A good example of
these risks is 2008. While Funds IX and X did not have
investments in large or medium-sized banks, nor did they
invest in subprime mortgages or in mortgage banking
companies, the valuation of Banc Fund portfolio companies
declined along with those of other financial service
companies.
The TBFC Financial Technologies Fund L.P. is a private
equity fund that will invest in financial technology and
financial service companies that are growing and changing
the industry to a more
tech-forward posture. The Fund will
benefit from the stewardship and Fund management of a team
of investment managers who have invested in a mix of
fintech companies, depositories, investment banks, and
asset managers. Since 1986, this group has focused
exclusively on the financial services domain. For its 10
predecessor Funds, Fund Management raised $3 billion and
has invested over $5.8 billion. We anticipate that three
big drivers of Fund investment returns will be the high
growth rates of portfolio companies driven by the enormous
technology spend coming over the next two decades, the
ongoing consolidation of companies in the financial
services industry, and a move away from zero interest
rates.
Technology transformation is across every facet of
financial services, there is a technology transformation
underway. From customer acquisition to customer
onboarding, from systems accounting to market research,
from data collection to data management, and from
regulatory management to operations management, financial
service companies are developing or acquiring technology to
make their businesses more efficient and effective. We
estimate that the industry will spend over $5 trillion in
the next two decades to accomplish this transformation.
The current annual technology spend rate in U.S. banking
alone is $100 billion. Annual growth rates of some of our
fintech companies are in the 50-90% range. This Fund
intends to invest in those companies that will lead or
support the industry in making this transformation.
Industry consolidation is a second big driver of investment
returns as banks buy other banks, banks buy fintech
companies, fintech companies buy banks, and fintech
companies buy fintech companies. Almost all transactions
will involve a takeover premium. The historical
competitive pressures that have driven the industry
consolidation in financial services remain in place, and
are now augmented by additional pressure to afford new
technology investments. This, in turn, is pressuring
companies to build scale. The combination of ‘get bigger
and buy more tech’ dumps fuel on the already burning M&A
fire.
The financial services industry benefits from higher
interest rates. As interest rates go up, loan spreads
generally widen because loan rates rise faster than
depository rates. At this time, real interest rates are
negative; rates in general are below normal levels; loan
spreads remain narrow, and banks are earning modestly on
un-loaned and uninvested balances. The Federal Reserve
Bank currently has zero as its interest rate target, but
inflation is now putting pressure on the Fed and other
central banks to raise rates. Higher interest rates allow
bank margins to expand. We believe Fund portfolio
companies are, and will continue to be, positively
leveraged to higher interest rates.
The business of TBFC was founded by Charles J. Moore, its
President, in 1986 and TBFC was initially registered in
1997. Mr. Moore is the principal owner of the Registrant.
The Registrant provides investment advisory services on a
discretionary basis to Banc Fund IX L.P. (“Fund IX”). The
general partner of Fund IX is an affiliate of the
Registrant. The Registrant advises Fund IX through the
Registrant’s role and position as the general partner of
its affiliate associated with Fund IX. The Registrant
provides investment advisory services on a discretionary
basis to Banc Fund X L.P. (“Fund X”). The general partner
of Fund X is an affiliate of the Registrant. The
Registrant advises Fund X through the Registrant’s role and
position as the general partner of its affiliate associated
with Fund X. Additionally, the Registrant provides
investment advisory services on a discretionary basis to
the TBFC Financial Technologies Fund L.P. (“Fintech Fund”).
The general partner of the TBFC Fintech Fund is an
affiliate of the Registrant. The Registrant advises the
TBFC Fintech Fund through the Registrant’s role and
position as the general partner of its affiliate associated
with the TBFC Fintech Fund. Collectively, Fund IX, Fund X,
and the TBFC Fintech Fund will be referred to as “the
Funds” and each a “Fund”.
The primary investment objective of each Fund is to invest
in the financial services industry through investments in
subregional banks, thrifts, and other companies offering
financial services. This may include insurance companies,
securities brokerage companies, leasing, and finance
companies. The Partnership may invest in insurance
contracts, and also in companies that provide business
services to banks and other financial companies. The Funds
must limit their investments outside the United States to
not more than 10% of its portfolio. Investments in any
instruments used for hedging purposes are similarly limited
to 10% of the portfolio. As of December 31, 2023, TBFC had
$1,077,342,851 of discretionary assets under management.
Information regarding each Fund’s operations and investment
strategies is delivered in conjunction with each Fund’s
Private Placement Memorandum, Limited Partnership
Agreement, and Subscription Agreement (the “Governing
Documents”). The information contained herein is only
intended to be a summary of the information applicable to
the Funds, and does not contain all of the terms and
conditions in such documents.