The right fit: Whittle leaves Carolina First

2009-07-31 / Business

By John Temple Ligon temple@thecolumbiastar.com

Mack Whittle Mack Whittle Greenvi l le- based South Financial Group (stock symbol TSFG) sees its credit losses declining in the fourth quarter of this year. TSFG is the parent company of Carolina First Bank, the state's largest independent bank. The company has reduced its balance sheet by about $1 billion since the end of 2008.

As of Tuesday afternoon, July 28, TSFG share price was $1.25, up from the 52- week low of $0.66, but the share price had fallen continuously from the end of November 2005 when it was $29.67.

It was that precipitous fall to about $13 by January 2008 that prompted the retired CEO of Florida Banks Inc., John McMullen, to call for the sale of the company. TSFG was also the parent company of Florida Banks. TSFG bought Florida Banks in 2004 and merged it into its Florida subsidiary, Mercantile Bank.

At the time, TSFG chief financial officer James Gordon said the company remained committed to enhancing shareholder value through its long- term strategic plan.

At the end of July 2009, 18 months of its long- term strategic plan later and another dozen dollars down in the price of a share of stock, TSFG is yet to sell.

But the company is in a managerial transition. As of last November, chairman of the board is Columbia attorney John C. B. Smith. Founding CEO Mack Whittle formally withdrew entirely, resigning from the board in the first week of July, taking with him his $18 million retirement package, almost $1 million per year of service to the bank.

S.C. Governor Mark Sanford complained when he heard about Whittle's $18 million take- home package, arguing it didn't seem right in the convenient time of federal bank bailouts. TSFG received a federal loan for $347 million.

Whittle did better than the $18 million, much better over the term of his leadership. In the summer of 2006, SNL Financial recognized Whittle as one of America's over- compensated bank executives. For 2004, Whittle's pay included salary, bonus, restricted stock, and other compensation for a total of $3.2 million. For the same year, 2004, TSFG had an average return on equity of 10.2 percent. Peer banks' average performance was 16.2 percent, but Whittle's pay package was 69.6 percent above the average pay package for his fellow CEOs and chairmen in the same peer banks that did so much better than TSFG.

Extraordinary gains for Whittle were due to Whittle's skillful inclusion and leadership in spin- off companies that went public on the stock exchange, before which time Whittle declared himself an outside player eligible for advantageous times to sell his stock. The inside players were stuck for the duration of Rule 144, a delay required by the Securities Exchange Commission so insiders have incentive to hold high the value of the stock, at least until it's time for the insiders to choose to sell.

Whittle chaired the organizational meetings at what became Columbia- based Affinity Technology Group. His bank lent the money to help it along. When Affinity went public in the spring of 1996, Whittle was no longer leading the discussions. He was, in fact, an outside player eligible to sell his shares in the first two weeks after the initial public offering when the shares averaged a little more than $20, considerably more than $1 a share two years later.

According to The Wall

Street Journal and as reported

in The Columbia Star

(November 14, 2008) Whittle and two other members of his TSFG board of directors voted themselves fat ownership positions a few months before the Affinity IPO in 1996. None of the money, about $1 million, Whittle directed to Affinity was actually Whittle's money. He risked no personal capital. TSFG was due 20 percent of the shares upon the IPO, but Whittle and the two agreeable board members voted themselves 666,634 shares, part of the bank's shares, and that part was worth about $16 million at peak value.

Somehow, TSFG got stuck with about 4,000,000 shares of Affinity and kept just about all of it all the way from $24 per share ($96,000,000) when the shares were restricted for the first year down to bankruptcy.

Soon after losing a court battle in 2004 against me, John Temple Ligon, one of the founding principals, Affinity moved under the protection of bankruptcy and never resurfaced.

Another spin- off was NetBank, a child of Carolina First that liquidated after Whittle, by then an outside player, sold his shares. In 1999, NetBank's stock traded for more than $60 per share. Carolina First had to hold its restricted shares until July 31, 2000. In June 2000, about one month before Carolina First could sell its shares, Whittle personally sold 150,000 shares for a total of almost $2 million.

NetBank filed for bankruptcy protection under Chapter 11 in late September of 2007. By November NetBank announced it was preparing for liquidation. NetBank was the country's largest bank to fail for the previous 14 years.

Whittle reportedly returned $250,000 to TSFG after he took his $18 million retirement package. There was no mention of what he did for the shareholders of Affinity or NetBank.

The State newspaper quoted Whittle as he talked from his car Monday, July 13, on the way to Litchfield Beach, "I'm not going to jump into anything right away. It's got to be the right fit."

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