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Part Two: First Republic Bank – The First 30 Years
I Like ‘First’ Anything
Chapter
Three | 1985–1989
Introduction
3.1
Jim Herbert and Roger Walther felt optimistic in early January 1985 as
they stepped off the elevator onto the 52nd floor of the Bank of America Center in San Francisco for lunch at
the Bankers Club. Joined by their wives, Cecilia and Anne, they enjoyed the panoramic views of the Bay Area
while they deliberated their next step. Herbert and Walther, having spent the past five years refining their
focus, discussed the simple business model for their next venture: jumbo mortgages for clients who met strict
credit standards, coupled with certificates of deposit and passbook savings accounts to fund lending
activities, delivered with unrivaled customer service. The entrepreneurs agreed they were on to a great idea –
now they needed a name.
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We Hardly Missed a Beat”
3.2
First Republic Bancorp, while legally formed on February 5th, 1985,
actually took wing over breakfast at San Francisco’s quaint La Cucina earlier, in December 1984. Following the
sale of San Francisco Bancorp and Herbert’s agreed-upon departure, he asked Walther, “Do you have another one
in you?” With a resounding yes, the pair moved forward fast – Herbert as President and Chief Executive Officer
and Walther as Chairman. The founders raised commitments for $8.8 million of capital in a few days, with more
than 25 percent coming from themselves and other Officers and Directors. The initial private placement of
stock was arranged by E.F. Hutton & Co. and The English Trust Group PLC, a British merchant banking firm that
had invested in San Francisco Bancorp through an affiliate. Then, Herbert and Walther raised an additional $5
million in a private placement of debt securities with institutional investors, all by March of 1985.
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3.3
“A Most Successful Banking Enterprise”
First Republic was funded and launched at a time of tremendous
opportunity for an emerging financial services company, though it was the beginning of the savings and loan
crisis. It would build further on its jumbo mortgage business, which was well-developed from the prior bank
already, with sound financial management and lending practices, committed professionals and outstanding
service, all of which had distinguished San Francisco Bancorp. But by decade’s end, First Republic would be
tested by the 1989 Loma Prieta earthquake that caused widespread damage in the Bay Area. In addition, the
thrift and savings and loan industries that had given rise to First Republic would also be shaken to their
core by the collapse of hundreds of such financial institutions nationwide.
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Image Credit – Dlw415
3.4
Open Houses
First Republic got off to a strong start, with many clients of the
previous bank eager to establish a relationship with the new enterprise. Just like San Francisco Bancorp, “We
opened our doors with no federal insurance. Single location, ground floor and upstairs,” Herbert recalled.
Linda Moulds, who worked with Herbert at The Pop Shoppe, later joined him at San Francisco Bancorp and would
be an invaluable contributor to this new venture. Moulds worked in the back of the ground-floor office space,
as Controller of First Republic Bancorp. Herbert, Katherine August- deWilde and Gordon Taubenheim were
upstairs, along with a few others, including Herbert’s assistant, Jeanne Forster Gutsche. The team was busy
tending to the flow of new clients, and by the end of 1985, this modest group had grown to 13 employees and
set First Republic on its path to future success.
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3.5
Signature Direct Mail Strategy
Herbert brought his “get trial” marketing strategy, which served him
well at The Pop Shoppe and San Francisco Bancorp, to bear once again during First Republic’s first few years
inbusiness. Interest rates in 1985, while still relatively high, haddroppedsignificantly compared to those of
the early 1980s. First Republic sent targeted personal letters to mortgage holders who might be interested in
refinancing. The letters were initially sent under Herbert’s name, and then were signed by both Herbert and
August-deWilde.
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3.6
El Camino Thrift & Loan
First Republic was focused on growing its existing business as 1985 drew
to a close. It was hardly in the market for an acquisition. Then Herbert received a call from the Thrift
Guaranty Corporation of California, the industry-run regulatory insurer for the California thrift industry. El
Camino Thrift & Loan Association in Escondido, CA, was on the brink of insolvency. Would First Republic be
interested in taking it over – with a significant infusion of cash from the regulator to help seal the deal?
Herbert considered it an offer he could not refuse, as well as an industry obligation.
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An Unexpected Bonus”
3.7
As time-consuming as the takeover of El Camino turned out to be, it did
produce near-term benefits for First Republic. With Herbert and Taubenheim spending so much time away from San
Francisco, August-deWilde began to play a more hands-on role in the management of First Republic Thrift & Loan
in San Francisco, particularly in its sales effort. It was clear to Herbert and the rest of the First Republic
team that her role at the company was more client-facing than that of the traditional Chief Financial Officer.
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Image Credit – Federal Deposit Insurance Corporation
3.8
FDIC Coverage
As Herbert tackled the challenges inherited with the El Camino
acquisition, he also began to consider the issues that pervaded the industry at large. In 1984, Western
Community, one of the larger thrift and loans in California, had failed. Herbert instinctively knew that this
situation could be indicative of larger, systemic troubles, and with a constant focus on providing safety and
stability for investors, employees and clients, he took action.
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3.9
Secondary Mortgage Market
While Herbert took the lead on procuring FDIC insurance coverage,
August-deWilde took charge of another important effort: gaining access to the federal secondary mortgage
market. Like San Francisco Bancorp’s relationship with Atlantic Financial Federal, which purchased the thrift
holding company’s jumbo mortgages, First Republic Bancorp was in need of a similar vehicle. Access to the
secondary mortgage market would enable First Republic to sell its longer-term, fixed-rate loans. It was a key
tool in asset-liability management, removing longer-dated loans from First Republic’s balance sheet. To expand
into the secondary mortgage market, however, First Republic needed the backing of Fannie Mae.
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3.10
Quality and Quantity
In addition to Fannie Mae, First Republic turned to the community of
financial institutions that also purchased mortgages in the secondary market. But jumbo mortgages were still a
relatively recent innovation, and therefore perceived as riskier when compared to the standard, smaller
mortgages that were being packaged for resale by most originators.
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3.11
Credit Clawback Provision
In 1986, First Republic introduced what continues to be a fundamental
component of its credit culture: the credit “clawback” provision. Though the enterprise had few bad loans,
Herbert sought to formalize his expectation of superior safe lending by implementing a policy that, in effect,
designated Relationship Managers, First Republic’s credit-trained lending officers, “owners” of the loans they
wrote.
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3.12
Tending the Entrepreneurial Flame
The First Republic leadership team embodied the entrepreneurial spirit
and approached strategic and structural decisions with the intention of promoting the same throughout the
enterprise. Everyone pitched in to get the job done, with Herbert and August- deWilde divvying up projects and
shifting resources as needed. “Jim and Katherine are doers as well as managers,” said Dyann Tresenfeld, who
joined First Republic in May 1986, switching from a career as a successful real estate agent to that of a real
estate banker. “Everybody’s producing and has their feet on the ground and their hands on whatever they need
to do to take care of issues.”
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What Are These Things?”
3.13
The First Initial Public Offering
With its business growing rapidly in 1986, and the U.S. economy rallying
as well, the First Republic leadership team decided to explore taking the company public. Herbert and
August-deWilde talked with a number of investment bankers in San Francisco. August-deWilde reconnected with
Jim Marver, a longtime friend who was running the San Francisco office of New York investment bank L.F.
Rothschild, Unterberg, Towbin, Inc. He was intrigued by the First Republic story and impressed with its
leadership team. In fact, he became an early client of First Republic and served with Herbert for years on the
Board of the San Francisco Ballet.
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3.14
General Atlantic
First Republic received yet another capital boost in 1987, partly as a
result of a conversation August-deWilde had during an otherwise routine airline flight. After boarding the
plane, she realized that she knew the man seated next to her, a former colleague from her days at McKinsey &
Co. It was Edwin Cohen, President and Chief Executive Officer of General Atlantic, the private equity firm
that would again years later play a vital role in First Republic’s evolution. The two began talking, and Cohen
volunteered that General Atlantic might be interested in investing in First Republic.
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3.15
Strong Results
First Republic had recorded a slight decline in the dollar volume of
mortgages originated in 1987, compared to 1986. The company cited increased competition as the reason for
lower initial interest rates on adjustable mortgages, as well as thinner profit margins and reduced initial
profitability on new loans. The company assured shareholders that it would adjust to the competitive
environment in 1988. True to form, First Republic over-delivered.
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Image Credit - Photograph in the Carol M. Highsmith Archive, Library of Congress, Prints and Photographs Division.
3.16
Savings and Loan Crisis
Though First Republic Bancorp was establishing its footing and gaining
momentum, and despite the fact it was not a savings and loan institution but rather a thrift holding company,
there were signs that the industry as a whole was headed for trouble.
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3.17
Separating from the Pack
First Republic put as much distance as possible between itself and the
industry in its 1988 annual report to shareholders: “The Company and its subsidiaries are not associated in
any way with the Federal Home Loan Bank system, the savings and loan industry, or the Federal Savings and Loan
Insurance Corporation (FSLIC). First Republic Thrift & Loan, the larger of the Company’s two subsidiaries, has
been insured by the Federal Deposit Insurance Corporation (FDIC) since 1986; the smaller, El Camino Thrift &
Loan based in San Diego, has applied for FDIC insurance.”56 El Camino later secured coverage in August of
1989.
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3.18
Client Testimonials Debut
A powerful and longtime approach to communicating what makes First
Republic unique debuted in the pages of the 1989 Annual Report. The company turned the spotlight on what at
the time were its two largely distinct groups of clients: depositors and borrowers. Herbert felt that client
testimonials were really the only way to “prove” good service, and he initiated this innovative approach to
marketing the client- focused enterprise. Client testimonials would define the First Republic brand in years
to come and still feature prominently in the company’s advertising nationwide.
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3.19
Loma Prieta Earthquake
Some investors may have been worried about First Republic’s outlook
during the worst of the savings and loan crisis, but for Castro-Franceschi, Tresenfeld and First Republic’s
other top producers, most of 1989 was great. “We have this amazing momentum, we’re going gangbusters, we’re
really penetrating now … then the ’89 earthquake comes,” Castro-Franceschi recalled. She was hunched over her
typewriter trying to finish a set of loan documents on the afternoon of October 17th, 1989. Filing cabinets
crashed to the ground and the building shook, but the native San Franciscan did not move. She had seen her
share of earthquakes.
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3.20
Firm Footing
In its first four years, First Republic grew rapidly and withstood
repeated and significant tests of its strategy, adaptability and leadership. It navigated the troublesome
acquisition of El Camino Thrift & Loan, adopted a compensation strategy counter to the industry norm in order
to protect its clients and investors, secured FDIC insurance for its depositors, and continued to grow and
innovate through the savings and loan crisis. And it emerged from the damage of the 1989 San Francisco
earthquake with a one- time loss of less than a half-million dollars, mostly from lost leasehold improvements,
and damage-related loan write-downs estimated at less than $150,000.
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