KeyCorp (BNS) Earnings Call Transcript & Summary

Good morning, and welcome to KeyCorp's Strategic Update call. As a reminder, this conference is being recorded. I would now like to turn the conference over to the Head of Investor Relations, Brian Mauney. Please go ahead.

Thank you, operator, and good morning, everyone. With us today are Chris Gorman, our Chairman and Chief Executive Officer; and Clark Khayat, our Chief Financial Officer. This morning's call will include some prepared remarks from both Chris and Clark followed by a question-and-answer session. There is a presentation that will accompany our prepared remarks, which can be found on the Investor Relations section of the key.com website. This morning's call will include forward-looking statements and certain non-GAAP financial measures. Actual outcomes may differ materially due to a variety of important factors, which are described on Page 2 of the accompanying presentation or in our latest 10-K filing. We intend to limit the duration of this morning's call to 45 minutes. With that, I'll turn it over to Chris.

Well, thank you, Brian. I'm on Slide 3. This morning, Key announced an opportunistic capital raise of roughly $2.8 billion at $17.17 per share, representing an 11% premium to the volume weighted average price over the last 20 days. Clark is going to share details of the investment in a few minutes. But first, I want to give you answers to the questions I'm sure all of you are asking. First, why are we doing this? And secondly, why are we doing this now? First of all, to reiterate, as I have said previously, we were comfortable with our capital position and its trajectory. We were not seeking capital. We were approached by Scotiabank, a significant financial institution, that wanted to make a strategic minority investment in Key on attractive terms both with respect to premium paid and a governance framework that allows our company to maintain strategic flexibility. This investment presented us with a unique opportunity to realize incremental value for our shareholders by accelerating our capital and earnings momentum, improving tangible book value per share by over 10% and strengthening our overall strategic position in the marketplace. The investment also creates greater capacity for growth by facilitating additional investments in targeted scale across our franchise. Additionally, the financing increases our strategic agility as we continue to navigate in an uncertain macro environment. Let me dive into each of these in a bit more detail. First, we entertain this reverse inquiry from a position of strength. This investment is well timed and sequenced as it follows all of the hard work our teammates have done over the last year to strengthen our balance sheet and position Key for the future. I have always been of the view that you should fix the roof when the sun is shining. Our stock is up approximately 50% since October, and we've done the hard work to position ourselves for the meaningful earnings pivot that, in fact, is now upon us. That another financial institution would like to make a sizable strategic minority investment at a premium in the next leg of our journey is, in fact, a testament to our progress. Secondly, this investment accelerates our capital and earnings trajectory. After this investment receives regulatory approval, we anticipate having among the highest CET1 ratio for Category III and Category IV banks and be in the top quartile on a marked CET1 basis. We also anticipate using roughly half of the capital to reposition our securities portfolio that would pull forward earnings and drive approximately $400 million of additional net interest income in year 1, and in so doing, increase the durability of both our business and our balance sheet. As a result, based on current projections, we expect this investment to be accretive to EPS in 2025 and slightly accretive in 2026. Importantly, this equity raise further accelerates our ability to play offense. While we've been actively looking to put capital to work, this capital allows us to be even more flexible in support of our relationship clients and prospects. If you look at our history, with the exception of 2023, Key has demonstrated the ability to grow loans and related fees faster than the industry while maintaining our moderate risk profile. We will continue to invest in our most important fee-based businesses with even greater intensity, enabling us to further leverage our unique underwrite to distribute capabilities. This minority investment also increases our strategic agility. By virtue of having excess capital, we will be ready when opportunities or market dislocations present themselves, particularly in investment banking and payments, where we have a long and established track record of successfully integrating and partnering with boutiques. Lastly, after spending a significant amount of time with Scott Thompson and the Scotiabank leadership team, I am excited to explore the potential that our companies have to work together in a few areas for the benefit of both. For example, leveraging Scotiabank's significant presence across Canada, Mexico and Central America and ours in the U.S., we will explore opportunities to work together across investment banking, wealth and payments. Next, we think there is a meaningful opportunity to work together to capture the reshoring opportunity, a trend that I am convinced will continue to occur over the next decade. And interestingly enough, on the consumer side, not only do we have a collective footprint that spans most of the U.S. and Canadian border, we also have both built businesses dedicated to serving the needs of medical professionals, us through Laurel Road and Scotiabank through the acquisition of MD Financial in the wealth management area. In conclusion, I am excited to be making this announcement today. It is the right path forward for Key and our shareholders. This additional capital allows us to significantly accelerate our earnings trajectory and represents the next step in positioning Key for the future. With that, I'll turn it over to Clark to provide some of the details and the financial impacts and also the use of proceeds. Clark?

Thanks, Chris. Slide 4 provides a summary of the strategic investments we're receiving from Scotiabank. Scotiabank is investing roughly $2.8 billion in KeyCorp and in exchange Key will issue roughly 163 million new shares of common stock to Scotiabank, representing 14.9% pro forma ownership in the company. Scotiabank's initial common equity investment of 4.9% or roughly $800 million is anticipated to close at the end of August, with the additional $2 billion investment to occur after receiving regulatory approval which we anticipate in early 2025. Once the full investment is approved, two directors will be added to Key's Board commensurate with the size of Scotia's pro forma ownership, one will be a senior officer from Scotiabank, and the other will be a third-party designated by Scotiabank and reasonably acceptable to Key. Scotiabank has signed a standstill agreement for 5 years in which the company agrees not to increase its ownership in Key above 19.9%. Turning to Slide 5. As we think about the potential uses of this capital, we anticipate we will use a portion of the proceeds to reposition our available-for-sale securities portfolio which had an after-tax unrealized loss of approximately $3.7 billion reflected in our AOCI at August 9. We have not, at this time, determined the exact repositioning that will occur as it is subject to market and macro conditions and timing of the final regulatory approval. That said, I'll provide an illustrative example that underlies Chris' previous comments about the impact this investment could have on capital and earnings. If you look at the wheel on the top right-hand side of the page, you'll see about 60% of the roughly $37.5 billion available for sale portfolio is yielding 2.1% or less, a meaningful portion of which won't mature for 5 or more years. If we were to use approximately half of the total capital we're raising and sell some of these securities and reinvest proceeds in liquid, generally shorter duration securities, based on current rates, we'd expect to pick up roughly $300 million of net interest income annually going forward, while also providing some modest liquidity and RWA benefits. This is in addition to the significant pickup we already expect to get from a rollover of roughly $11 billion of low-yielding swaps, U.S. treasuries and other securities in the back half of this year and another roughly $20 billion of low-yielding received fixed swap securities and loans in 2025. As I said, these are illustrative numbers based on current market conditions. Ultimately, we will analyze a variety of capital deployment options, including repositioning the available-for-sale portfolio with the objective to improve profitability and offset near-term dilution. After executing central repositioning, we would still expect to retain roughly half the capital in dry powder, which we could utilize to support our clients and grow our business or manage a more severe downturn should that scenario emerge. Slide 6 summarizes the financial impacts of this transaction. The second column assumes we invest all the capital and cash held at the Fed. While the third column assumes we use a portion of the capital, as I just described, and part the remainder in cash. As Chris mentioned earlier, the total expected benefit to annual net interest income in the third column, based on the current forward curve, is approximately $400 million, with $300 million coming from the contemplated securities repositioning and $100 million from the investment of the minority investments into cash. Again, these are estimates only. When you combine this roughly 20% of additional earnings with the higher share count, we estimate this transaction is low single digits accretive to current consensus EPS in 2025 and slightly accretive in 2026. Slide 7 shows the pro forma position of this opportunistic raise. Even after using a portion of the capital, as previously described, we become a top quartile capitalized Cat III or Cat IV bank on both a reported CET1 basis and on a marked CET1 basis. On Slide 8, we highlight focus areas we've been talking to you about for a while now where we have a proven track record of success and anticipate using some of our excess capital to lean in more aggressively. Investment banking, where we've grown at an 8% to 9% CAGR over the past decade plus, integrated boutiques such as Pacific Crest and Cain Brothers and launched successful uni-tranche funds as well as third-party partnerships. We can use the excess capital to accelerate our momentum in the renewables and affordable housing space as an example. In payments, where our privacy focus has made this a core competency for us with commercial deposits growing in the high single digits and where we see continued momentum as clients are more focused than ever on working capital solutions and driving efficiency in their own businesses. Over the years, we've acquired fintechs like AQN and XUP and successfully partnered with companies like Avid Xchange. And finally, in wealth management where we are a leading wealth manager among Cat IV banks and have meaningful opportunity to better penetrate our roughly 1 million existing mass affluent households, only about 10% of which are existing wealth clients of Key. Slide 9 shows that historically, as Chris has mentioned, outside of 2023, Key has demonstrated the ability to grow loans faster than the rest of the industry while maintaining our moderate risk profile. We mentioned on this past earnings call, our lending pipelines are up meaningfully across middle market and institutional and we're well positioned to grow the loan book from here in a prudent manner. Additionally, we've proven the ability to drive broader relationships off this lending. As you can see on the right side of the slide, our investment banking fees, assets under management, commercial operating deposits and payment fees are all outsized when compared to our peers. In summary, like Chris, I'm very excited to announce this transaction. We think it checks a lot of boxes for Key and for our shareholders. We're getting a strategic minority interest at a premium. With the full investment in place, we'll have tangible options to meaningfully improve our capital, liquidity and earnings profile at an accelerated pace. There are some areas we will explore with Scotia where perhaps we can work together to generate additional earnings for both companies. And while we can't quantify this for you, given the uncertain environment we're in, the excess capital we're gaining in this transaction gives us maximum flexibility in any environment and will play to our advantage as dislocation and opportunities ultimately present themselves. With that, operator, would you please open the line for Q&A?

[Operator Instructions] Our first question will come from Ebrahim Poonawala with Bank of America.

So first, congrats on the transaction, Chris. And the question is, I think it's a unique transaction for those of us from the outside having a financial institution take a stake. So if you don't mind, and I think I heard you talk about you had a reverse inquiry from Scotia on the transaction. So just give us a sense of the thought process around going down this path relative to raising capital via your shareholders or even looking for a more holistic strategic transaction that led you to close on this transaction, if you don't mind? And is this purely financial in nature at this point? Or should we be reading into a more closer strategic integration with Scotia anytime soon?

Sure. Well, first of all, thanks for your question. But you're right, it is a unique transaction. It is a financial transaction plain and simple. We never considered a strategic sale of the business or anything like that. But the way it came about is Scott had reached out shortly after he became CEO and he and I have had regular discussions, not really about any kind of a financing, but really about kind of our views on culture, our views on building a unique franchise and so we developed a relationship. And then as we looked at from a Key's perspective, if you kind of think this is a very important kind of sequence in everything we've been doing. So if you think about going back, Ebrahim, we shrunk RWAs by $18 billion. We organically grew CET1 from 9.1% to 10.5%. We've talked at length about the roll down of our short-term swaps and treasury portfolio, which is in addition to all this and is very real. And what this does is it kind of just accelerates all of our ability to generate capital, to generate earnings. We mentioned another $400 million as we go after these bonds that are really more in a longer duration than what we've talked about in the past. And then after all of that, we end up with more capital. And when you have more capital, you're obviously better positioned as Basel III end game plays out along with long-term debt, along with liquidity requirements, all of those, as we've talked about, are getting pushed out. But there's no doubt that all banks are going to have to carry more capital, we're positioned for that. And also partly as a result of all of that, I think our industry is going to go through a reset and we will be well positioned for that as well. So I hope that gives you some kind of texture for how this came to be.

No, that's helpful. And I guess, a separate question. You have the Slide 7, I think, pro forma for the bond book restructuring, you'll still be at the higher end of your peer group that you have there. I mean, over the last 6 to 12 months, right, I think just speaking to investors, the narrative has been key has been in a capital deficit, RWA diet digging out of that. Give us a sense of what -- how this transaction changes that, your ability to defend market share or even actually now be on the offense and gain market share?

Yes. So in terms of defending market share, as we've mentioned before, we've actually grown our clients in spite of being shrinking RWAs. I'm actually very proud of that. But there's no doubt that this additional capital enables us to be front-footed. Front-footed as we go after prospects, maintaining our risk profile, of course, front-footed as we serve our clients and our customers but also, we have a long history of making these strategic niche acquisitions and investing in both people and technology. And there's no question when you have more capital, you're in a position to do that. And as I mentioned, it will be interesting just to see kind of how the whole industry shakes out. I think it's going to be -- I think capital is going to be at a real premium and a real competitive advantage.

Next, we go to Scott Siefers with Piper Sandler.

So first, congrats on the transaction. Chris, maybe I was hoping sort of along the lines of selling a stake to another bank specifically, can you sort of walk through the pros and cons of having that sort of ownership structure? I guess what sort of rights, if any, would Scotiabank have? Like could they have -- I'd say, in strategic actions such as if you wanted to buy or sell in the future, do they have any sort of first refusal or just overall strategic influence? How does that all flush out?

So the direct answer to your questions about right of first refusal, et cetera, the answer is no. Our strategic agility is unimpaired. On the other side of the equation, as I mentioned, I think there's some pretty interesting things that we can explore together as we go forward. And so I think it makes a lot of sense and I think it is a unique transaction, and I wouldn't be surprised if perhaps it's the first of several that might look like this.

Okay. Perfect. And then maybe one for Clark. Do you have to match the timing of the balance sheet restructuring with the timing of the receipt of the capital? In other words, would capital potentially go down initially when you only have part of the money but do the balance sheet restructuring and then go back up upon receiving a second tranche? Or how should we be thinking about how all that works just in terms of timing?

Yes. Thanks, Scott. It's a good question. Right now, I think our contemplation would be to look to do some repositioning of the securities portfolio after the second tranche comes in. So we have some flexibility to make some smaller moves between here and there, but we really would try to do it at one time in one quarter and then just kind of put it behind us and move forward. That said, we do and have preserved the flexibility to look at something in the interim if the market just either offers something really attractive or we start to feel like it might get away from us. So again, I think flexibility, but the preferred view would be to try to do something one time and then kind of put it behind us and move forward. The piece I will say is we do think there's a bit of a natural hedge in the securities portfolio here. So if rates -- term rates were to come down, and they've come down quite a bit, which is reflected in our AOCI as on Friday, which we shared, while the reinvestment rate comes down, it also allows us to address a larger portion of the portfolio. And if rates in the term range were to go up, we'd get fewer securities, which we could move for the same amount of capital, but the reinvestment rate would be higher. So we think there is a natural trade-off there in the NII accretion move. But again, right now, it's speculation just based on where we are today, and we'll be watching closely to see how the market evolves.

Next, we go to John Pancari with Evercore ISI.

Did you -- just on that later thing, I think the call broke up just a little bit there. Can you maybe talk about the forward curve expectation, again, that's baked into the securities portfolio repositioning assumptions that you gave when you walk through it, if you could just maybe talk through how you're looking at the interest rate outlook from here?

Sure. So at this point, we would have seen the forward curve down to, I think, [ 450 ] by the end of '25. And a couple of other points. One, we're making a simplifying assumption that the proceeds from the investment go in cash and sort of stay in cash for the long term. We're not and haven't described at this point any contemplated other use of that, for example, increasing the support of clients in the loan book, which obviously has better returns than just the cash. So it's a simplifying assumption. And my last point was really just that based on how the belly of the curve moves. So again, we're exposed more to the 3- to 5-year portion of the curve. To the extent that moves around, the offset is, as it gets lower and our reinvestment expectations will come down with that, we should be -- AOCI should also come down, we should be able to address that by potentially repositioning more securities. And conversely, if that -- those 3- to 5-year rates go up, our reinvestment rates get better but we would be looking at a smaller repositioning. So we think that mostly neutralizes it and gives us confidence that we can demonstrate the accretion we shared in 2025 and '26.

Okay. Great. And then I know this is -- separately on the regulatory front. I know it's a sale of a stake and not the whole company, but can you just discuss the confidence in getting this deal through on the regulatory front? We have seen some past transactions have some issues in getting closed. And then I guess as a follow-up to a question that was brought up earlier. Could this be viewed by some as a precursor to a larger transaction with Scotia?

Yes, John, let me just take the regulatory approval process, and then I'll hand it over to Chris to take the other part. So just two steps to this. One, as we mentioned, kind of leg one, we expect end of the month or so. That just goes to the Hart-Scott-Rodino filing. Don't see an enormous amount of risk there. I'll never say never, but I think that one feels fairly safe. And then the second piece would be, obviously, the stake that would take Scotiabank above 49%, that's what requires the Fed approval. And your point is a good one that we've been talking about the risk of those approvals, but I don't think either bank would have come to the table today without some degree of confidence that, that will go positively, but I'll ask Chris to comment on that and then answer the second part of your question.

Thanks, Clark. No. I mean, John, your question is a good one. You can imagine based on the premise of your question that we, meaning all parties to the transaction, have spent a lot of time making sure that we're as sure as you can possibly be, that this, in fact, will go through. And so we've done the work there. And then secondly, to the second part of your question, no, this isn't a step to a sale of the business. We never contemplated a sale of the business. This is a strategic financing and a partnership that we're very excited about. We think it can create a lot of value.

Next, we go to Ken Usdin with Jefferies.

A couple of questions. I know that it won't be your decision, but is there a potential for this to be a potential positive improvement in the light of the rating agencies and what that might mean and if that's contemplated at all?

Yes. Thanks, Ken. Look, so your point is right. I can't make any promises or determinations. All I can say is this ought to improve. It obviously improves capital in a significant way. And if we move forward with the contemplated restructuring as we talked about, we would end up with better capital, better liquidity and better earnings. So I have no direct experience as a rating agency person, but that seems like it should be positive.

Okay. And related to having more capital, any thought? I'm sure this is way down the road, but now you're in a much better position both with and without AOCI. You just got some capital, but how do you think about the buyback or a buyback relative to the other potential opportunities that you just view and Chris discussed earlier?

Sure, Ken. That's a great question. Obviously, that will come into focus after we, first of all, restructure the balance sheet, and secondly, we see the final rules with respect to the Basel III end game, long-term debt, liquidity requirements. But clearly, we would be in a significantly different position as we get over those hurdles to evaluate share buybacks. We've always said that we thought our dividend payout should be somewhere between 30% to 50% and a total payout would be somewhere in the neighborhood of, say, 70% to 80% and so you can imagine, as we pull forward another $400 million of NII on a base of, call it, $900 million, that's pretty significant. But not ready to think about that yet. We've got some other things to achieve before we think about that.

Okay. And just one more dovetail off of that last point, Chris. So I was wondering, is it just timing the low single-digit accretion in '25 and then slightly accretive '26. Can you just -- is that just the math of where consensus sits? Or is it the math of share count, rates, et cetera? Can you just kind of walk us through why it's not as accretive, and I know you're not giving us a specific number in '26 as it is '25, and I understand that some of it is a pull forward?

Yes. So Ken, as usual, you hit a bunch of the detail points. So one, I mean part of it is rates for sure. And I'd say the other point is just the simplifying assumption I mentioned earlier, which is just kind of warehousing the excess in cash, which, again, simplifies it as a rate -- as the curve comes down, the yield on cash comes down. But to the extent we have organic opportunities to lean into clients and prospects, we would do that, and we would expect that to improve that opportunity.

And our next question is from Mike Mayo with Wells Fargo.

Just a couple of clarifications. When you say it's accretive to EPS, do you mean relative to consensus or to what your own internal models have?

Yes. So for this purpose, Mike, we just took consensus, adjusted it for the new share count to identify the dollars required and measured it in that way. So no comment here on 2025 guidance, yes.

Okay. Because 2026 consensus is all over the place, so -- but you're just saying it's accretive to the average consensus.

Accretive to the average consensus in like basically absolute dollar of dilution neutralized way, right? So what is that consensus net income number, how would it change based on the share count, what would we have to create from a net income standpoint to, in this case, more than neutralize that and create a little accretion.

Okay. And then you said the securities repositioning would be roughly what date, if you had to guess?

Well, it's likely going to be dependent on when that regulatory approval comes through because that will be the second leg which would get us the additional capital. And again, we're not committing to a time frame at this point, one, because we don't know the timing of that regulatory approval; and two, we want to maintain flexibility if there's opportunities to move earlier, but our preference would be to do this at one time post the second slug of capital coming in.

Okay. So the usual regulatory process, whenever that's done is when you intend to do the securities repositioning?

That would be [indiscernible].

Okay. And you said -- so I guess you're doing this, like if we go in a recession, you have more capital, you have more capital to absorb unforeseen problems. You'll be in a position of strength, you can capitalize. And if we're in a good environment, then you can do more of your lending, I think that's what you're saying, but it's hard to see why Scotiabank is doing this. You say it's a financial transaction. You have partnerships with them. I don't know what the word partnership means investment banking, wealth, payments in Canada, Mexico, Latin America, the U.S., reshoring consumer medical vertical. It all sounds nice, a partnership, but I don't really know how that actually plays out in reality. I think we've heard a lot of these joint ventures, partnerships over the last 3 decades that don't really amount to much. But why is Scotiabank doing this?

Well, I think as they think about kind of -- and again, obviously, I can't speak for Scotiabank. But I think historically, they've been in Canada, they've been in Central and South America. And I think, obviously, the opportunity to serve clients kind of cross border in the U.S. is an important market. And I think there's -- as I mentioned in my comments, I actually think there's a lot we can do together, particularly when you think, Mike, about this reshoring and this reshoring is real. I talk to our clients all the time. And these $0.5 billion, $1 billion companies that have -- that were pulled to Asia by their biggest customers are now being pulled back to -- usually, it's some combination of the U.S. and Mexico.

Okay. So reshoring, you're just talking about the increased opportunity in Canada, U.S., Mexico, business coming back from Asia to closer to the U.S.?

That's right.

Okay. I understand.

Exactly. Sure.

And then just a really simple question. Why does tangible book value go up by 10%? What are the mechanics there in just layman's terms?

Just given the raise in the premium versus the new share count.

Okay. And if you just break that down one more level? It's like -- so they're paying a premium to -- I mean...

Yes. And so I mean, you bring in tangible capital, right? And it's coming in at a higher than existing share price. So when you take the new number divided by the expected new shares, you get that increase, but we can share the math with you offline just so you have exactly what we're talking about later.

Next, we go to Matt O'Connor with Deutsche Bank.

You highlight near-term accretion since you're accelerating the bond book reinvestment. I guess how are you thinking about the longer-term earnings impact? I mean how much of the 15% equity issuance do you think you can offset? I know you show the illustrative percent that you earned from cash. Obviously, you're hoping to lean into lending and some other areas. But as we think out beyond kind of just front-loading or accelerating the bond reinvestment, how are you going to offset that 15% equity issuance? And how much do you think you can?

Sure, Matt, it's Chris. So obviously, we've spent a lot of time looking at these numbers. As you think about after we reposition the balance sheet as you get into the out years, namely 2027 and 2028, we basically were raising, call it, $2.8 billion. We're going to spend some number like 50% of that to restructure our balance sheet. The rest of it will be capital. The dilution, if we did nothing other than invested in cash after the restructuring, is kind of a single-digit dilution as you go out into 2027 and 2028. And I'm pretty confident based on our ability to grow our business and take advantage of market opportunities, we'll be able to grow right in and through that.

Okay. And then in terms of capital, the 9% plus including AOCI, I guess, is that the new level that you think folks like you would need to be? Or what's your targeted level as you think out the medium term?

We've yet to come out with our new targeted levels because the Basel III end game hasn't been finalized. As you know, for Category IV banks today, mark CET1 isn't even a regulatory capital measure but we'll come out with that once the regulations are finalized.

Okay. And I guess just to follow-up on that. Like it seems like most of the kind of non-G-SIB banks are managing the capital more for the rating agencies and the regulators, I mean, all you guys have well above what you need from what we see through kind of DFAST and CCAR. So I don't know if you have any sense of what the rating agencies are looking for on an adjusted basis because it does seem like that 9% plus is the level folks are going to. So I don't know if it's just a coincidence or that seems to be norm now.

Sure. I'll just close quickly on that, Matt. I mean, look, we are in dialogues with the rating agencies frequently. And I think the concept of AOCI adjusted capital has made its way there as well. So I don't think it's -- it certainly isn't a clear directive from the rating agencies in terms of absolute levels, but the sense that, that is an important component has become clear over the last year, and I assume our peers are hearing the same message. So seeing us all gravitate to those ranges is probably everybody responding to that feedback.

Next, we go to Gerard Cassidy with RBC.

Congratulations, as others have pointed out to you. Chris, this reminds me of Toronto-Dominion's investment in Banknorth 20 years ago. Theirs was a bit higher, their initial investment, but eventually, obviously, they bought the whole bank. I know you said at the outset in response to a question, the franchise was obviously not for sale. As you walk through the 5-year standstill, can you share with us what happens? I mean, can things change, even though you have a standstill, if you guys choose to change it or no, you're locked in at the end of 5 years, then the game could change?

Well, I mean, Gerard, obviously, just as nothing has changed by doing this financing. Obviously, anything can happen over the next 5 years. I'm not sure how things will play out. But as the industry continues to develop. But make no mistake, this is a -- as I said, this is a strategic investment at a premium. It just so happens that it happens to be by an industry participant.

Got it. And then I don't know if you know this answer and we'll probably get it on the Scotia call at 9:00. But do you know does -- I know you guys have your regulatory approval process that you've already outlined very clearly. Do they have to get OSFI, that's their primary regulator in Canada, do they have to get OSFI approval for this investment, to your knowledge?

Well, obviously, I'm not qualified to really answer that, but I can tell you, it's my understanding that the only approval authority for this transaction is the Federal Reserve.

In addition to the HSR, but yes...

Next, we go to Manan Gosalia with Morgan Stanley.

Just as a follow-up to the capital question, you also mentioned from a liquidity perspective, you'd be at a 10% cash to assets ratio. Is that the right place you want to be going forward? Or is there some room to maybe bring that loan-to-deposit ratio lower?

Yes. I mean, we haven't set at this point, a very targeted cash ratio other than we have been running at higher levels over the last quarter or so. I think it really comes down to where are the best opportunities to deploy that liquidity. And if it's -- if there's not the right deals for us in the market, then right now, certainly, cash makes more sense. But we would rather be in the market supporting clients if those deals make sense and are available.

Got it. And then as you're thinking about a more normalized NIM level with this securities repositioning, the yield curve has changed quite a bit since the earnings call as well. So can you talk about how you're thinking about NIM evolving over the next year or 2 after the securities repositioning and what the normalized level for NIM is?

Sure. So again, I can't predict where the rates will go, but we have talked in the past about getting on the other side of some of these balance sheet issues. This will obviously accelerate it should everything go as we've discussed. Given that, given a more normalized lending environment, at least versus what we've seen in the last quarter or 2 or in the last year, and obviously, a more normalized shaped yield curve, something upward sloping, I think we've said something with a three handle is not out of the realm of possibility, and we think this helps get us much closer to those levels.

Next, we go to Erika Najarian with UBS.

My first question is for you, Clark. I guess, following up to both Mike and Manan's question, I think investors are wondering what the base is for the $400 million of additional NII. On Slide 14 of your earnings presentation, it's pretty clear that your baseline in terms of NII for 4Q '24. And Clark, if I'm hearing you right, it sounds like the balance sheet restructuring is unlikely going to come until that 1Q '25 slug comes. But help us think through the baseline. I mean I know now we're in a more public forum. I think everybody was waiting for you guys to comment at Barclays in September. I'm just wondering -- I mean I'm on maternity leave. So I haven't kept Bloomberg this morning, but I think we have 4.5 rate cuts in the curve versus the 1 and 2 that you have on Slide 14. So help us think through what that NII may look like under the current curve that we would put the restructuring on top of?

Yes. So fair question, Erika. We weren't intending to provide kind of mid-quarter guidance today. We will do that as regular -- regularly planned at Barclays next month. But certainly, we're not updating anything today to change that.

But fair deduction that over the near term, the curve pressures that run rate?

Yes. I mean the flip side of that is just what happens to loan demand, right? So as we've talked about before, rates come down, the two components when rates come down are going to be moving deposit betas and getting loan demand. So those tend to be the counters.

And speaking of counters, does this -- I know you have long-term debt to consider, but part of the walk to the $1 billion in NII that was very credible is the funding, right? The funding was very upside down in terms of the cash rate versus your wholesale cost. I'm wondering if getting all this cash in, how we should think about accelerating the funding optimization of KeyCorp.

Yes. So good question. Two comments to that one. if this deal were to get approved in early '25, we'll get the $800 million of cash in the back half of this year, not the full amount, just as a reminder on timing. But your question is a good one, which is when we have all of the cash, our simplifying assumption in this morning's call is we just hold it at the Fed and get paid right on cash. The reality is we have options to either deploy it to client assets, which would obviously be our preference or continue to address better funding dynamics. So we have opportunities to do that. We will continue to look at that, but our first choice would be to lean into supporting clients and prospects.

And one more for Chris. I know we're at 8:45. But on Slide 3 of the Scotia presentation, it says that it generates -- this transaction generates near-term attractive returns while creating future optionality for the bank in the North American corridor. I know the bank is not for sale, but I'm sure you're very aware of the conversation that this will elicit from investors. But my question is maybe going back to Gerard's question, this capital will allow you in theory to accelerate being faster, stronger, better, right, with very -- you become an even more attractive bank in a few years' time than maybe you would have been without this capital. And I'm wondering, you said they don't have the right of first refusal in terms of strategy, but do they have the right of first refusal in terms of other partners coming in that would potentially want to partner with Key?

This -- Erika, there's no question, what this capital does for us is it makes our franchise, which is already very attractive, even more attractive. That all is true. It also puts us in a position where as the whole industry continues to evolve, and I believe there's going to be not soon, but down the road, a lot of consolidation. It also positions us very well for that as well. So I think it is attractive. I think it makes -- I think Key is an attractive franchise. I think it makes Key a more attractive franchise, but I also think it enables us to be front footed out there, both in the marketplace and strategically.

And the only thing I'd add, Erika, is, we will -- and for everyone on the call, we will file the investment agreement in the next day or so. So you can see the particulars of that. And if you have follow-up questions on that, we're happy to answer them.

And we will take one final question from David Long with Raymond James.

Great. Chris, if we could fast forward, say, 5 years and everything goes according to plan, what do you see as the single or maybe 1 or 2 best opportunities for Key? And then how will that be measured by the bank to show your progress to the Street?

Well, I've always believed -- first of all, thank you for the question. I've always believed that our best opportunities is what we talk about as targeted scale. So I think the greatest opportunities for us will be to continue to expand, for example, in our integrated corporate and investment bank, to expand the number of verticals, to build out the number of verticals. I also am very, very interested in continuing to invest in our great private client business. We have $58 billion of AUM. We're very focused on the mass affluent segment. I think there is a lot we can do there as well. In our retail franchise, we'll continue to invest in the west, where we have significant growth in terms of capturing new households, and so I think our notion of targeted scale is exactly how we're going to continue to grow. And I think that with this financing, it positions us well to do so.

Thank you. We'll turn the call back to Chris Gorman.

Again, we thank you for participating in our call today. If you have any follow-up questions, please reach out to Brian and the IR team. This concludes our remarks. Thank you. Goodbye.

Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation. You may now disconnect.