If there’s any aspect to business that’s a toss-up right now, a common refrain might be, “Wait and see what happens Nov. 3.” The date of the U.S. midterm election – and the potential power swing it wields – may bring certain short- and medium-term priorities into focus.

For a certain subset of bankers, though, the red-letter date may be Nov. 4. That’s when shareholders of one of the nation’s 20 Black-owned banks – Durham, North Carolina-based M&F – are set to vote on whether the lender will merge into Optus, another Black-owned bank, albeit out of state.

That prospect has irked Greensboro, North Carolina-based Triad Business Bank, which since August has made M&F four offers to counter Columbia, South Carolina-based Optus’ bid.

The latest, submitted Oct. 8, offers M&F shareholders $53.50 in cash for each share they own. If more than 25% of shareholders elect cash, the remainder will receive 1.25 new shares of the combined company per pre-transaction share.

By comparison, Optus’ proposal, announced in July, would give M&F holding company shareholders up to $53.30 per common share in cash. But only $46.57 per share would be payable at closing. The other $6.73 per share would follow if certain outstanding shares of preferred stock were to be repurchased within a year of the deal’s closing.

M&F’s board, for its part, told shareholders in an Oct. 19 statement, that Triad’s fourth offer – a nonbinding indication of interest – is “not a superior proposal to the Optus merger and is not reasonably likely to lead to one.”

The value Triad projects from a combination is not based on results but a future Nasdaq listing, M&F’s board wrote.

“Triad’s business record does not support those projections,” M&F said. “Triad’s share price has declined by more than 30% over the past six years, and its results have been substandard and predominantly unprofitable.”

Further, the projection depends on shareholders keeping stock in the combined company for five years while receiving no future dividends, M&F said.

Also, under the Triad proposal, M&F shareholders would hold less than a majority of the combined company: 47.4%, M&F said.

But in an Oct. 21 response, Jonathan Lee Kelly, a director at Triad, said M&F is discounting other valuable pieces of Triad’s offer.

Namely, M&F would remain the holding company and surviving entity and Triad would become a second bank subsidiary. M&F would keep its charter, its name and its headquarters in Durham. (Under the Optus deal, North Carolina would lose its last Black-owned bank, Triad argues.)

Further, Triad would codify that M&F maintain a majority-Black board, which would cement the bank’s status as a minority depository institution. Also, M&F CEO James Sills III would remain in his current role, and the bank’s designation as a community development financial institution would be preserved.

The Optus agreement, by contrast, “kills Mechanics & Farmers Bank, and no description of it as a rescue changes what it does,” Kelly said.

Triad, in an Oct. 15 letter to M&F’s shareholders, conceded that M&F’s board “got it right” initially.

“Through September, it did what you would expect a board to do with an unsolicited approach from a younger bank with a short record: it was skeptical, and it said so,” Triad said. “We do not hold any of that against the Board. But since then the information has changed.”

M&F, for its part, maintains that a tie-up with Triad “would bring significant new uncertainty,” and that the unconventional “multi-bank” structure of the deal “could put M&F’s franchise at risk.”

“The Board expects that a combination with Triad could lead to a significant loss of deposits and other critical relationships, reducing the value of any equity held by legacy M&F shareholders,” M&F said, adding that it was not permitted, under the Optus agreement, to engage in discussions with Triad without putting the July offer at risk.

This has not stopped competing offers in other deals. Blue Hill Advisors, for example, repeatedly offered to buy Honolulu-based Territorial Bancorp under the guise of keeping the lender’s Hawaii home base, when Los Angeles’ Hope Bancorp proposed acquiring it in 2024. Hope eventually won out.

The M&F-Optus-Triad drama isn’t unique among Black-owned banks, either – as investor Dream Chasers Capital Group proposed buying 35% of Carver Federal Savings Bank in 2024 after it became displeased with the Black-owned bank’s board. (Carver’s board members were reelected.)

Through that lens, perhaps all that’s left, ahead of M&F’s fate Nov. 4, is the wait and see.