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U.S. Business BB&T to buy SunTrust in largest U.S. bank deal in more than a decade

In this May 7, 2009 file photo, the SunTrust headquarters is shown in Atlanta, Ga.

John Bazemore/The Associated Press

A more permissive regulatory environment culminated on Thursday in the biggest bank merger since the 2007-2009 financial crisis, and more deals are likely, analysts and investors said.

U.S. regional lender BB&T Corp. said it will buy rival SunTrust Banks Inc. for about US$28-billion ($37-billion) in stock.

The banks hope to close the deal later this year. The timetable would have been improbable before the administration of U.S. President Donald Trump began easing crisis-era regulations, which had restricted expansion and boosted scrutiny of banks.

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The merger will put pressure on other regional banks to consider their own deals, analysts said.

“The BB&T/SunTrust merger will open more eyes on the potential for more sizable bank M&A to occur,” Jefferies & Co. analyst Ken Usdin wrote in a client note.

Bank of America Corp. chief executive Brian Moynihan this year predicted a new wave of big bank mergers at the World Economic Forum in Davos, Switzerland.

BB&T and SunTrust said the combined bank would produce annual cost savings of around US$1.6-billion by 2022. In a CNBC interview, executives said the merger would allow them to invest more heavily in new technology demanded by customers.

“The business has been changing and will be changing,” SunTrust chief executive William Rogers said. “This gives us the opportunity to be absolutely the most competitive bank.”

The combined company will operate under a new name and have around US$442-billion in assets, US$301-billion in loans and US$324-billion in deposits. It will rival The Bancorp Inc., which has about US$467-billion in assets.

Its footprint will cover the U.S. East Coast, with new corporate headquarters in Charlotte, N.C. The combined company will retain operations in Winston-Salem, N.C., and Atlanta, the home markets for both companies.

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The two banks have long been considered natural partners and advisers said they do not expect another bank to make a bid. Hostile takeovers are rare in the banking world.

The banks struck the deal from a position of strength, analysts said. Each reported strong fourth-quarter earnings last month and there were no signs of pressure near to midterm, said Terry McEvoy, managing director at Stephens Inc.

“The end result of the transaction is a very powerful company in some of the best markets in the United States,” he said.

Analysts largely expect regulators to approve the deal, although it will likely draw scrutiny from vocal bank critics such as U.S. senators Elizabeth Warren and Bernie Sanders.

The combined company will remain comfortably under the asset threshold that would make it a systematically important financial institution, sparing it increased regulatory scrutiny.

Shares of Atlanta-based SunTrust jumped 8.3 per cent to US$63.62, above the acquisition price, while BB&T rose 2.4 per cent to US$49.71.

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Mr. McEvoy said he expects the market’s positive reaction to the deal to drive similar transactions throughout the year. Regional bank stocks, including KeyCorp Inc., Comerica Inc. and Regions Financial Corp. rallied on Thursday.

Super regional banks, which typically have between US$50-billion and US$500-billion in assets, have been grappling with how to expand with fewer resources than the four largest U.S. banks including JPMorgan Chase & Co. and Bank of America Corp.

Talks between the two banks began in 2018, according to advisers. Even though BB&T shareholders will end up with a majority of shares, a key point for SunTrust was that the deal would treat the banks as equals.

The two banks have hundreds of branches within two miles of each other, but they serve different segments of the market. SunTrust has more of a commercial focus and larger clients while BB&T has a substantial insurance business.

Deal activity in the banking sector languished after the financial crisis a decade ago as stricter rules were imposed on lenders with more than US$50-billion in assets and regulators barred banks with compliance issues from expanding.

Changes in U.S. tax laws have lowered corporate taxes, freeing up capital, and Wall Street has long been expecting a wave of deal making in banking.

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On Dec. 7, the Federal Reserve Board quickly approved two of the largest bank mergers of the year, Cadence Bancorp’s merger with State Bank Financial Corp. and Synovus Financial Corp.’s merger with FCB Financial Holdings Inc.

A Wachtell, Lipton, Rosen & Katz memo said the speed of the approvals was evidence of an “increasingly favourable regulatory environment for bank M&A.”

As part of the deal, SunTrust shareholders will receive 1.295 shares of BB&T for each share they own. The per-share deal value of US$62.85 is at a 7-per-cent premium to SunTrust’s closing price on Wednesday, according to a Reuters calculation.

BB&T shareholders will own 57 per cent of the combined company, and SunTrust will own the rest.

Analyst Stephen Scouten of brokerage Sandler O’Neill said he expected the deal to get regulatory approval. “These are both very clean banks. So ultimately, [it] should get done.”

Kelly King, BB&T’s chief executive officer, will be CEO of the combined company until Sept. 12, 2021, after which SunTrust CEO Mr. Rogers will take over.

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The two companies called it a merger of equals, valued at US$66-billion.

RBC and Wachtell advised BB&T while Goldman Sachs Group Inc. along with the investment banking unit of SunTrust and Sullivan & Cromwell advised SunTrust.

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