BANK MERGER TRENDS

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Data is as of Q3 2024 from FDIC Call Reports.

 

BANK MERGER RATE


Latest 4 Quarters Ending Q3 2024:     1.8%

Since 1990:     4.3%

(# of banks merged as percent of total banks)
 

STATE OF BANK MERGERS

 

Bank Merger Rate:

  • 1.8%
  • ~2 banks merged for every 100 banks chartered as of beginning of period.
  • Second lowest Bank Merger Rate since advent of interstate banking in 1994.
 

Bank Size:

  • ~35% of Buyers < $1 billion total assets
  • ~70% of Sellers < $1 billion total assets
 

Intrastate / Interstate:

  • ~70% intrastate.
 

HISTORICAL PERSPECTIVE ON TRENDS IN BANK MERGER ACTIVITY.

Bank mergers are not a new or recent phenomenon. These strategic steps have been taken by bankers since the early 1900’s. Bank mergers were occurring at the rate of 150 to 350 per year (White, Eugene Nelson. “The Merger Movement in Banking, 1919-1933). With a population of banks totaling above 25,000, the Bank Merger Rate was in the range of 0.6% to 1.4% in the early 1900’s. To put in perspective, the Bank Merger Rate was 2.3% with 107 bank mergers in 2023.

The metric - Bank Merger Rate - is calculated by dividing the number of banks that merged during the year by the number of banks in existence at the beginning of the year.

There was no law defining a true merger between two banks in those early years. The work-around solution was to have the Selling Bank liquidate and to have the Acquiring Bank purchase the assets and assume the deposits and other liabilities (think Credit Union acquisition of a commercial bank today). For a national bank, the surviving bank could only operate out of a single office as no branching was allowed such that one of the offices of the newly merged bank would close.

In 1918, a bank merger law was enacted for national banks. The Act of November 7, 1918 allowed for the merger of a national bank with another national bank if located within the same county or city. This structure did not accommodate state banks so the previous process remained in use (liquidation, followed by purchase and assumption).

In 1927, the McFadden Act was enacted allowing state and national banks within the same county or city to merge. This Act also gave national banks the same branch banking rights as state banks within that state such that a merger could result in branch offices.

 
 

OVER PAST FOUR DECADES, BANKING INDUSTRY CONSOLIDATION STEADILY CONTINUES.

The banking industry consolidation has been on-going for more than four decades. The pace - known as the Bank Merger Rate - has moved up and down - the current decade of 2020’s being below levels of all recent decades except the decade of the 1980’s.

Banks of all sizes participate in merger activity. While the largest banks get the press for their mergers (and in a note here below), Community Banks continue to participate as buyers and sellers in over seventy-five percent of bank mergers.

Bank Charters and Bank Mergers.

Bank Mergers:

  • ~16,000 mergers over 40 years
  • Annual Average: ~400 bank mergers
  • Highest: 725 bank mergers (1997)
  • Lowest: 107 bank mergers (2023)

Bank Merger Rate and Banking Industry Consolidation Rate.

Bank Merger Rates:

  • Annual Average = 4.3%
  • Highest = 6.3% (1997)
  • Lowest = 1.0% (1980)

BANKS OF ALL SIZES STEADILY ENGAGED IN MERGERS AS A STRATEGY ACROSS ECONOMIC CYCLES.

Bank Merger Activity Across the Economic Cycle.

Bank mergers averaged 400 per year with a high of 725 mergers in 1997 and a low of 118 mergers in 2023.

The number of bank mergers appears influenced by strategy and opportunity.

The two primary constraints on number of bank mergers by an acquiror: Capital and Integration. Acquisition financing with debt and creation of goodwill impact bank capital ratios. In general, an acquiring bank can only integrate one merger annually - or perhaps two.

Bank Merger Rate Across the Economic Cycle.

The Bank Merger Rate does show a tendency to rise during a period of strong economic growth.

But, given the importance of bank mergers to a bank's strategic plan, the Bank Merger Rate remains relatively steady with an average of 4.3%.

The Bank Merger Rate hit a high of 6.3% in 1997 and had a low of 1.0% in 1980.

BANKS ACROSS MOST STATES PARTICIPATE - AS ACQUIRORS AND SELLERS.

Banking industry consolidation continues - albeit, more slowly. Selling banks represented nearly every state in the U.S. While most states had acquiring banks, there are pockets of more concentrated activity. Among the more active states with selling banks, more than 70 percent of those sales were to banks within their state. Finally, the impact of the COVID-19 pandemic is showing as the number of bank mergers has fallen significantly since the eruption of the pandemic in Q1 2020; while there is some recent recovery, pace remains below historical trends. And banks of all sizes continue to participate in M&A activity as both acquirers and as sellers. It is not a “large bank”-only strategy.

States with Bank Acquirers.

Bank Acquirers by Bank Size.

In-state vs. Interstate Bank Mergers.

States with Bank Sellers.

Bank Sellers by Bank Size.

Quarterly Trends in Recent Bank Mergers

REGULATORY APPLICATION PROCESS KEY TO M&A SUCCESS.

FDIC Bank Merger Application Activity L12Mos.

Trends in FRB Bank Merger Activity

FOUR DECADES OF BANKING INDUSTRY CONSOLIDATION: THE BIG 4 EMERGE.

Following four decades of steady consolidation, the banking industry structure and concentrations stand out. Four bank holding companies exceed $1.9 trillion in total assets:

  1. JPMorgan Chase - $4.2 trillion;

  2. Bank of America - $3.3 trillion;

  3. Citigroup - $2.4 trillion; and

  4. Wells Fargo - $1.9 trillion.

These four institutions hold over 40 percent of the banking industry assets and are approximately 4X the size of the fifth largest U.S. bank holding company.

Mergers and acquisitions played a significant role in this segmentation.

Looking at the top 25 bank holding companies at the end of 1980, these bank holding companies acquired over $4 trillion in banking assets. There were mergers among this group such that only nine (9) of the twenty-five (25) remain today.

While organic growth contributed to their size, mergers and acquisitions played the most prominent role in achievement of growth.

Predecessor companies were many of the regional bank holding companies that were key merger & acquisition participants in the earlier decades: 1980s to 2000s.

However, mergers and acquisitions as a strategic step are essentially closed out for these four bank holding companies. JPMorgan Chase, Bank of America and Wells Fargo exceed or are near the 10% deposit market share cap established under the Reigle-Neal Interstate Banking Act of 1994.

For these large bank holding companies, the five year period from 2005 to 2009 was most important to this out-sized growth. And much of this M&A activity took place during the Great Recession. During this tumultuous time, the Federal Reserve and U.S. Treasury tried to direct weakening bank holding companies toward stronger partners.

And these four largest banking holding companies today: JPMorgan Chase, Bank America, Citigroup, and Wells Fargo - acquired over $3.5 trillion, or 85 percent of those acquired banking assets.

  • JPMorgan Chase: Chase Manhattan; JPMorgan; Bank One; First Chicago NBD; Manufacturers Hanover; Washington Mutual; Bear Stearns; Texas Commerce.
  • Bank of America: Bank of America; Nationsbank; FleetBoston; C&S/Sovran; Boatmans.
  • Citigroup: Salomon Smith Barney; European American Bank; Fidelity Federal S&L; First Federal S&L; New Biscayne S&L.
  • Wells Fargo: Wells Fargo; Norwest; Wachovia; First Union; South Carolina National Bank.

THE DECADE OF THE 1980'S.

"IN-STATE CONSOLIDATION ACCELERATES AND INTERSTATE ACTIVITY COMMENCES"

Recessions: January - June, 1980; July 1981 - November 1982.

Banking Crises: Farm Crisis (1982 - 1986); S&L Crisis (1989 - 1992); Oil Sector Crisis (1987 - 1992).

Bank and Thrift Failures: 1,462.

Bank and Thrift Mergers: 4,353.

Community Bank Participation: Majority of Buyers < $1 billion in total assets; many Buyers < $10 billion in total assets.

Merger Accounting: (1) Purchase or (2) Pooling of Interests.

Key Legislation: During the 1980’s, two laws were enacted that broadened the powers of thrifts or savings and loans: Depository Institutions Deregulation and Monetary Control Act (1980) and Garn-St. Germain Act (1982).

The industry consolidation started slowly in the 1980’s, but quickly rose.

The first half of the decade was characterized by in-state or intrastate mergers as federal and state laws did not allow for mergers across state lines.

Following the enactment of state laws allowing interstate bank mergers, regional consolidations commenced during the second half of this decade. These laws allowed interstate bank mergers only on a reciprocal basis between states that were contiguous to each other.

  • +4,300 bank mergers
  • Averaged ~430 bank mergers per year
  • Bank Merger Rate = 2.4% annually
  • Highest = 3.6% (1987)
  • Lowest = 1.0% (1980)

THE DECADE OF THE 1990'S.

"REGIONAL BANKING COMPANIES EXPAND: GO LARGE - OR GO HOME"

Recessions: July 1990 - March 1991.

Banking Crises: S&L Crisis (1989 - 1992); Oil Sector Crisis (1987 - 1992).

Bank and Thrift Failures: 917.

Bank and Thrift Mergers: 6,020.

Community Bank Participation: Majority of Buyers < $1 billion in total assets; many Buyers < $10 billion in total assets.

Merger Accounting: (1) Purchase or (2) Pooling of Interests.

Key Legislation: The 1990’s saw the pace of industry consolidation accelerate with the full advent of interstate banking following the enactment of the Reigle-Neal Interstate Banking Act of 1994, which included national and state deposit market share caps. In 1999, the Gramm-Leach-Bliley Act removed barriers to commercial bank, investment bank and insurance company mergers and other relationships.

The decade of the 1990’s had the most bank mergers with the pace of merger activity twice that of the prior decade of the 1980’s.

  • +6,000 bank mergers
  • Averaged ~600 bank mergers per year
  • Bank Merger Rate = 4.8% annually
  • Highest = 6.3% (1997)
  • Lowest = 2.9% (1990)

THE DECADE OF THE 2000'S.

"DEVELOPMENT OF SUPER-REGIONAL BANKING COMPANIES - AND THE BIG 4"

Recessions: March 2001 - November 2001; December 2007 - June 2009 (“Great Recession”).

Banking Crises: Residential Real Estate Crisis (2008 - 2014).

Bank and Thrift Failures: 197.

Bank and Thrift Mergers: 3,319.

Community Bank Participation: ~50% of Buyers < $1 billion in total assets; ~65% of Buyers < $10 billion in total assets.

Merger Accounting: (1) Purchase or (2) Pooling of Interests (not allowed after 2000).

Key Legislation: The Emergency Economic Stabilization Act (2008) was enacted to restore liquidity to credit markets through the purchase of up to $700 billion in MBS and other troubled assets, as well as any other financial instrument deemed necessary to promote financial market stability; and eventually led to direct investments in banks and thrifts.

Accounting Developments: FASB eliminated use of “pooling of interests” accounting for business combinations commencing in 2001.

The 2000’s continued the accelerated pace of the 1990’s, but came to a dramatic slowdown late in the decade as the Great Recession commenced.

The decade of the 2000’s saw a dramatic decline in bank mergers. However, as the total number of bank charters continued to drop, the pace of merger activity slowed only moderately compared to the prior decade of the 1990’s.

  • ~3,300 bank mergers
  • Averaged ~330 bank mergers per year
  • Bank Merger Rate = 3.6% annually
  • Highest = 5.2% (2000)
  • Lowest = 2.2% (2009)

THE DECADE OF THE 2010'S.

"FURTHER SEGMENTATION: SUPER-REGIONAL, REGIONAL AND COMMUNITY BANKS"

Recessions: None.

Banking Crises: Residential Real Estate Crisis (2008 - 2014).

Bank and Thrift Failures: 363.

Bank and Thrift Mergers: 2,376.

Community Bank Participation: ~50% of Buyers < $1 billion in total assets; ~75% of Buyers < $10 billion in total assets.

Merger Accounting: Purchase only.

In the decade of the 2010’s, the industry consolidation continues at a pace mirroring the historic average of the past four decades.

The level of bank mergers decreased relative to the 2010’s decade. But with the overall decline in bank charters, the pace matched the pace in the prior decade.

  • ~2,400 bank mergers
  • Averaged ~240 bank mergers per year
  • Bank Merger Rate = 3.6% annually
  • Highest = 4.7% (2015)
  • Lowest = 2.5% (2010)

THE DECADE OF THE 2020'S.

"CONSOLIDATION SLOWS UNDER PANDEMIC, BUT COMMUNITY BANKS REMAIN ACTIVE"

Recessions: COVID pandemic and related economic collapse and recovery.

Banking Crises: Uninsured deposit run - March 2023.

Bank and Thrift Failures: 9.

Bank and Thrift Mergers: 615.

Merger Accounting: Purchase only.

Community Bank Participation: ~45% of Buyers < $1 billion in total assets; ~90% of Buyers < $10 billion in total assets. As the decade of the 2020’s commences, the industry consolidation continues at a more tempered pace due to the COVID pandemic. The level of bank mergers also decreased relative to the 2010’s decade.

  • ~523 bank mergers
  • Averaged ~150 bank mergers per year
  • Bank Merger Rate = 2.9% annually
  • Highest = TBD ( )
  • Lowest = TBD ( )

CREDIT UNION PURCHASE & ASSUMPTION TRANSACTIONS WITH BANKS.

Trends in Credit Union Acquisitions of Commercial Banks

Comparison of Credit Union / Bank Acquisitions to Bank / Bank Acquisitions

States of Bank Sellers

States of Credit Union Purchasers

Size of County Markets of Banks Purchased by CUs

Percentage of Transactions Where CU Buyer and Bank Seller Located within Same State

States with most CU Bank Purchase and Assumption Transactions

CUs with Multiple Bank Purchase and Assumption Transactions

SELECTED SOURCES OF INFORMATION ON BANK MERGERS.

  1. FDIC Bank Find suite of data

  2. FDIC Statistics at a Glance

  3. Stephen A. Rhoades, Federal Reserve Staff Study 174, "Bank Mergers and Banking Structure
    in the United States, 1980–98
    ,": Board of Governors of the Federal Reserve; August 2000.