美国银行业并购研究1997-2003 英文版

Board of Governors of the Federal Reserve System Staff Study 176 Bank Merger Activity in the United States, 1994–2003 Steven J. Pilloff May 2004 The following list includes all the Staff Studies published since November 1995. Single copies are available free of charge from Publications Fulfillment, Board of Governors of the Federal Reserve System, Washington, DC 20551. To be added to the mailing list or to obtain a list of earlier Staff Studies, please contact Publications Fulfillment. 168. The Economics of the Private Equity Market, by George W. Fenn, Nellie Liang, and Stephen Prowse. November 1995. 69 pp. 169. Bank Mergers and Industrywide Structure, 1980–94, by Stephen A. Rhoades. January 1996. 29 pp. 170. The Cost of Implementing Consumer Financial Regula­ tions: An Analysis of Experience with the Truth in Savings Act, by Gregory Elliehausen and Barbara R. Lowrey. December 1997. 17 pp. 171. The Cost of Bank Regulation: A Review of the Evidence, by Gregory Elliehausen. April 1998. 35 pp. The staff members of the Board of Governors of the Federal Reserve System and of the Federal Reserve Banks undertake studies that cover a wide range of economic and financial subjects. From time to time, the studies that are of general interest are published in the Staff Studies series and summarized in the Federal Reserve Bulletin. 172. Using Subordinated Debt as an Instrument of Market Discipline, by Federal Reserve System Study Group on Subordinated Notes and Debentures. December 1999. 69 pp. 173. Improving Public Disclosure in Banking, by Federal Reserve System Study Group on Disclosure. March 2000. 35 pp. 174. Bank Mergers and Banking Structure in the United States, 1980–98, by Stephen A. Rhoades. August 2000. 33 pp. 175. The Future of Retail Electronic Payments Systems: Indus­ try Interviews and Analysis, by Federal Reserve Staff, for the Payments System Development Committee, Federal Reserve System. December 2002. 27 pp. 176. Bank Merger Activity in the United States, 1994–2003, by Steven J. Pilloff. May 2004. 23 pp. The following paper is summarized in the Bulletin for Summer 2004. The analyses and conclusions set forth are those of the authors and do not necessarily indicate concurrence by the Board of Governors, the Federal Reserve Banks, or members of their staffs. Contents Introduction .............................................................................................................................................. 1 Merger Data .............................................................................................................................................. 1 Merger Activity and Merging Parties ......................................................................................................... 3 Basic Overview of Merger Activity .......................................................................................................... 3 Institution Type ...................................................................................................................................... 4 Size ........................................................................................................................................................ 4 Location of Mergers .................................................................................................................................. 10 Local Areas ............................................................................................................................................. 10 Location of Targets and Acquirers ........................................................................................................... 13 States ...................................................................................................................................................... 15 Summary ................................................................................................................................................... 21 Tables 1. Number of Bank Mergers, and Assets, Deposits, and Number of Offices Acquired, by Year, 1994–2003 ... 2 2. Number of Bank Mergers, and Assets, Deposits, and Number of Offices Acquired, by Institution Type of Acquirer and Target, 1994–2003 ........................................................................... 3 3. Number of Bank Mergers, and Assets, Deposits, and Number of Offices Acquired, by Year and Institution Type of Acquirer and Target, 1994–2003 ............................................................. 4 4. Number of Bank Mergers, and Assets, Deposits, and Number of Offices Acquired, by Year and Asset Size of Merger Target, 1994–2003 .............................................................................. 6 5. Size of Acquirers and Targets in Bank Mergers, by Year and Assets, Deposits, and Number of Offices, 1994–2003 ........................................................................................................ 7 6. Number of Bank Mergers, and Assets, Deposits, and Number of Offices Acquired, by Asset Size of Acquirer and Asset Size of Merger Target, 1994–2003 .................................................... 8 7. Assets, Deposits, and Number of Offices of the Fifty Bank-Merger Targets with the Largest Assets, 1994–2003 ............................................................................................................................................ 9 8. Bank Merger Activity, by Status of Market Urbanization, 1994–2003 ....................................................... 10 9. Number of Bank Mergers and Number of Target Markets, by Year, 1994–2003 ........................................ 10 10. Number of Bank Mergers, and Deposits and Number of Offices Acquired, by Number of Target Markets, 1994–2003 .............................................................................................. 11 11. Number of Target Markets in Bank Mergers, and Deposits and Number of Banking Offices Acquired, by Year and Status of Target-Market Urbanization, 1994–2003 ................................................................ 11 12. Percentage of U.S. Population Living in a Market Affected by a Bank Merger, by Year and Status of Target-Market Urbanization, 1994–2003 ................................................................ 12 13. Number of Bank Mergers, by Year and Percentage of Target Deposits Acquired by an In-Market Bank, 1994–2003 .......................................................................................................... 12 14. Number of Target Markets, by Status of Market Urbanization and Presence of Acquirer in the Target Market, 1994–2003 ............................................................................................................ 12 15. Deposits and Banking Offices Acquired in In-Market Mergers, by Year and Status of Target Market Urbanization, 1994–2003 ................................................................ 13 16. Number of Bank Mergers and Number of Target States, by Year, 1994–2003 ........................................... 14 17. Number of Bank Mergers, and Deposits and Number of Offices Acquired, by Number of Target States, 1994–2003 ................................................................................................. 14 18. Number of Bank Mergers, by State and Year, 1994–2003 ........................................................................ 16 19. Deposits Acquired in Bank Mergers, by State and Year, 1994–2003 ......................................................... 17 20. Percentage of Deposits Acquired in Bank Mergers, by State and Year, 1994–2003 .................................... 18 21. Number of Banking Offices Acquired in Bank Mergers, by State and Year, 1994–2003 ............................. 19 22. Percentage of Banking Offices Acquired in Bank Mergers, by State and Year, 1994–2003 ......................... 20 23. Number of Bank Mergers, by Year and Percentage of Target Deposits Acquired by an In-State Bank, 1994–2003 ............................................................................................................. 21 24. Deposits and Number of Banking Offices Acquired in Bank Mergers, by Year and Presence of Acquirer in the Target State, 1994–2003 ............................................................ 21 Bank Merger Activity in the United States, 1994–2003 Introduction Mergers and acquisitions have significantly changed the U.S. banking industry over the past quarter century. For example, during the 1980–2003 period the number of banking organizations decreased from about 16,000 to about 8,000, and mergers of healthy institutions were by far the most important cause of that consolidation. During that period, the share of industry assets held by the ten largest commercial banking organizations (ranked by assets) rose from 22 percent to 46 percent, and the share of industry deposits held by the ten largest (ranked by deposits) rose from 19 percent to 41 percent.1 Several factors, including advances in information technology, have facilitated the industry’s consolida­ tion, but the most important factor has undoubtedly been the gradual easing of geographic restrictions on banks.2 Widespread deregulation of geographic limits started in the mid-1970s and culminated with the Riegle–Neal Interstate Banking and Branching Efficiency Act of 1994. The easing enabled banking organizations to increase the size and reach of their operations by making acquisitions outside of their markets, including in other states. This study examines patterns in the 3,517 mergers consummated during the ten years from 1994 to 2003; these transactions involved the acquisition of about $3.1 trillion in assets, $2.1 trillion in deposits, and 47,300 offices. The study only touches upon the effects of these mergers on such important areas as industry structure, bank efficiency, pricing, and risk, NOTE. I thank Dean Amel, Myron Kwast, and Robin Prager for their comments and Shaista Ahmed, Charles Taragin, and Onka Tenkean for research assistance. 1. Consolidated Reports of Condition and Income, Federal Financial Institutions Examination Council, various years. Unless otherwise noted, the terms banking industry, banking organization, and bank in this study encompass commercial banks, thrift institu­ tions, and the U.S. offices of foreign banks (see general note to table 1 for details). The terms banking organization and bank are used interchangeably. The term offices refers both to head offices and branch offices, and the term merger is used interchangeably with the term acquisition. 2. Group of Ten (2001), Berger, Demsetz, and Strahan (1999), and Pilloff and Santomero (1998) provide good discussions of the causes and motivations behind consolidation in banking. but the analysis herein should provide significant help to future research on these topics.3 Merger Data The source of the data employed in this study is SNL Financial (www.snl.com), which primarily covers bank mergers completed in 1990 and thereafter. The database employed in this study consists of the vast majority of mergers between separately owned banking organizations in the years 1994–2003.4 More particularly, the present study covers every transaction in the SNL database in which the target (the institution being acquired) or one of its banking subsidiaries was chartered in the United States and in which the acquirer and the target were, or owned, a commercial bank, savings bank, savings and loan association, or industrial bank.5 The data exclude acquisitions by private investors, nonbanking firms, and newly formed bank holding companies with no active bank subsidiaries; the data also exclude transactions involving failed or failing institutions. Extensive financial information on all the merger participants in the SNL database was drawn from data at the Board of Governors of the Federal Reserve System, including quarterly Consolidated Reports of Condition and Income (Call Report); 3. Two previous Federal Reserve Staff Studies examined at least one of these issues (industry structure) extensively, and over a longer period: Rhoades (1996) covered 1980–94, and Rhoades (2000) covered 1980–98. 4. The data cover the fifty states, the District of Columbia, and eight U.S.-affiliated areas (see general note to table 1). SNL peri­ odically revises its historical data; the SNL data used in this study were obtained on March 15, 2004. Comparing the SNL data with an alternative set of data that covers mergers through 1998, we estimate that each year of SNL data for the first half of the 1994–2003 period omits about fifty very small deals; these omis­ sions account for 10–15 percent of all bank mergers during the period and for a much smaller share of the assets, deposits, and offices that were acquired. The missing transactions are not included in this study. The estimated number of annual omissions in the 1990–93 period is two to four times larger than in the first half of the 1994–2003 period. 5. In a few cases, the acquirer was a foreign bank with at least one U.S. office. In this study, ownership of an entity requires control of more than 50 percent of its equity. 2 Staff Study 176 1. Number of Bank Mergers, and Assets, Deposits, and Number of Offices Acquired, by Year, 1994–2003 Millions of dollars except as noted Year Number of mergers Assets Deposits Number of offices Mean Median Total Mean Median Total Mean Median Total Amount Percent of industry Amount Percent of industry Amount Percent of industry All . . . . . . 3,517 874 102 3,073,017 . . . 601 86 2,114,228 . . . 13.4 3 47,283 . . . 1994 . . . . . 475 394 77 187,012 3.8 302 70 143,651 4.4 8.3 3 3,932 5.1 1995 . . . . . 475 537 86 254,851 4.9 394 75 186,968 5.5 10.5 3 4,981 6.5 1996 . . . . . 446 912 87 406,695 7.5 656 76 292,740 8.4 14.7 3 6,549 8.5 1997 . . . . . 422 739 93 311,871 5.3 545 79 230,148 6.1 13.5 3 5,687 7.3 1998 . . . . . 493 1,698 112 836,970 13.3 1,178 97 580,972 14.7 23.0 3 11,351 14.3 1999 . . . . . 333 831 108 276,643 4.2 560 88 186,440 4.6 10.4 3 3,477 4.3 2000 . . . . . 255 788 125 200,963 2.8 385 104 98,190 2.2 10.6 4 2,693 3.3 2001 . . . . . 231 1,556 139 359,495 4.6 1,022 109 236,067 5.0 21.5 4 4,958 6.0 2002 . . . . . 203 740 115 150,186 1.8 454 97 92,102 1.8 9.4 3 1,914 2.3 2003 . . . . . 184 480 135 88,330 1.0 364 103 66,950 1.2 9.5 3 1,741 2.1 NOTE. Here and in the following tables, a bank is a domestic commercial bank, a domestic thrift institution, or the U.S. office of a foreign bank. A commercial bank is a single commercial bank or an organiza­ tion that owns one or more of them. A thrift institution is a single savings bank, savings and loan association, or industrial bank or an organization that owns one or more of them. An organization that fits the definition of both a commercial bank and a thrift institution is classified as a commercial bank if more than half of the organization’s assets are held by commercial bank subsidiaries and as a thrift institution if otherwise. The term offices refers both to head offices and to branch offices. Data cover the fifty states, the District of Columbia, and eight U.S.-affiliated areas: American Samoa; the Federated States of quarterly Thrift Financial Reports; and the Summary of Deposits and Branch Office Survey reports, which are annual midyear reports. The reports used were those filed on the reporting date immediately prec­ eding the merger or—if those reports were either unreliable or not filed—those filed on the preceding reporting date.6 One shortcoming of using these institution-level reports is that they exclude data for nonbank subsidiaries. Merger participants are of varying organizational and institutional types, and no reports exist that would allow nonbank data to be comprehensively collected for all parties in all acquisitions. Because it contains relatively few deals before 1990, the data source for this study would not have been adequate for the two previous Federal Reserve Staff Studies on this topic, which covered mergers 6. The Call Report and the Thrift Financial Report are from the Federal Financial Institutions Examination Council (www.ffiec.com/gov/reports). The Summary of Deposits report is from the Federal Deposit Insurance Corporation, and the Branch Office Survey report is from the Office of Thrift Supervision (both at www2.fdic.gov/sod/index.asp). Micronesia; Guam; the Marshall Islands; the Northern Mariana Islands; Palau; Puerto Rico; and the U.S. Virgin Islands. . . . Not applicable. SOURCE. For identity of merging parties, SNL Financial (www.snl.com), subscription database of bank and thrift institution mergers and acquisitions, accessed March 15, 2004 (see also text note 4). For other data, Board of Governors of the Federal Reserve System. The sources of the Board’s data include Consolidated Reports of Condition and Income (Call Report) and Thrift Finan­ cial Reports, Federal Financial Institutions Examination Council; Summary of Deposits, Federal Deposit Insurance Corporation; and Branch Office Survey, Office of Thrift Supervision. as far back as 1980.7 For the time period that they do cover, however, the SNL data are more compre­ hensive than those used in the two previous studies, which did not include savings banks, savings and loan associations, and industrial banks. Moreover, the treatment of the data in this study offers two advantages over the treatment in the two earlier studies. First, in the earlier studies, each subsidiary of the target organization was considered to be a distinct acquisition. Therefore, the acquisition of a holding company that controlled many subsidi­ aries accounted for many transactions. The approach taken here, which aggregates all subsidiaries of the target banking organization and views their acquisi­ tion as a single transaction, provides a picture of merger activity that is not influenced by the corpo­ rate structure of the target organization. Second, this study dates each deal as of the actual completion of the transaction. The earlier studies used the deal’s date of approval by the relevant regulator; because the approval date precedes the 7. Rhoades (1996, 2000). Bank Merger Activity in the United States, 1994–2003 3 2. Number of Bank Mergers, and Assets, Deposits, and Number of Offices Acquired, by Institution Type of Acquirer and Target, 1994–2003 Millions of dollars except as noted Insti­ tution type of acquirer and target Number of mergers Assets Deposits Number of offices Mean Median Total Percent of total Mean Median Total Percent of total Mean Median Total Percent of total All . . . . . . . . 3,517 874 102 3,073,017 100 601 86 2,114,228 100 13.4 3 47,283 100 Commercial bank acquirer Bank1 . . . . . 2,571 895 90 2,300,245 74.9 621 77 1,597,103 75.5 14.1 3 36,190 76.5 Thrift . . . . . . 464 711 223 329,924 10.7 489 169 226,970 10.7 12.1 5 5,622 11.9 Thrift institution acquirer Bank1 . . . . . 161 186 88 30,019 1.0 156 76 25,108 1.2 5.1 3 819 1.7 Thrift . . . . . . 321 1,286 184 412,829 13.4 826 150 265,047 12.5 14.5 4 4,652 9.8 NOTE. See notes to table 1. actual merger, that approach causes some deals to be assigned to the wrong year. Merger Activity and Merging Parties This section presents the number of mergers and the amount of assets, deposits, and offices involved in those deals for each year of the 1994–2003 period and for the period as a whole. The analysis also indicates patterns associated with the institution type and size of merging parties. Basic Ov