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The Financial Crisis Put a Chill on Big Bank Deals. That Ended Thursday.

A combined BB&T and SunTrust would be America’s sixth-largest bank, measured by assets and deposits.CreditChip Somodevilla/Getty Images

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A combined BB&T and SunTrust would be America’s sixth-largest bank, measured by assets and deposits.CreditCreditChip Somodevilla/Getty Images

By Michael J. de la Merced and Emily Flitter
Feb. 7, 2019

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Two banks announced the industry’s biggest merger in a decade on Thursday, signaling bank executives’ growing confidence that the regulatory constraints imposed after the 2008 financial crisis have begun to loosen.

The $28 billion deal between BB&T and SunTrust Banks would create a Southeastern juggernaut that would be the sixth-largest bank in the country — perhaps giving it the heft to compete against national behemoths like Wells Fargo, Bank of America and JPMorgan Chase.

The planned transaction immediately drew criticism from leading Democrats, who said it could signal the start of a wave of consolidation that leaves customers with fewer choices.

Executives said the new institution would be able to save money by shutting side-by-side bank branches and cutting overhead costs. The banks would most likely shed deposits and branches in some cities to past muster with federal regulators.

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In general, bank mergers tend to benefit shareholders and executives but translate into lost jobs and reduced competition, which hurts customers through higher prices and worse terms for banking products and services. BB&T and SunTrust executives insist that would not happen in this case because, while they plan to eliminate lots of jobs, they would plow the savings into technological innovations that fostered greater competition with the nation’s largest banks.

Analysts and investors have long said the United States banking industry is ripe for consolidation. But the anticipated wave of mergers never took place, in part because many executives feared that getting much bigger would subject them to tougher financial regulations and extra government scrutiny.

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Now, though, the Trump administration and its appointees at the Federal Reserve Board have eased regulations and signaled a more relaxed approach with the country’s biggest banks.

The industry will be closely watching how regulators react to the BB&T-SunTrust deal. If it succeeds, it could usher in an era of deal-making. If it is blocked, the decade-long drought will continue.

“This will be a meaningful gauge of regulatory comfort with bank mergers,” said Isaac Boltansky, policy research director for Compass Point, an investment bank. For the biggest banks, he said, “my sense is that there is still a regulatory hesitancy.”

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The combination of BB&T and SunTrust would create a new bank, as yet unnamed, with more than $400 billion in assets. The new bank would be based in Charlotte, which is already home to Bank of America’s headquarters and much of Wells Fargo’s business.

The combined bank’s assets would be well over the $250 billion threshold that, under the 2010 Dodd-Frank Act, mandates that lenders adhere to stricter capital requirements and closer regulatory scrutiny.

A 2018 law raised the threshold from $50 billion, which led to widespread predictions of a wave of regional bank mergers. (The country’s biggest lenders, such as JPMorgan, would still face prohibitively high hurdles to striking big acquisitions, though big regional lenders like U.S. Bank and PNC Financial might be able to buy smaller assets.)

The new regulations helped give BB&T and SunTrust certainty about the regulatory environment.

“You might expect that we wouldn’t announce something like this without feeling confident” about the response from Washington, Kelly King, BB&T’s chairman and chief executive, told analysts on Thursday.

The plan is already attracting attention from opponents of megabanks. Senator Elizabeth Warren of Massachusetts, who is running for the 2020 Democratic presidential nomination, sent a letter to the Federal Reserve on Thursday expressing concerns about the deal.

She said data that the Fed had provided her office last year showed that the central bank rarely objected to proposed deals. It approved 89 percent of bank merger applications from 2014 through 2017, and 94 percent of applications during the first half of 2018. All were far smaller than the one proposed by BB&T and SunTrust.

A spokesman for the Fed said officials had received Ms. Warren’s letter and were planning to respond.

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The Democrat with the most power over the banking industry, Representative Maxine Waters of California, called the merger part of a “deregulatory giveaway” by Republicans.

Under the terms of the proposed transaction, BB&T would pay 1.295 of its shares, an amount worth about $62.85 at the end of trading on Wednesday, for each SunTrust share — a 7 percent premium over SunTrust’s Wednesday closing price.

BB&T would own 57 percent of the combined entity. While its headquarters would be in Charlotte, the new bank would maintain operations in Winston-Salem and Atlanta.

Mr. King of BB&T would become executive chairman of the merged bank, while William Rogers, his SunTrust counterpart, would be chief executive and take over the chairman role in 2022.

“It’s an extraordinarily attractive financial proposition that provides the scale needed to compete and win in the rapidly evolving world of financial services,” Mr. King said in a statement. The deal is expected to close by the end of the year, pending regulatory and shareholder approval.

Investors in both firms appeared pleased by the transaction. Shares of BB&T were up 4 percent on Thursday, to $50.46, while those of SunTrust were up 10 percent, to $64.72.

The two banks said they expected to cut $1.6 billion in costs by eliminating jobs in bank branches and in so-called back office positions, such as in accounting and legal departments. They said those savings would help finance a technology center in Charlotte focused on building digital banking systems, which in theory would help the new bank compete with the national giants.

“The innovation center is not just lip service,” said Andrew Atherton, a director at the technology-focused investment bank Union Square Advisors. “When you’ve got more dollars to deploy to tech as a larger entity, you can start to compete more directly with the JPMorgans, the U.S. Banks, the Wells Fargos, who are leaders in the technology.”

Follow Michael J. de la Merced on Twitter: @m_delamerced.

Binyamin Appelbaum contributed reporting from Washington.
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