Shareholders of Equitable Bank of Wheaton who thought they had hit a home run when BB&T Corp. agreed to buy the bank in September now are finding that the deal is more like a two-bagger.
Instead of collecting BB&T shares worth $9, $10 or even $11 more than their Equitable stock was worth before the deal was announced, they'll earn a premium of about $6 if the merger is approved as expected Wednesday.
Equitable stockholders are taking the hit because after agreeing to buy the little Wheaton bank for $52.6 million, BB&T decided to take a bigger bite out of the Washington banking market by offering almost $3 billion for First Virginia Banks Inc. of Falls Church.
The bid for First Virginia immediately knocked $3 off the price of BB&T stock. Analysts complained that BB&T was paying too much and trying to swallow too much by buying First Virginia. They quickly lowered their ratings on the stock and cut their estimates of future earnings.
The falling price of BB&T stock has made the Equitable deal worth about $4.5 million less than it was at the time it was announced last fall.
The acquisition is structured as a straight stock swap. Equitable stockholders will still get one share of BB&T stock for each of their Equitable shares.
But BB&T's stock was trading for $36.18 a share when the deal was announced -- $9.25 a share more than the $26.93 price of Equitable stock. And the premium over Equitable's pre-announcement stock price kept growing. In early January, BB&T stock hit $38 a share -- $11 and change more than Equitable stock was worth before the bid was made.
On Friday, BB&T shares closed at $32.83. With the exchange date just three days away, the two stocks are locked together, with Equitable shares trading at $32.68 Friday.
The falling price has produced some grumbling from Equitable stockholders, but there's not a lot they can do about it, notes Lew Sosnowik, the local bank maven at Koonce Securities in Rockville
"Sure, they don't like it, I don't like it either," said Sosnowik, an Equitable shareholder. "But where were all those sad, disappointed people when they could have sold the stock at $37?"
Investors could have cashed in immediately when Equitable stock soared shortly after the merger was announced. But many didn't because they would have had to pay capital gains taxes on their profits. By waiting to swap their Equitable shares for BB&T stock, they avoided capital gains but lost some money when the stock went down.
Lots of investors prefer stock swaps to cash takeovers because they don't want to pay taxes, but Sosnowik pointed out a fresh example of why it can be better to take the money.
"When Giant Food was bought by Royal Ahold, stockholders were screaming about it being a cash deal," he said. "Now look what happened." The shares of Giant's Dutch parent have plunged to $3 from about $13 after Royal Ahold said last week that U.S. Foodservice, the Columbia-based distributor it owns, overstated profits in the past two years. Equitable President Timothy F. Veith said he has heard few complaints about the decline in BB&T stock. "Obviously the First Virginia announcement raised some issues in some shareholders' minds," he said, pointing out that the decline in BB&T's stock has occurred during a time when the whole market has been coming down.
"We're looking long term," Veith said. "When the deal was made last fall, the decision was based on the long-term value of the BB&T currency."
Equitable, in fact, turned down two other offers from much smaller local banks that made bids roughly comparable to the terms offered by BB&T. The success of the North Carolina bank in integrating the operations of banks it has acquired was a key factor in the decision, Equitable officials told stockholders in documents soliciting their support for the merger.
Unlike with many bank mergers, which result in closing branches of the bank that is bought, all five of Equitable's offices will remain open. Instead BB&T will shutter three of its own branches in Equitable territory, because their locations are not considered as good, Veith said.
The Equitable acquisition is typical of the deals that BB&T has done as it moved into the Washington region: buying nice, well-run little banks, keeping on key executives and melding the operations into its own.
The only complaint from analysts when the plan to buy Equitable was announced was that picking up its $477 million in assets wasn't a big enough deal. "Although the pricing appears favorable, the acquisition will not move the needle, given BB&T's $78 billion balance sheet," said the team of banking analysts at Friedman, Billings, Ramsey Group Inc. in Arlington.
Banking analysts had the opposite reaction to BB&T's purchase of First Virginia.
FBR's banking analysts called the proposal "shareholder unfriendly" because the high price would dilute BB&T's earnings for the next three years and by doing so bring down the price of the stock.
"Too Much for Too Long of a Payback," headlined the morning-after bulletin to investors from UBS Warburg, the New York investment firm owned by Union Bank of Switzerland.
"While appearing to make strategic sense over the longer term based on market fit and growth opportunities, our view is that BBT overpaid for a bank that is at its peak earnings capacity."
"Bottom Line, They Overpaid," agreed banking analysts in the New York offices of Fox-Pitt, Kelton Ltd., a London firm owned by Swiss Reinsurance Co. "As soon as we saw the transaction price, we downgraded the stock."
So did other firms, which like those three haven't been doing investment banking work for BB&T.
Today BB&T stock earns a totally neutral rating, according to recommendations compiled by Bloomberg. Four firms rate the stock "buy," four "sell" and 14 "hold."
The most positive reading on the deal came from Deutsche Bank, which as it happens had recently managed securities sales for BB&T.
"The BBT acquisition machine keeps rolling," Deutsche Bank said. "This appears to be a solid in-market acquisition that raises market shares in vibrant markets, provides a high level of expense savings and improves core funding."
Based on that opinion, Deutsche Bank raised its rating on BB&T, but only from "sell" to "neutral," not the kind of endorsement most firms expect from one of their investment bankers.
Others who looked at the deal disputed two of Deutsche Bank's conclusions -- that it would produce big costs savings and bring in a lot of deposits earning low interest rates, which is what bankers mean when they talk about "core funding."
BB&T has projected that by merging its operations with First Virginia's, it will able to reduce the cost of running the First Virginia operation by 40 percent. Analysts' reaction to such ambitious cost-cutting ranged from UBS Warburg's "achievable" but "not what we'd call lay-ups" to "too much . . . to make us comfortable" by Fox-Pitt.
Unlike the Equitable acquisition, swallowing First Virginia is going to lead to a lot of job cuts and branch closings.
BB&T plans to close 120 to 140 branches, either its own or First Virginia's, where both have offices within a mile and a half of each other. Regulators are expected to insist that some branches be sold to competing banks to alleviate antitrust concerns about the impact of the merger on competition in the local market.
If the merger is completed on schedule sometime this summer, it will make BB&T the 11th-largest bank in the nation and one of the three North Carolina banks that are the top players in the Washington metropolitan area.
BB&T, which originally was called Branch Banking & Trust but rarely uses that name any more, is based in Winston-Salem. Charlotte is the home base of Bank of America, which took on the name of the San Francisco bank it acquired in 1999, by which time it had gobbled up dozens of other banks. Also based in Charlotte is Wachovia, the name that survived when that bank merged with First Union.
The list of local banks that have been rolled up under those three names alone adds up to a Washington business trivia question. There's a prize and a plug in this column waiting for the first person who can come up with what has become of all the local banks that have disappeared in the last 20 years.