WASHINGTON, D.C. — U.S. Sen. Sherrod Brown (D-OH) – ranking member of the U.S. Senate Committee on Banking, Housing, and Urban Affairs – is calling on FDIC Chair Jelena McWilliams to ensure that the full FDIC Board considers the proposed merger of BB&T and SunTrust thoroughly, with the utmost transparency and accountability. The proposed merger would be the largest since the financial crisis, potentially signaling the beginning of a surge in consolidation and would create the largest entity for which the FDIC has served as primary regulator.
“A merger of this scale not only increases systemic risk and concentration, but it could also decrease competition. Brown wrote. “Not only must this decision be made by the board, which is directly accountable to Congress, but also a decision of this magnitude deserves consideration by a full five-member FDIC Board. The merger cannot be approved until internal directors of the FDIC are nominated and confirmed.”
Read full letter here:
April 23, 2019
Hon. Jelena McWilliams
Chair
Federal Deposit Insurance Corporation
550 17th Street, N.W.el
Washington, D.C. 20429
Dear Chair McWilliams,
Branch Banking & Trust (BB&T) and SunTrust’s application to merge into the sixth largest bank in the United States raises significant financial stability, anticompetitive, and public interest concerns that must be scrutinized carefully by the Board of Directors of the Federal Deposit Insurance Corporation (FDIC).[1] It is no coincidence that the largest merger since the 2007-2008 financial crisis comes less than a year after the passage of S. 2155, which loosened the rules for the large banks and which industry analysts predicted would accelerate big bank consolidation.[2] The federal banking agencies have gone even further by reducing capital, liquidity, and stress testing requirements for the largest institutions. Meanwhile, community banks are struggling to compete in an environment that increasingly favors Wall Street megabanks.
Legislative giveaways and regulatory rollbacks have already amplified the potential for the biggest banks to threaten our financial system. Further consolidation by large banks would make matters even worse. Federal Reserve staff research shows that the impact of financial stress on the real economy increases with the size of a bank.[3] Washington Mutual, the largest bank failure in the United States and a significant catalyst to the financial crisis, held just $307 billion in total assets.[4] Countrywide Financial, another catalyst, had just $200 billion in assets.[5] A combined BB&T-SunTrust would far surpass both of those institutions, with $442 billion in total assets.[6]
A merger of this scale not only increases systemic risk and concentration, but it could also decrease competition.[7] BB&T and SunTrust operate in many of the same geographic areas; sharing 740 branches within a 2-mile radius.[8] According to their merger application, there are overlapping branch operations in 80 banking markets, some of which reflect increased levels of market concentration.[9]
I am concerned the proposed merger could harm Americans in several ways. Increased corporate profits for consolidated megabanks often come at the expense of consumers and employees through job losses, branch closures, and reduced credit availability.[10] BB&T and SunTrust have stated that they would save $1.6 billion annually, but they have not explained how many jobs would be eliminated or which branches will be closed or consolidated.[11] While both banks have assured me that they will consider community credit needs, availability of banking services, and redlining or fair lending risk, among other factors, before closing a branch, they have a history of mortgage fraud and lending discrimination.[12]
There is reason for concern that these banks will not meet the needs of the communities that they currently serve. The decision to hold public meetings on April 25, 2019, in Charlotte, North Carolina, and May 3, 2019, in Atlanta, Georgia, is encouraging. It is troubling, however, that under the Trump Administration more bank mergers are being approved and at a faster rate.[13] Moreover, private conversations between regulators and the banks seeking merger approval are all too common.[14] This is not the way to increase transparency and invite public participation in a decision that will affect more than 10 million households in the United States.[15]
The FDIC must ensure that such a consequential merger proposal is decided by the FDIC Board, and not under delegated authority. BB&T and SunTrust’s overlapping geographic footprints could have a significantly adverse effect on competition in those and other markets, which should trigger consideration by the full board.[16] Furthermore, the FDIC Board has established guidelines to consider the most consequential and precedential matters before the agency at the board level.[17] The proposed merger of BB&T and SunTrust clearly fits the bill – it is not only the largest merger since the financial crisis, signaling the beginning of a surge in megabank consolidation,[18] but would also result in the largest bank the FDIC has ever supervised as the primary federal regulator.
It is imperative that the FDIC consider this merger proposal thoroughly, with the utmost transparency and accountability. To explain how the FDIC will evaluate this merger, please respond to the following questions by May 6, 2019.
If approved, the combined bank would be significantly larger than any other insured depository institution for which the FDIC serves as primary regulator. Not only must this decision be made by the board, which is directly accountable to Congress, but also a decision of this magnitude deserves consideration by a full five-member FDIC Board. The merger cannot be approved until internal directors of the FDIC are nominated and confirmed.
Thank you for your attention to this important matter. I look forward to your response.
Sincerely,
Sherrod Brown
Ranking Member
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[1] See 12 U.S.C. 1828(c)(5).
[2] French, David and Michelle Price, “U.S. banks set for M&A wave as Trump cuts red tape,” Reuters, Feb. 23, 2018, https://www.reuters.com/article/us-usa-m-a-banks-analysis/u-s-banks-set-for-ma-wave-as-trump-cuts-red-tape-idUSKCN1G71Z6
[3] Lorenc, Amy G., and Jeffery Y. Zhang (2018). “The Differential Impact of Bank Size on Systemic Risk,” Finance and Economics Discussion Series 2018-066. Washington: Board of Governors of the Federal Reserve System, https://doi.org/10.17016/FEDS.2018.066.
[4] Crisis and Response: An FDIC History, 2008-2013 at 200, https://www.fdic.gov/bank/historical/crisis/crisis-complete.pdf.
[5] FDIC, “A year in Bank Supervision: 2008 and a Few of its Lessons,” Supervisory Insights (Summer 2009) at 7.
[6] BB&T and SunTrust to Combine in Merger of Equals to Create the Premier Financial Institution, Press Release, February 7, 2019, http://investors.suntrust.com/news/news-details/2019/BBT-and-SunTrust-to-Combine-in-Merger-of-Equals-to-Create-the-Premier-Financial-Institution/default.aspx
[7] See 12 U.S.C. § 1828(c)(5).
[8] Transformational Merger of Equals to Create The Premier Financial Institution at 22, Feb. 7, 2019, https://bbt.investorroom.com/download/Transformational+Merger+of+Equals+to+Create+The+Premier+Financial+Institution+%28Presentation%29.pdf.
[9] Application to the FDIC by BB&T for prior approval to acquire by merger SunTrust Bank at 32, http://s2.q4cdn.com/438932305/files/doc_downloads/2019/03/4.0-BBT-SunTrust-FDIC-Application-Final_3379807_1.pdf.
[10] Ensign, Rachel Louise and Coulter Jones, “How Bank of America Ditched 1,597 Branches Across the U.S.,” Wall Street Journal, Sept. 17, 2018, https://www.wsj.com/articles/how-bank-of-america-ditched-1-597-branches-across-the-u-s-1505646000?mod=article_inline; Garber, Johnathan, “SunTrust and BB&T used a word that should terrify their employees,” Markets Insider, Feb. 7, 2019, https://markets.businessinsider.com/news/stocks/suntrust-banks-bbt-say-merger-will-have-synergies-2019-2-1027933698; Carow, Kenneth A., Edward J. Kane, Rajesh Narayanan, How Have Borrowers Fared in Banking Mega-Mergers?, NBER Working Paper Series, June 2004, https://www.nber.org/papers/w10623.pdf.
[11] Transformational Merger of Equals to Create The Premier Financial Institution at 22, Feb. 7, 2019, https://bbt.investorroom.com/download/Transformational+Merger+of+Equals+to+Create+The+Premier+Financial+Institution+%28Presentation%29.pdf.
[12] See, e.g., Dept. of Justice, Press Release, Sept. 29, 2016, https://www.justice.gov/opa/pr/branch-banking-trust-company-agrees-pay-83-million-resolve-alleged-false-claims-act-liability; SIGTARP, Press Release, Jul. 3, 2014, https://www.sigtarp.gov/Press%20Releases/SunTrust_Nonprosecution_Agreement_Press_Release.pdf; Dept. of Justice, Press Release, May 31, 2012, https://www.justice.gov/opa/pr/justice-department-reaches-21-million-settlement-resolve-allegations-lending-discrimination; BB&T Community Reinvestment Act Performance Evaluation, Jan. 22, 2008, https://www5.fdic.gov/crapes/2008/09846_080122.PDF.
[13] Clozel, Lalita, “Bank Mergers Get Faster Under Trump,” Wall Street Journal, Feb. 13, 2019, https://www.wsj.com/articles/bank-mergers-get-faster-under-trump-11550059200.
[14] Kress, Jeremy, “Fed is a rubber stamp for bank mergers – it’s a problem,” American Banker, April 10, 2019, https://www.americanbanker.com/opinion/fed-is-a-rubber-stamp-for-bank-mergers-its-a-problem.
[15] BB&T and SunTrust to Combine in Merger of Equals to Create the Premier Financial Institution, Press Release, Feb. 7, 2019.
[16] See Delegations of Authority Relating to Filings and Enforcement Matters, Section D, FDIC Board Res. No. 071098 (December 2, 2002).
[17] FDIC Board Res. No. 074956 (June 19, 2007).
[18] Sutherland, Brooke, “BB&T Solves Jamie Dimon’s ‘Too Many Banks’ Problem,” Bloomberg, Feb. 7, 2019, https://www.bloomberg.com/opinion/articles/2019-02-07/bb-t-suntrust-merger-may-start-wave-of-bank-consolidation.