The Two Faces of Bank Mergers

Corporate customers should look beyond the rhetoric of consolidation's advantages.

Despite all the talk about the “seamlessness” of the mergers being planned in the nation’s fast-consolidating banking industry, CFOs of bank customers aren’t all that convinced. And their concerns are both financial and personal: Will the merger of their bank hurt their access to capital, they ask? And how will their relationship with bank officers change?

“Banking is about the relationships. What’s important to us is maintaining a relationship team,” says Regina Sommer, CFO of Waltham, Massachusetts, security-software provider Netegrity Inc. As a FleetBoston Financial Corp. customer, Netegrity is contemplating Fleet’s $47 billion acquisition by Bank of America (BofA), which would create the nation’s largest retail bank. “If there’s a reduction in quality of service and our relationship team gets cut,” she says, “that could be a deal breaker.” These days, “the products the banks offer are pretty much commodities.”

Steven Wasserman agrees. “One of the biggest worries for me during a [bank] merger is relationship management,” notes the CFO of software firm ON Technology Corp., which is being acquired by Cupertino, California-based Symantec Corp. “You want to be able to call the person there and [have confidence] that they know you, especially if you have to rush something through, like a letter of credit.”

Experience has taught Wasserman that other, more-tangible dangers can swirl around the possibilities of reduced access to capital and tougher terms for loans and other credit facilities. At a previous employer, which Wasserman prefers not to name, “Fleet Bank and BankBoston were both in our syndicate.” Soon after their 1999 merger, he found that “the merged bank doesn’t give you the total borrowing capacity that you used to have. They cut it way back.”

Or, as Ray Soifer, chairman of Ridgewood, New Jersey­based banking research firm Soifer Consulting LLC, puts it: “Organizations have a way of changing while they’re merging.” You may be faced with a whole new set of bankers, and then “the question is, will the bankers’ eyes still be on the ball?”

Wholesale Consolidation?

On the other side of the question, arguments in favor of bank mergers are likely to grow even as the mergers themselves multiply—at a rapid rate. Last fall’s BofA-Fleet merger announcement formed a bank that controls close to the 10 percent limit on total U.S. deposits allowed to a bank by the federal government. And it was followed closely by the $58 billion J.P. Morgan Chase & Co./Bank One deal, which will create the second-largest bank in terms of total assets, if it is approved by regulators. Both deals pair a bank that is largely retail- and small-business-driven (Bank One and Fleet) with an institution with large, world-class investment banks and large business-lending and services divisions.

For Fleet or Bank One customers, “the mergers will probably result in the banks being able to offer a wider array of services,” says Soifer. Good rates and fee levels are still prevalent, and in particular, “the New England banking market is likely to remain competitive.” Cost savings, business diversification, and synergies drive the merger logic, say spokespeople for both acquirers, echoing the merger defense made in most bank mergers, including the nearly $130 billion of combinations recorded in 2003 and 2004 (see “Blending the Banks,” at the end of this article).

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