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Legal Developments: Third Quarter, 2019

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Legal Developments: Third Quarter, 2019 January 2020 Vol. 106, No. 1 Board of Governors of the Federal Reserve System www.federalreserve.gov Legal Developments: Third Quarter, 2019 Orders Issued Under Bank Holding Company Act Orders Issued Under Section 3 of the Bank Holding Company Act Chemical Financial Corporation Detroit, Michigan Order Approving the Acquisition of a Bank Holding Company FRB Order No. 2019-11 (July 16, 2019) Chemical Financial Corporation (“Chemical”), Detroit, Michigan, a financial holding company within the meaning of the Bank Holding Company Act of 1956 (“BHC Act”),1 has requested the Board’s approval under section 3 of the BHC Act2 to acquire TCF Financial Corporation (“TCF”), Wayzata, Minnesota, and thereby indirectly acquire TCF National Bank (“TCF Bank”), Sioux Falls, South Dakota.3 Following the proposed acquisition, Chemical’s subsidiary state member bank, Chemical Bank, Detroit, Michigan, would be merged with and into TCF Bank, with TCF Bank as the surviving entity.4 Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (84 Federal Register 10826 (March 22, 2019)).5 The time for submitting comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in section 3 of the BHC Act. Chemical, with consolidated assets of approximately $21.5 billion, is the 86th largest depository organization in the United States. Chemical controls approximately $15.6 billion in consolidated deposits, which represent less than 1 percent of the total amount of deposits of insured depository institutions in the United States.6 Chemical controls Chemical Bank, which operates in Michigan, Ohio, and Indiana. Chemical Bank is the seventh largest depository institution in Michigan, controlling deposits of approximately $13.1 billion, which represent 6.0 percent of the total deposits of insured depository insti- tutions in that state.7 1 12 U.S.C. § 1841 et seq. 2 12 U.S.C. § 1842. 3 The resultant institution would be renamed TCF Financial Corporation upon consummation of the transaction. 4 The merger of Chemical Bank into TCF Bank is subject to approval by the Office of the Comptroller of the Currency (“OCC”), pursuant to section 18(c) of the Federal Deposit Insurance Act (“Bank Merger Act”). 12 U.S.C. § 1828(c). The OCC approved the bank merger on June 20, 2019. 5 See also 12 CFR 262.3(b). 6 National asset data and national deposit, ranking, and market-share data are as of December 31, 2018, unless other- wise noted. In this context, insured depository institutions include commercial banks, savings associations, and savings banks. 7 State deposit data are as of June 30, 2018, unless otherwise noted. 2 Federal Reserve Bulletin | January 2020 TCF, with consolidated assets of approximately $23.7 billion, is the 80th largest depository organization in the United States. TCF controls approximately $19.0 billion in consolidated deposits, which represent less than 1 percent of the total amount of deposits of insured depository institutions in the United States. TCF controls TCF Bank, which operates in Illinois, Minnesota, Michigan, Colorado, Wisconsin, South Dakota, and Arizona. TCF Bank is the 10th largest depository institution in Michigan, controlling deposits of approximately $3.2 billion, which represent 1.5 percent of the total deposits of insured depository institutions in that state. On consummation of this proposal, Chemical would become the 51st largest insured depository organization in the United States, with consolidated assets of approximately $45.2 billion, which represent less than 1 percent of the total assets of insured depository institutions in the United States. Chemical would control approximately $34.6 billion in consolidated deposits, which represent less than 1 percent of the total amount of deposits of insured depository institutions in the United States. In Michigan, Chemical would become the sixth largest insured depository organization, controlling deposits of approxi- mately $16.3 billion, which represent 7.5 percent of the total deposits of insured depository institutions in that state. Interstate Analysis Section 3(d) of the BHC Act generally provides that, if certain conditions are met, the Board may approve an application by a bank holding company that is well capitalized and well managed to acquire control of a bank located in a state other than the home state of the bank holding company without regard to whether the transaction is prohibited under state law.8 The Board (1) may not approve an application that would permit an out-of-state bank holding company or bank to acquire a bank in a host state if the target bank has not been in existence for the lesser of the state statutory minimum period of time or five years;9 (2) must take into account the record of the applicant bank under the Community Rein- vestment Act of 1977 (“CRA”)10 and the applicant’s record of compliance with applicable state community reinvestment laws;11 and (3) may not approve an interstate application if the bank holding company or resulting bank, upon consummation of the proposed trans- action, would control more than 10 percent of the total deposits of insured depository institutions in the United States12 or, in certain circumstances, if the bank holding company or resulting bank, upon consummation, would control 30 percent or more of the total deposits of insured depository institutions in any state in which the acquirer and target have overlapping banking operations.13 For purposes of the BHC Act, the home state of Chemical is Michigan. TCF is located in Arizona, Colorado, Illinois, Michigan, Minnesota, South Dakota and Wisconsin. Chemical is well capitalized and well managed under applicable law, and Chemical Bank has a satis- 8 12 U.S.C. § 1842(d)(1)(A). A bank holding company’s home state is the state in which the total deposits of all banking subsidiaries of each company were the largest on July 1, 1966, or the date on which the company became a bank holding company, whichever is later. A national bank’s home state is the state in which the bank’s main office is located. See 12 U.S.C. § 1841(o)(4). 9 12 U.S.C. § 1842(d)(1)(B). 10 12 U.S.C. § 2901 et seq. 11 12 U.S.C. § 1842(d)(3). 12 12 U.S.C. § 1842(d)(2)(A). 13 12 U.S.C. § 1842(d)(2)(B). For purposes of section 3(d) of the BHC Act, the acquiring and target institutions have overlapping banking operations in any state in which any bank to be acquired is located and the acquiring bank holding company controls any insured depository institution or a branch. The Board considers a bank located in any state in which the bank is chartered, headquartered, or operates a branch. See 12 U.S.C. § 1841(o)(4)-(7). Legal Developments: Third Quarter, 2019 3 factory CRA rating and is in compliance with applicable state community reinvestment laws. In addition, TCF Bank has been in existence for more than five years. On consummation of the proposed transaction, Chemical would control less than 1 percent of the total amount of deposits of insured depository institutions in the United States. In addition, Chemical would control approximately $16.3 billion of the total amount of deposits of insured depository institutions in Michigan, the only state in which Chemical and TCF have overlapping banking operations. Michigan has no limit on the total amount of in-state deposits that a single banking organization may control, and Chemical’s percentage of deposits would not exceed 30 percent of the total amount of in-state deposits.14 The Board has considered all other requirements under section 3(d) of the BHC Act. Accord- ingly, in light of all the facts of record, the Board determines that it is not prohibited by section 3(d) of the BHC Act from approving the proposal. Competitive Considerations Section 3 of the BHC Act prohibits the Board from approving a proposal that would result in a monopoly or would be in furtherance of an attempt to monopolize the business of banking in any relevant market.15 The BHC Act also prohibits the Board from approving a proposal that would substantially lessen competition or tend to create a monopoly in any banking market, unless the anticompetitive effects of the proposal are clearly outweighed in the public interest by the probable effect of the proposal in meeting the convenience and needs of the communities to be served.16 Chemical and TCF have subsidiary banks that compete directly in the Detroit, Michigan, banking market (“Detroit market”).17 The Board has considered the competitive effects of the proposal in this banking market. In particular, the Board has considered the relative share of total deposits in insured depository institutions in the market (“market deposits”) that Chemical would control;18 the concentration level of market deposits and the increase in this level, as measured by the Herfindahl-Hirschman Index (“HHI”) under the Department of Justice Bank Merger Competitive Review guidelines (“DOJ Bank Merger Guidelines”);19 the number of competitors that would remain in the market; and other characteristics of the market. 14 Mich. Comp. Laws § 487.11104(8) (2019). 15 12 U.S.C. § 1842(c)(1)(A). 16 12 U.S.C. § 1842(c)(1)(B). 17 The Detroit market is defined as Oakland; Macomb; Wayne; Lapeer; Genesee; Washtenaw; St. Clair; Livingston; Lenawee; Shiawassee; Monroe (except Whiteford, Bedford, and Erie townships); and Sanilac (except Greenleaf, Austin, Argyle, Moore, Minden, Wheatland, Delaware, and Forester townships) counties, all in Michigan. 18 Deposit and market share data are as of June 30, 2018, and are based on calculations in which the deposits of thrift institutions are included at 50 percent.
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