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Legal Developments: First Quarter, 2006

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Legal Developments: First Quarter, 2006 Legal Developments: First Quarter, 2006 ORDERS ISSUED UNDER BANK Board has considered the applications and all comments HOLDING COMPANY ACT received in light of the factors set forth in section 3 of the BHC Act, the Bank Merger Act, and the FRA. Compass, with total consolidated assets of approximately ORDERS ISSUED UNDER SECTION 3 OF $30.8 billion, is the 48th largest depository organization in the United States, and it controls deposits of approximately THE BANK HOLDING COMPANY ACT $17.9 billion, which represent less than 1 percent of the total amount of deposits of insured depository institutions in the Compass Bancshares, Inc. United States(footnote 6 Asset data are as of December 31, 2005, and national ranking data Birmingham, Alabama are as of September 30, 2005. Deposit data and state rankings are as of Compass Bank June 30, 2005, and reflect merger activity through November 15, 2005. Birmingham, Alabama In this context, the term "insured depository institutions'' i ncludes Order Approving the Acquisition of Bank insured commercial banks, savings banks, Holding Companies, Merger of Banks, and and savings associations Establishment of Branches Compass operates subsidiary depository institutions in Alabama, Arizona, Colorado, Florida, New Compass Bancshares, Inc. ("Compass"), a financial hold- Mexico, and Texas and engages in numerous permissible ing company within the meaning of the Bank Holding non banking activities. In Texas, Compass is the eighth Company Act ("BHC Act''), has requested the Board's largest depository organization, controlling deposits of ap- approval under section 3 of the BHC Act(footnote 1 12U.S.C.proximatel y $7 billion, which represent 2 percent of the total §1842. end footnote)to acquire amount of deposits of insured depository institutions in the Texas Banc Holding Co. ("TBH"), Weather ford, and its state ("state deposits''). subsidiary, Texas Bank, Fort Worth, both of Texas(footnote 2 TBH, with total consolidated assets of approximately Compass also would acquire M&F Financial Corp., Wilmington,$1. 7 billion, operates one depository institution, Texas- Delaware, the intermediate parent holding company of Texas Bank.Bank, which has branches only in Texas. Texas Bank is the end footnote)In 31st largest depository institution in Texas, controlling addition, Compass's subsidiary bank, Compass Bank, a deposits of approximately $1.8 billion, which represent less state member bank, has requested the Board's approval than 1 percent of state deposits. under section 18(c) of the Federal Deposit Insurance Act On consummation of the proposal, Compass would ("Bank Merger Act'')(footnote 3 12U.S.C. § 1828(c) end footnote) become the 47th largest depository organization in the to merge with Texas Bank, with United States, with total consolidated assets of approxi- Compass Bank as the surviving entity. Compass Bank has mately $32.5 billion. Compass would become the seventh also applied under section 9 of the Federal Reserve Act largest depository organization in Texas, controlling depos- ("FRA") to establish and operate branches at Texas Bank's its of approximately $8.8 billion, which represent 2.3 per- main office and branch locations(footnote 4 12 U.S.C. § 321. cent of state deposits. These branches are listed in Appendix A. end footnote) INTERSTATE ANALYSIS Notice of the proposal, affording interested persons an Section 3(d) of the BHC Act allows the Board to approve opportunity to submit comments, has been published in the an application by a bank holding company to acquire Federal Register (70 Federal Register 70,613 (2005)) and control of a bank located in a state other than the home state in local publications in accordance with relevant statutes of such bank holding company if certain conditions are and the Board's Rules of Procedure(footnote 5 12 CFR 262.3 met(foote 7 A bank holding company's home state is the state (b) end footnote)As required by the in which the BHC Act and the Bank Merger Act, reports on the competi- total deposits of all subsidiary banks of the company were tive effects of the mergers were requested from the United the largest States Attorney General and the appropriate banking agen- on July 1, 1966, or the date on which the company became a bank cies. The time for filing comments has expired, and the holding company, whichever is later (12 U.S.C. § 1841(o)(4)(C)) end footnote) Section 44 of the Federal Deposit Insurance Act ("FDI Act'') authorizes a bank to merge with another bank under certain conditions unless, before June 1, 1997, the home state of one of the banks involved in the transaction Federal Reserve Bulletin • 2006 adopted a law expressly prohibiting merger transactions the relative shares of total deposits in depository institu- involving out-of-state banks.(footnote 8 12U.S.C. § 1831u tions in the markets (''market deposits'') controlled by end footnote)For purposes of section 3(d) Compass and TBH,(footnote 13 Deposit and market share data are based on data of the BHC Act, the home state of Compass is Alabama, reported by and for purposes of section 44 of the FDI Act, the home insured depository institutions in the summary of state of Compass Bank is Alabama(footnote 9 For purposes of deposits (SOD) data section 3(d), the Board considers a bank to be as of June 30, 2005 (adjusted to reflect mergers a nd acquisitions located in the states in which the bank is chartered or headquartered, or through November 15, 2005) and are based on operates a branch. See 12 U.S.C. §§ 1841(o)(4)-(7), 1842(d)(1)(A), calculations in which and 1842(d)(2)(B). Under section 44 of the FDI Act, a state member the deposits of thrift institutions are included at bank's home state is the state where it is chartered (12 U.S.C. 50 percent. The Board § 1831u(g)(4)) end footnote)Compass proposes to previously has indicated that thrift institutions have become, or have acquire, and Compass Bank proposes to merge with, a bank the potential to become, significant competitors of located in Texas. commercial banks. Based on a review of all the facts of record, including a See, e.g., Midwest Financial Group, 75 Federal review of relevant state statutes, the Board finds that all the Reserve Bulletin 386 conditions for an interstate acquisition and bank merger (1989); National City Corporation, 70 Federal Reserve Bulletin 743 enumerated in section 3(d) of the BHC Act and section 44 (1984). Thus, the Board regularly has included of the FDI Act are met in this case(footnote 10 See 12 U.S.C. § thrift deposits in the 1842(d)(1)(A)-(B), (d)(2)(A)-(B); 12 U.S.C. market-share calculation on a 50 percent weighted § 1831u. Compass and Compass Bank are adequately capitalized and basis. See, e.g., First Hawaiian, Inc., 77 Federal Reserve Bulletin 52 (1991). adequately managed, as defined by applicable law. Texas Bank has end footnote)the concentration level of market been in existence and operated for the minimum period of time deposits and the increase in this level as measured by the required by applicable law (five years). On consummation of the Herfindahl-Hirschman Index ("HHI'') under the Depart- proposal, Compass and Compass Bank would control less than 10 ment of Justice Merger Guidelines (''DOJ Guidelines''), percent of the total amount of deposits of insured depository institu- (footnote 14 Under the DOJ Guidelines, a market is considered tions in the United States and less than 20 percent of the total amount unconcentrated if the post-merger HHI is less than of deposits of insured depository institutions in Texas. All other 1000, moderately concen- requirements of section 3(d) of the BHC Act and section 44 of the FDI trated if the post-merger HHI is between 1000 and Act also would be met on consummation of the proposal. end footnote)In ligh1800,t o andf th ehighly facts of concentrated if the post-merger HHI is more than record, the Board is permitted to approve the proposal 1800. The Depart- under both statutes. ment of Justice has informed the Board that a COMPETITIVE CONSIDERATIONS bank merger or The BHC Act and the Bank Merger Act prohibit the Board acquisition generally will not be challenged (in the from approving a proposal that would result in a monopoly absence of other or would be in furtherance of any attempt to monopolize factors indicating anticompetitive effects) unless the post-merger HHI the business of banking in any relevant banking market. is at least 1800 and the merger increases the HHI by Both acts also prohibit the Board from approving a bank more than 200 acquisition that would substantially lessen competition in points. The Department of Justice has stated that the any relevant banking market, unless the anticompetitive higher than normal effects of the proposal are clearly outweighed in the public HHI thresholds for screening bank mergers for anticompetitive effects implicitly recognize the competitive effects of limited-purpose interest by its probable effect in meeting the convenience lenders and other non depository financial entities end footnote) and needs of the community to be served(footnote 11 12 and other characteristics of the markets. U.S.C. § 1842(c)(1); 12 U.S.C. § 1828(c)(5). end footnote) Consummation of the proposal would be consistent with Compass and TBH compete directly in the Dallas and Board precedent and within the thresholds in the DOJ Fort Worth banking markets inTexas(footnot e 12 Guidelines in each of these banking markets. After consum- The Dallas banking market is defined as follows: Dallas and mation of the proposal, the Dallas banking market would Rockwall counties; the southeastern quadrant (including Denton andremai n moderately concentrated and the Fort Worth bank- Lewisville) of Denton County; the southwestern quadrant (including McKinney and Plano) of Collin County; Forney and Terrell in ing market would remain highly concentrated, as measured Kaufman County; Midlothian, Waxahachie, and Ferris in Ellis County;by th e HHI(footnote 15 Summaries of the market data for these and Grapevine and Arlington in Tarrant County, all in Texas.
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