CHARLOTTE, N.C. — In a bold move that reinforces Bank of America Corp.’s dominance of consumer banking in the United States, the nation’s third-largest bank said Thursday it will buy credit-card leader MBNA Corp. in a deal worth $35 billion in stock and cash.
The acquisition reshapes the landscape for banks that issue credit cards — including many of Bank of America’s top rivals — and transforms the Charlotte-based bank into one of the world’s largest holders of consumer debt.
“For years, I have been impressed with the sales capabilities of MBNA,” Bank of America Chairman and CEO Ken Lewis told industry analysts after the deal was announced. “I see them as a selling machine. … We have the franchises and they have marketing savvy.”
After the deal is closed, Bank of America will have 40 million active credit card accounts, making it one of the top credit card issuers in the nation. And in buying MBNA, Bank of America is also taking over a firm that issues credit cards for many of its rivals, including fellow Charlotte-based bank Wachovia Corp.
“It gives Wachovia tremendous incentive to go out and make a deal with Capitol One or (another issuer.) … They can’t have Bank of America running their credit card portfolio,” said Dick Bove, an analyst with Punk Ziegel & Co. in St. Petersburg, Fla.
The deal will bring Bank of America’s credit-card business to a level on par with major financial services firms Citigroup Corp. and JP Morgan & Chase Co. Each will have a North American credit card market share of 17 percent to 19 percent, according to Michael Mayo, an analyst at Prudential Equity Group LLC in New York. The next largest competitors will have only a third of that business.
But making the leap into the top-tier of U.S. credit-card companies will also leave Bank of America “even more exposed to the health of the U.S. consumer,” Mayo wrote in a note to investors.
That didn’t concern fellow analyst Mark Hebeka, with S&P Equity Research in New York, who said the bigger Bank of America should be fine unless there is a major downturn in the economy.
“These are both solid companies and each has a specialty that they bring to the deal,” Hebeka said.
The bank’s chief financial officer, Marc Oken, went further, saying taking on MBNA will bring increased stability to Bank of America’s balance sheet.
“It means more stable and predictable earnings because you know what the margins are,” he said. “And you can predict the credit quality. Even if the rates are not in your favor, at least you know what you are dealing with.”
The deal is a pricey one for Bank of America, but “not a shocker,” said Andrew Collins, an analyst at Piper Jaffray in New York. Lewis has been talking about buying a company offering credit cards based on the prime rate for a while, Collins said, and “there’s only one of them left.”
Collins said he liked the price, even though he and other analysts called it a little high.
“It’s not cheap, but the earnings prospects look pretty good,” Collins said. MBNA earned $2.7 billion on revenue of $12.3 billion in 2004, while Bank of America made $14.1 billion on revenue of $63.3 billion.
Lewis, meanwhile, dismissed any suggestion that his bank overpaid for the credit-card company.
“I think this is a great deal for Bank of America shareholders because we also are getting a great marketing company,” he said.
Shares of MNBA soared after the deal was announced, gaining $5.09, or more than 24 percent, to close at $26.16 on the New York Stock Exchange. Bank of America shares fell $1.30, or 2.7 percent, to $45.61.
Bruce Hammonds, president and CEO of MBNA, will become CEO and president of Bank of America Card Services. He will remain in Wilmington, Del., where MBNA is headquartered. Frank Bramble, Sr., a vice chairman of MBNA, will join Bank of America’s board of directors.
The deal is expected to close in the fourth quarter of 2005. Under terms of the agreement, MBNA shareholders will receive 0.5009 common shares of Bank of America plus $4.125 in cash for each of their shares.
The takeover will result in 6,000 jobs cuts, across both companies, Lewis said. Bank of America expects the job cuts to help it achieve overall cost savings of $850 million, which would be fully realized in 2007, and anticipates a restructuring charge of $1.25 billion.
Savings also will be achieved through the elimination of overlapping technology, vendor leverage and marketing expenses.
The agreement has been approved by both boards of directors and is subject to approval by regulators and MBNA shareholders.
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