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Part I: Case Summary
“On September 15, 2008, Merrill Lynch & Co., Inc. and Bank of America Corporation announced a strategic business combination in which a subsidiary of Bank of America will merge with and into Merrill Lynch. If the merger is completed, holders of Merrill Lynch common stock will have a right to receive 0.8595 of a share of Bank of America common stock for each share of Merrill Lynch common stock held immediately prior to the merger. In connection with the merger, Bank of America expects to issue approximately 1.710 billion shares of common stock and 359,100 shares of preferred stock” –Bank of America Letter to Shareholder
The 2008 Global Financial Crisis has taken many casualties in the financial market worldwide, including the failure of Global Systemically Important Banks (G-SIBs). The first financial institution to collapse at the crisis was Countrywide Financial Corp., American largest mortgage lender that later acquired by Bank of America in January 2008. Two months later, Bear Stearns, which also has a great amount of Mortgage Backed Securities (MBS), was rescued from bankruptcy by JP Morgan Chase for a price of $10/share. Seven days before, its share was still trading at $65/share. On September 7th, two Government Sponsored Entities (GSE), FNMA and FHLMC were privatized by the US Department of Treasury due to the severe loss that would lead to bankruptcy and shook the financial market to a more catastrophic situation (Havemann, 2009).
There was fear in the market and financial institutions with large exposure to Asset Backed Securities are very fragile. After series of acquisition made in the financial system in the first semester of 2008, the market then shorted Lehman Brothers and Merrill Lynch, which both have great MBS exposure. On September 14th, Bank of America agreed to acquire Merrill Lynch for $ 50 billion while Lehman Brothers declared bankruptcy the next day. The crisis worsens for the next few months, leading to the failure of other GSIBs such as American International Group (AIG), Washington Mutual, and Wachovia Corp (Havemann, 20009).
In this case study, we are going to highlight the valuation and acquisition process of Merrill Lynch by Bank of America in the midst of 2008 Global Financial Crisis. This case study is not intended to determine whether the action taken was right or wrong, but rather intended to highlight alternative options using data available at the time.
Bank of America
Bank of America is the world’s largest bank based in Delaware and operating under U.S. federal law. It is headquartered in Charlotte, North Carolina. It serves individual customers, small and middle enterprises, and large corporations in 175 countries. Bank of America business lines includes banking, investing, asset management, and risk management products and services. In United States alone, BOA had 59 million customers served through 6000 retail banking offices, 18000 ATMs, and online banking. As of June 30, 2008 it had total consolidated assets of $ 1.7 trillion, deposits of $ 785 million, and stockholders’ equity of $ 163 billion (Bank of America, 2008).
Bank of America business and financial performance had been great from 2003 up to 2006, interest income grew at 19% CAGR, non-interest income grew at 27.6% CAGR, and net income doubled during the period. During the same period loans and leases distributed grew at 22.3% CAGR, while deposits grew at 18.3%. The good business performance was supported by the low interest rate policy of Federal Reserve between 2001-2004, where the interest rate was cut from 6% to the low of 0.75% in December 2002 (figure 1.1). Federal Reserve was determined to stimulate growth of the economy post Internet bubble period, in turn encouraging Americans to lend more. There was a long period where interest rate stays, until it was increased gradually in June 2004 to June 2007 (Bank of America, 2004; 2005; 2006).
The increase in interest rate leads to increase in floating rate of mortgage as well; at the time many Americans are not in a good financial position to service their mortgage, especially the sub-prime segment and the Adjustable Rate Mortgages (ARMs). The lax lending standard employed previously results in high non-performing loan and default of home borrowers, decreasing the home price nationwide. The high non-performing loan and foreclosure of houses impacted all saving and loan, banks, and financial institution with exposure to mortgage, including investment bank that securitize the mortgages into MBS (Havemann, 2009).
Figure 1.1 United States Federal Funds Rate January 2000 to September 2008
Apart from the issues with housing and mortgage industry, in January 2008, Bank of America acquired Countrywide Financial for $ 2.5 billion (Bank of America, 2007), Countrywide was the largest mortgage lender in US. It has $ 408 billion mortgage originations in 2007 and servicing portfolio of $ 1.5 trillion with 9 million loans. BoA thinks that Countrywide acquisition would affirm their position as the nation’s premier lender to consumers. Due to the weakness in housing market and increasing trend of NPL, in 2007 Bank of America net income decrease 29% YoY due to the rise in provision combined with decrease in interest and non-interest income (Bank of America, 2008). In the first half of 2008, net income continue to worsen, decreasing 58% compared to the first half of 2007 due to the tripling provision for credit losses and decrease in non-interest income (figure 1.2). Meanwhile, non-performing assets quadrupled from 0.32% to 1.13% between first half of 2007 and 2008 (figure 1.3) (Bank of America, 2009).
The deterioration of Bank of America business was also reflected in the stock price traded in NYSE, after rising from $ 40/share to $ 55/share between January 2004 to late 2006, BoA stock price tumbled to its low of $ 18/share. It then fluctuated between $ 25-40/share in September 2008 (figure 1.4). Breakdown of Bank of America income statement and balance sheet are available on the appendix.
Figure 1.2 Bank of America Income Statement and Financial Ratio 2003 – mid 2008 (Bank of America, 2008)
Figure 1.3 Bank of America Balance Sheet and Assets Quality 2003 – mid 2008 (Bank of America, 2008)
Figure 1.4 Bank of America Stock Price January 2004 to September 2008
Merrill Lynch was founded in 1914 and became listed on Jun 1971. It is one of the leading capital markets, advisory, and wealth management companies in the world. Merrill Lynch has branches across 40 countries and total client assets of $ 1.5 trillion at September 2008, it also has 45% voting interest and half of the economic interest of BlackRock, Inc., world’s largest publicly traded asset management with $1.3 trillion in assets under management at the time. Merrill Lynch products and services include advisory to corporations, governments, institutions and individuals worldwide, apart from its role as investment bank, global trader, and underwriter of securities and derivatives (Bank of America, 2008).
Merrill Lynch had been actively underwriting derivatives, including CDO, CDO squared, and CDO cube that during the course of financial crisis turned to be worth significantly less than the par value. Between 2006 and 2007, Merrill was the lead underwriter on 136 CDOs worth $93 billion, which it retained partly and lead to billions of dollar losses. For example, in the middle of 2008 Merrill Lynch sold a group of CDOs valued at $ 30.6 billion to Lone Star Funds for $ 1.7 billion in cash and $ 5.1 billion in loan (Keoun and Harper, 2008).
Merrill Lynch business and performance had been great from 2003 to 2006, revenue grew at 36.3% CAGR, while net income grew at 24.4% CAGR (figure2.1) (Merrill Lynch & Co., 2003; 2004; 2005; 2006). Securitization business had been growing at a very rapid pace and contributed significantly Merrill’s balance sheet, at least 13% of its assets at the end of 2006 (Appendix 2.2). In 2007 Merrill Lynch incurred $ 8 billion loss in net income due to the significant increase in interest expense (provision for losses), although in the first half of the year it still recorded a profit of $ 4.17 billion. The condition deteriorated in the first half of 2008, when total revenues dropped 57% YoY. Stockholders’ equity, in turn, decrease 17.6% in the first half of 2008 compared to first half of 2007 (Bank of America, 2008). Considering Merrill Lynch exposure to MBS and other derivatives, significant decline in their value could easily wiped out Merrill’s equity (look at appendix 2.2 for details). Breakdown of Merrill Lynch income statement and balance sheet are available on the appendix.
Figure 2.1 Merrill Lynch Income Statement and Balance Sheet 2003 – mid 2008 (Bank of America, 2008)
Deterioration of Merrill Lynch business performance and market’s fear of worsening crisis drove Merrill’s stock down from $ 50/share in January 2008 to $ 15-25/share in September 2008 (figure 2.2).
Figure 2.2 Merrill Lynch Stock Price January 2008 to September 2008
In September 2008 US stock market has been declining 37% from one year earlier, there were speculation on the impending collapse of financial institutions such as Lehman Brothers. Lehman Brothers announced $ 3.9 billion net loss for its third quarter of 2008 on September 10th, 2008. Merrill Lynch stock declined 36% in only one week. On Saturday the same week, John Thain, Chairman and CEO of Merrill Lynch, contacted Ken Lewis, Chairman and CEO of Bank of America. Mr. Thain proposed for Bank of America to acquire 9.9% equity stake in Merrill Lynch and to provide credit facility. However, Mr. Lewis said that he was not interested in acquiring minority stake in Merrill Lynch, but is interested in business combination with Merrill Lynch. He beliefs that the combination of both companies would complement each other business line, in retail brokerage and wealth management, also in investment banking and investment management (Bank of America, 2008).
In light of the imminent bankruptcy of Lehman Brothers and deterioration in financial market, Bank of America and Merrill Lynch began arranging meetings among management and advisors to discuss the pro and cons of such transactions and did a due diligence on the business, financial, operational, and legal aspect of the transaction. Representatives of Merrill Lynch also met with representatives from BoA to discuss the valuation and pricing shares of Merrill’s common stock, Merrill Lynch indicated that they were seeking a significant premium to the last Friday’s closing price of $ 17.05/share, also at the appropriate book value multiple. The discussion and negotiation over the weekend results in the transaction price of $ 29.00/share, equal to exchange ratio of 0.8595 BoA common stock and 70.1% premium to September 12th, 2008 closing price (Bank of America, 2008).
Merrill Lynch benefits from the merger through BoA business that complements Merrill Lynch global wealth management, markets, and investment banking businesses, and stronger capital, funding capabilities, and liquidity of BoA. More importantly, Merrill Lynch would avoid downgrade from rating agency that potentially leads to bankruptcy. Meanwhile BoA benefits from the customer bases, business products and skills of Merrill Lynch services to enhance the capabilities of its business line. The Acquisition was also expected to save $ 7 billion each year on a pre-tax basis due to overlapping business and infrastructure. The acquisition itself may cost up to $ 3 billion pre-tax (Bank of America, 2008).
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch financial advisor valued Merrill Lynch stock at range of $ 21.93 – $ 29.25, while FPK and J.C. Flowers, Bank of America financial advisor valued Merrill Lynch stock at range of $ 20.96 – $ 31.77 (figure 3.1). FPK and J.C. Flowers also valued Merrill’s potential synergy with BoA, leading to a higher valuation of $ 32.7 – $ 45.96 (Bank of America, 2008).
Figure 3.1 Merrill Lynch and Bank of America Valuation
Figure 3.2 Pro-Forma Combined Income Statement of ML and BoA (Bank of America, 2008)
Figure 3.3 Pro-Forma Combined Balance Sheet of ML and BoA (Bank of America, 2008)
To stabilize the financial market, on October 3rd, 2008, President George W. Bush signed Emergency Economic Stabilization Act of 2008 into law, including the authorization of Troubled Asset Relief Program (TARP), a $ 700 billion fund to buy toxic assets from financial institutions. US Treasury Department used the fund to inject $ 125 billion in capital through preferred shares and warrants to nine prominent financial institutions, including BoA and Merrill Lynch (Rhee, 2010). On November, Merrill Lynch submitted 10-Q for its third quarter, showing $ 8.25 billion pre-tax loss and difficulty in mitigating risk due to market illiquidity. By then, Federal Reserve had approved the acquisition under the Bank Holding Act, BoA and Merrill’s shareholder had also approved the deal, but the acquisition was still in pending. In early December Ken Lewis learned Merrill was expected to incur $ 12 billion losses from its exposure to MBS and related securities in the fourth quarter, $ 3 billion increase from the estimate just 6 days before. Ken Lewis did not inform shareholders of Merrill’s losses, but he then advised the board about it. Lewis was considering canceling the deal through the merger agreement’s Material Adverse Change (MAC) clause. The MAC would have allowed BoA to terminate the deal based on material change in events after the signing of the merger agreement but before closing the deal. Ken Lewis informed the Treasury Secretary and Federal Reserve Chairman, Henry Paulson and Ben Bernanke, that he was considering terminating the deal. Paulson and Bernanke advised Lewis against it, considering the adverse consequences should Merrill Lynch collapse that potentially add more systemic risk and uncertainty to the market (Rhee, 2010). They believed that Merrill could not survive independently and would collapse like Bear Stearns and Lehman Brothers.
Four days later Ken Lewis met Paulson again, to talk about exercising the MAC. Paulson responded by threatening to fire Bank of America’s board and management if the company terminate or renegotiate the acquisition. The next day, BoA board met to discuss the acquisition decision, whether it was still beneficial to BoA or not, Lewis also expressed that “the Treasury and Fed would remove board and management of the corporation” if they invoke the MAC clause. The government, however, gave verbal assurance of financial assistance through TARP and provides downside protection against asset value decline. The government also argues that there is weak legal base for BoA to exercise MAC, as stated below:
“Material Adverse Effect” shall not be deemed to include effects to the extent resulting from . . . changes in . . . general business, economic or market conditions, including changes generally in prevailing interest rates, currency exchange rates, credit markets and price levels or trading volumes in the United States or foreign securities markets, in each case generally affecting the industries in which such party or its Subsidiaries operate and including changes to any previously correctly applied asset marks resulting there from . . . except . . . to the extent that the effects of such change are disproportionately adverse to the financial condition, results of operations or business of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate . . . (Rhee, 2010).
At the time, Merrill Lynch deteriorating performance was caused by the general economic condition and it was not necessarily worse than its peers. Bank of America stock had declined from $ 24/share in September 2008 to $ 6.58 in December 2008 after announcing its acquisition of Merrill Lynch, as the market think Merrill would be a liability to BoA.
Part II: Analysis and Discussion
In this part, we display our own valuation using only income statement from 2004 to 2008, which we believe reflect the available information at December 2008 when Ken Lewis was making the decision whether to close the deal. We do valuation on Bank of America, Merrill Lynch, and the pro-forma post M&A projection of BoA-ML.
Figure 4.1 Bank of America Condensed Income Statement Projection (without M&A)
We projected BoA net interest income to be declining in the next three years due to the low interest rate policy conducted by Federal Reserve combined with the reluctance of business and individuals to lend and increase consumption. Non-interest in come is expected to be stable somewhat due to the need for retail consumer conducting day-to-day business activities. The combination of declining interest income and stable non-interest income is expected to results in a decline of total revenue of 12% in 2009, 13% in 2010, and began to stable in 2011.
Provision for credit losses is expected to be high in 2009, as foreclosure remains high due to the rising trend of unemployment since 2007. The decline in house price nationally below mortgage value may also leave homeowners no choice but to default. The rest of homeowners are expected to face difficulty in servicing their debt, leading to higher non-performing loan as well.
Operational expense is expected to decline until the economic condition improves, the efficiency possible are layoff, selloff in assets, and streamlining the business in general. Assistance from the government through TARP and preferred stock are expected to incur significant cost to BoA common equity shareholders, leading to a marked decline in net income available to common shareholders. Preferred stock would then be terminated gradually as the company generates excess cash.
Figure 4.2 Bank of America Free Cash Flow to Equity Valuation Method
Using the assumption above, we derived the expected free cash flow to equity for the next three years and valued the company using FCFE method. It results in Bank of America fair value of $ 22.85/share, a significant premium to December 2008 share price of $ 6.58, but only half the share price trading one year before. It was common during crisis that shares are trading significantly below its fair value due to the fear of sustained worsening economic condition and potential bankruptcy. Our valuation was in line with BoA stock price before announcing Merrill’s acquisition. Nevertheless, we are confident in our valuation based on the financial ratio displayed in figure 4.3. We believe Bank of America has an adequate financial position due to business diversification and more manageable exposure to mortgage compared to investment bank that securitize the mortgage.
Figure 4.3 Bank of America Financial Ratio 2004 – 2011F
Figure 5.1 Merrill Lynch Condensed Income Statement Projection (without merger)
Unlike BoA, Merrill Lynch worst performance is expected to be in 2008 due to the loss of mark-to-market securities that it holds. Merrill’s business is expected to stabilize quickly in 2009 as investment-banking job tends to be short term in nature and have an increasing demand, especially during market turmoil. Breakdown of expected Merrill Lynch revenue is available at the appendix. Merrill Lynch is projected to also reduce the number of employee and streamline the business in an effort of cost reduction. Government assistance in the form of preferred stock would also be gradually paid as the company’s condition improves. At the time, Merrill’s main concern was to avoid bankruptcy at all cost.
Figure 5.2 Merrill Lynch Free Cash Flow to Equity Valuation Method
Using the estimated projection above, we use FCFE method to value Merrill Lynch and derive equity fair value of $ 7.76/share, half of Merrill’s stock price trading at December 2008, and a 73% discount to the agreed acquisition price ($ 29/share). Merrill’s loss in 2008 alone nearly wipes its equity value, meaning that unless Merrill was acquired imminently, it would fail. Another signal of the potential failure of Merrill Lynch was showed by its Capital Adequacy Ratio (CAR) and Tier 1 Common Capital Ratio, which were below 8% and 4%, respectively, as mandated by Federal Reserve (figure 5.3).
Figure 5.3 Merrill Lynch Financial Ratio 2004 – 2011F
BOAML post-acquisition valuation
In this part, we did valuation on post-M&A of BoA and ML including the synergy that may be resulted. The underlying assumption of the projection is similar to those we use when evaluating Bank of America and Merrill Lynch independently. Acquisition of Merrill Lynch is expected to contribute significantly to BoA non-interest income, while the efficiency from overlapping infrastructure and employee is projected to reduce the operational expenses by 25% – 30% in 2009 compared to the previous year (figure 6.1).
Figure 6.1 BoA and ML Post Merger Income Statement Projection 2004 – 2011F
The number of shares outstanding has also counted the effect of dilution from Merrill’s common stock conversion to BoA common stock; previously in December 2008 there was 4.5 billion of BoA common stock outstanding, with 0.8595 conversion factor for ML’s stock, there is now 5.6 billion shares outstanding.
Figure 6.2 Synergy Potential of BoA – ML M&A (pre-tax)
We projected efficiency of 90% in the operational expense of BoA-ML, apart from the efficiency done by each company separately. The M&A is expected to save $ 5.4 billion in 2009 alone and a net present value of $ 58.5 billion pre-tax (figure 6.2).
Figure 6.3 BoA – ML Free Cash Flow to Equity Valuation Method
Using the projection above, we use FCFE to derive at the equity value of BoA after Merrill’s acquisition. Our valuation results in equity fair value of $ 22.87/share, it reflects 12.55x 2009F earnings and 9.46x 2010F earnings, historically BoA traded at 11-13x its current year earnings. Supplemental financial ratio of the projected incomes statement is displayed by figure 6.4.
Figure 6.4 BoA – ML Post Merger Financial Ratio 2004 – 2011F
The acquisition of Merrill Lynch by Bank of America, according to our valuation, is expected to create a market value of synergy of $ 14.7 billion. In December 2008, the market capitalization of both banks are at the low point of $ 46.5 billion combined, while our valuation of both banks result in fair market capitalization of $ 114.5 billion. After M&A, our valuation shows that the fair market capitalization is $ 129.2 billion, or a synergy value creation of $14.7 billion (figure 6.5).
Figure 6.5 Market Valuation of BoA – ML M&A Synergy
Part III: Conclusion and Recommendation
In this part we are going to summarize the event leading to the point Ken Lewis had to make a decision whether to close the deal for acquiring Merrill Lynch. Then we outline our recommendation as if we are on the side of BoA management.
In late December 2008, Bank of America CEO, Ken Lewis, was contemplating whether to close the deal for acquiring Merrill Lynch, a prominent investment bank that was suffering great loss from its exposure to Mortgage Backed Securities. He had learned earlier that Merrill Lynch was incurring large losses beyond what the September 2008 due diligence expect, meanwhile the stock price of Bank of America itself had been declining 73% since announcing Merrill’s acquisition in September. He was considering exercising the Material Adverse Change clause to cancel or renegotiate the deal, however, he was pushed by the Treasury Secretary and Federal Reserve to close the deal without renegotiating further, as it was expected to increase the systemic risk to financial market. The government even threatened to fire Bank of America board and management if they attempt to cancel or renegotiate the deal.
On the agreement in September, BoA agrees to acquire Merrill Lynch for $ 29/share with conversion ratio of 0.8595 to BoA common stock, a 70.1% premium at the time. At the time, BoA was trading between $ 30-35/share, while Merrill was trading between $ 15-25/share. On December 31, as the crisis worsen, BoA was trading at $ 6.58/share while ML was trading at $ 13.25/share. Lewis was thinking whether the acquisition might jeopardize the going concern of Bank of America and incur losses to BoA shareholders.
Our recommendation is for BoA to renegotiate the acquisition price with Merrill Lynch, decreasing the acquisition price to below $10/share. At such price, BoA has more room for error, in case Merrill’s asset turn to be worse than previously expected. As CEO of a public company, Ken Lewis has the fiduciary duty only to shareholders and should not be impaired by threat made by other parties, including government official. Even in he was fired due to the negotiation or cancelling the deal, he should be proud for doing his job well. Closing the deal at the time would mean overpaying for Merrill Lynch stock, a contrary of JPMorgan acquisition of Bear Stearns at a discount of 60% few months earlier. Renegotiating the deal would give BoA more leverage as the time passes, Merrill Lynch would be forced to take any deal it could because it knows that it could not survive independently, and filing for bankruptcy would leave shareholders with nothing.
By lowering the purchase price, BoA shareholders would be benefitted through lower dilution in ownership and higher synergy value created from efficiency of the firms at the expense of Merrill Lynch shareholders. Closing the deal could potentially brought BoA to a difficult condition, especially if MBS and other derivatives value continue its decline. In December 2008, BoA market capitalization ($ 30 billion) was only twice Merrill’s ($ 16 billion). In the acquisition, the liabilities of Merrill Lynch are transferred to BoA, therefore BoA wants to pay as little, but fair for the value of Merrill Lynch in general. The due diligence over the weekend done in September could not possibly be comprehensive for firm with the size and complexity of Merrill Lynch, therefore renegotiating the deal after a more in depth analysis makes sense.
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Rhee, R. J. (2010). Case Study of the Bank of America and Merrill Lynch Merger. University of Maryland School of Law. Retrieved from https://works.bepress.com/robert_rhee/25/