National City acquisition by PNC

The National City acquisition by PNC was the deal by

Both banks began interstate expansion in the 1980s, with the two eventually competing in Cincinnati and Louisville by the end of the decade. In late 1992, PNC announced plans to acquire Youngstown, Ohio-based Ohio Bancorp.^[2] PNC later backed out of the deal, and National City acquired Ohio Bancorp instead in 1993, with the same branches and even some employees of Ohio Bancorp still employed with National City at the time of the PNC deal.^[3] Many of the same employees working for Provident Bank of Cincinnati remain with PNC today after National City's acquisition of Provident in 2004.

Although PNC would never enter the Cleveland market on its own before the National City deal, National City did enter Pittsburgh in late 1995 with its acquisition of Pittsburgh-based Integra Bank,^[4] putting it in third in market share behind PNC and Mellon, and eventually second after Mellon sold off its retail banking division to RBS–owned Citizens Financial Group in 2001.^[5]

As early as 2003, there were talks of a potential PNC–National City merger down the road, with National City being the surviving entity. However, PNC CEO and Chairman Jim Rohr, a Cleveland native who would later orchestrate PNC's acquisition of National City, insisted at the time that PNC was not for sale.^[6]

National City problems

The downfall of National City began in 2007 when the

Adding to the bank's problems, The Wall Street Journal reported on June 6, 2008, that National City had entered into a memorandum of understanding with federal regulators, effectively putting the bank on probation. Terms of the confidential agreement, entered into a month earlier with the Office of the Comptroller of the Currency (which regulates nationally chartered banks), were not known.^[8]

On June 10, 2008, National City Corp. confirmed that it had reached agreements with regulators "regarding capital levels, risk-management practices and other aspects of its business." The company stated that there had been no material developments in these areas since these memorandums of understanding were signed in April and May 2008.^[9]

By October 2008, National City was in serious sale discussions following the failure of Washington Mutual and the forced sale of Wachovia to Wells Fargo. Among the publicly known front–runners were Minneapolis-based U.S. Bancorp (U.S. Bank), Toronto–based Scotiabank, and eventual buyer PNC.^[1][10] Scotiabank, which has long stayed out of the U.S. market unlike its Canadian rivals, was considered the best option for the local government since Scotiabank didn't have a pre–existing presence in the United States, allowing most of the National City operations to stay in Cleveland. Although National City and PNC had minimal overlap, the close proximity of Cleveland to Pittsburgh meant massive layoffs in both cities.

Wells Fargo, Fifth Third Bank, and crosstown rival KeyBank all also expressed interest in National City, with Fifth Third even offering to move its corporate headquarters to Cleveland from across the state in Cincinnati if it were to buy National City.^[11] Like U.S. Bancorp (U.S. Bank), Fifth Third had a redundant footprint with National City, while Wells Fargo (even after its acquisition of Wachovia) had virtually no overlap with National City at all. KeyBank and National City had very little overlap outside Ohio, although some branches in Northeast Ohio would've likely required divesture.

Takeover by PNC

In early October 2008, PNC had offered a deal with National City, but backed out. Combined with Scotiabank's decision to once again not enter the U.S. market, National City began preliminary merger talks with U.S. Bancorp (U.S. Bank).^[1]

Meanwhile, the U.S. government began to issue out TARP funds from the $700 billion bailout plan to banks to help stabilize their funds and issue out loans again. On October 23, 2008, when the National City board of directors were about to decide on the U.S Bancorp (U.S. Bank) deal, PNC made an 11th hour offer to buy National City and be its white knight. The following day, after National City was denied TARP funds by the U.S. government, they accepted PNC's offer at about $5.2 billion in stock. The acquisition was a stock purchase transaction completed before the end of 2008.^[12][13]

The deal initially made PNC the largest bank in Pennsylvania, Ohio, and Kentucky, as well as the second largest bank in Maryland and Indiana. It greatly expanded the PNC presence in the Midwest as well as entering the Florida market. Pittsburgh, Louisville, and Cincinnati were the only three markets before the acquisition deal that both banks had a major presence in. Overall, the deal made PNC the fifth–largest bank in the United States. After the acquisition, PNC conducted a review of National City's balance sheet and took write-offs and reserves of $12.6 billion on the loan portfolio, indicating how severe the problems were at National City.^[14]

Criticism

While some Clevelanders didn't like the fact that National City was being taken over by a Pittsburgh–based rival because of the longstanding NFL rivalry between the two cities,^[15] many of the reactions to the PNC–National City deal involved the fact that TARP funds were used by PNC to buy National City.

There was also criticism from National City shareholders.[19] The deal was described as a "take–under,"^[20] meaning the purchase price was below National City's market value.^[21] Shareholders felt that they were being undervalued for their National City stock. Eight National City stockholders received a settlement from PNC on July 31, 2009.^[22] Under terms of the settlement, investors dropped their claims in return for the release of more than 400 pages of documents in Delaware State Court.^[22]

Nonetheless, the deal was approved by shareholders of both banks on December 23, 2008, and finalized on December 31, 2008.^[23]

Aftermath

In the case of Pittsburgh, the two banks had significant overlap to the point it would pose

On April 7, 2009, PNC reached a deal with Buffalo-based First Niagara Bank to buy 57 of the branches.^[26] First Niagara officially took over those branches on September 8 after the signs were changed over from National City during Labor Day Weekend.^[27] The branches not purchased by First Niagara were the four in Crawford County, Pennsylvania that PNC had to divest; of those four, one branch in Titusville was sold to Emclaire Financial Group^[28] while the other three (one in Conneaut Lake, the other two in Meadville, including the branch inside Walmart) were sold to Marquette Savings Bank.^[29] Although employees at the branches being sold off were retained (First Niagara, in fact, established a regional office in Pittsburgh at 11 Stanwix Street near National City's Pittsburgh headquarters at 20 Stanwix Street, adding more jobs there.),^[26] there were still heavy layoffs at National City's headquarters in Cleveland.

Because of the significant overlap in Pittsburgh that remains, PNC closed seven National City branches & five PNC branches on November 6, 2009, and later closed two more PNC branches on April 23, 2010, with the accounts at those branches being moved to the nearby PNC branch that will remain.^[30] As part of the agreement to buy the 57 National City branches from PNC, First Niagara has the right of first refusal to buy the National City branches PNC closes.^[31] Despite the branch closures and the sale of others to First Niagara, PNC still ended up with a 46% market share in Pittsburgh,^[32] over three and a half times the market share of second-place Citizens Financial Group with 13%.^[26] By July 2012, PNC's market share in Pittsburgh increased to 48%, more than the rest of the top ten banks in Pittsburgh by deposits combined;^[33] it further increased to a virtual 50% by October 2013.^[34] By the time Bank of America announced plans for an organic expansion into Pittsburgh in January 2018, PNC's market share in the area had slipped to 42.8%.^[35]

Although experts^[36] had expected more TARP funds to be used by stronger banks to buy out weaker rivals, no more deals were ultimately done involving TARP funds.

Conversion to PNC

The National City name, as expected, lasted well into 2009 since it would take PNC some time to integrate the two banks together.

The conversion of National City to PNC was completed in June 2010, in the following phases:[38]

• February 19, 2010^[39] Central & Southern Ohio (including Cincinnati, Dayton, and the state capital of Columbus^[40]), Southeastern Indiana, and all of Kentucky.
• April 12, 2010^[41] Northern Ohio (including National City's home market of Cleveland,^[42] Akron, Canton, and Toledo) and all of Michigan.
• June 14, 2010^[43] The rest of Indiana and all of Illinois,^[44] Missouri, and Wisconsin.

Legacy

Despite becoming the largest bank in Ohio upon acquiring National City, PNC has since slipped to second–largest in the state behind Fifth Third Bank, and for several years was neck–and–neck with third place Huntington Bancshares for the second-place spot. Much of the losses for PNC came in Cleveland, where many Clevelanders left PNC upon the April 2010 conversion of National City in the area for other banks, most notably KeyBank, which became the Cleveland market's largest bank by deposits. While National City was Cleveland's top bank at the time of PNC's acquisition, PNC slipped to fourth overall in the area behind KeyBank, locally owned Third Federal Savings & Loan, and

PNC ultimately paid back its TARP funds in full in February 2010 while the National City conversion was still underway. However, it required the bank to sell its Global Investment Servicing division to BNY Mellon in order to have the funds to buy back its shares.[54]

First Niagara Bank, which had mostly been a semi–regional bank within Western New York before acquiring the National City branches in the Pittsburgh area that PNC had to divest, used the National City branches it bought as a launching pad to expand into other markets, acquiring banks in Philadelphia and New England before acquiring HSBC Bank USA's Upstate New York branches. In 2015, KeyBank acquired First Niagara, bringing the former National City branches into the fold that it tried to acquire from PNC.^[55]

It can be argued that one of the biggest benefactors of the PNC–National City deal long-term was a bank with no connection to the deal at all: FNB Corporation. Once a community bank under the First National Bank name in nearby Mercer County, Pennsylvania, FNB gradually grew its branch and deposit network to become Pittsburgh's third largest bank within striking distance of catching Citizens, eventually moving its headquarters to Pittsburgh and growing its network to several states and becoming a partner of the Pittsburgh Penguins.^[56]

References