Academic journal article Federal Reserve Bulletin

F.N.B. Corporation Pittsburgh, Pennsylvania

Academic journal article Federal Reserve Bulletin

F.N.B. Corporation Pittsburgh, Pennsylvania

Article excerpt

Order Approving the Merger of Bank Holding Companies FRB Order No. 2017-06 (February 24, 2017)

F.N.B. Corporation ("FNB"), Pittsburgh, Pennsylvania, 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 Act (2) to merge with Yadkin Financial Corporation ("Yadkin"), Raleigh, and thereby indirectly acquire Yadkin Bank, Statesville, both of North Carolina. Following the proposed acquisition, Yadkin Bank would be merged into FNB's subsidiary bank, First National Bank of Pennsylvania ("First National Bank"), Greenville, Pennsylvania. (3)

Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (81 Federal Register 65358 (September 22, 2016)). (4) 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.

FNB, with consolidated assets of approximately $21.6 billion, is the 75th largest insured depository organization in the United States, controlling approximately $16.0 billion in consolidated deposits, which represent less than 1 percent of the total amount of deposits of insured depository institutions in the United States. (5) FNB controls First National Bank, which operates in Maryland, Ohio, Pennsylvania, and West Virginia.

Yadkin, with consolidated assets of approximately $7.4 billion, is the 166th largest insured depository organization in the United States, controlling approximately $5.3 billion in consolidated deposits, which represent less than 1 percent of the total amount of deposits of insured depository institutions in the United States. Yadkin controls Yadkin Bank, which operates in North Carolina and South Carolina.

On consummation of this proposal, FNB would become the 62nd largest insured depository organization in the United States, with consolidated assets of approximately $28.9 billion, which represent less than 1 percent of the total amount of assets of insured depository institutions in the United States. FNB would control consolidated deposits of approximately $21.3 billion, which represent less than 1 percent of the total deposits of insured depository institutions in the United States.

Interstate and Deposit Cap 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 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. (6) Under this section, the Board may not approve an application that would permit an out-of-state bank holding company to acquire a bank in a host state if the bank has not been in existence for the lesser of the state statutory minimum period of time or five years. (7) In addition, the Board may not approve an interstate application if the bank holding company controls or would upon consummation of the proposed transaction control more than 10 percent of the total deposits of insured depository institutions in the United States or, in certain circumstances, the bank holding company would upon consummation 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. (8)

For purposes of the BHC Act, the home state of FNB is Pennsylvania, and the home state of Yadkin Bank is North Carolina. (9) Yadkin Bank also is located in South Carolina. FNB is well capitalized and well managed under applicable law, and First National Bank has a "Satisfactory" rating under the Community Reinvestment Act of 1977 ("CRA"). (10) North Carolina does not have a minimum age requirement, (11) and South Carolina does not have a minimum age requirement applicable to this transaction. …

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