{"id":37899,"date":"2023-11-08T10:20:33","date_gmt":"2023-11-08T10:20:33","guid":{"rendered":"https:\/\/fideres.com\/?p=37812"},"modified":"2024-03-28T11:12:33","modified_gmt":"2024-03-28T11:12:33","slug":"goodwill-hunting","status":"publish","type":"post","link":"https:\/\/fideres.com\/it\/goodwill-hunting\/","title":{"rendered":"Goodwill Hunting"},"content":{"rendered":"
Over the course of a few weeks in March 2023, the global banking sector saw a bank run on the second-largest bank in Switzerland and three small- to mid-size U.S. banks. The resulting turmoil in the banking industry triggered hectic responses by regulators to prevent the potential spread of the crisis. The affected banks were sold off at deep discounts in relation to the fair value of the banks\u2019 assets, resulting in record gains for the acquiring banks, while leaving the shareholders and holders of subordinated bonds of the target banks with billions in losses. The record discrepancy between the compensation received by shareholders and the fair value of the banks\u2019 assets raises important questions about the initial valuation and the deal process involved.<\/span><\/p>\n The failures of First Republic Bank (FRB), Silicon Valley Bank (SVB) and Signature Bank (SB) ranked as the second-, third- and fourth-largest bank failures in U.S. history, respectively, dwarfed only by the collapse of Washington Mutual during the 2007\u20132008 Great Financial Crisis. The Federal Deposit Insurance Corporation (FDIC) subsequently assumed control of these banks and facilitated the sales of SB to New York Community Bancorp, SVB to First Citizens and FRB to JPMorgan. In each of these three transactions, FDIC declared these banks insolvent and the shareholders experienced total losses.<\/span><\/p>\n In Switzerland, the financial market authorities orchestrated a deal between UBS and its rival Credit Suisse (CS), due to concerns about the potential collapse of the latter and the contagion risk to the domestic as well as global financial system. As part of this transaction, holders of CS\u2019s then CHF 16bn outstanding Additional-Tier-1 bonds (AT1s) saw their investments completely written down. CS shareholders received compensation at CHF 0.76 per share, even though the shares were trading at CHF 1.86 on the last trading day preceding the agreement. Considering the fair value of the acquired net assets reported by UBS at the end of Q21<\/a><\/sup>, the implied value of one CS share was at approximately CHF 7.33, which is CHF 6.57 higher than what was paid to CS shareholders.<\/span><\/p>\n <\/p>\n The unprecedented magnitude of shareholder losses is reflected in an accounting measure known as goodwill. In the context of M&A transactions, goodwill denotes the difference between the net asset value2<\/sup> of the acquired company (also known as the target company) and the purchase price paid by the buyer (a.k.a. the acquirer). Typically, an acquirer pays a premium to a target company\u2019s shareholders, as a compensation for intangible gains from the deal, e.g., synergy effects between the two businesses or the brand strength of the target company. This results in positive goodwill.<\/span><\/p>\n However, each of the four deals mentioned above resulted in a record amount of reported negative goodwill (or bargain purchase gain), totalling $44bn.3<\/a><\/sup> The following table summarises the key information of the deals according to the latest SEC filings.<\/span><\/p>\n\nSource: Wall Street Journal<\/em><\/span><\/h6>\n
Unprecedented Net Gains<\/span><\/h2>\n
\n\n
\n \n Target <\/td>\n \n Acquirer <\/td>\n \n Consideration Paid\n (in $ mil.) <\/td>\n \n Fair Value of Net Assets\n (in $ mil.) <\/td>\n \n Negative Goodwill\n (in $ mil.) <\/td>\n <\/tr>\n \n \n Signature Bank <\/td>\n \n New York Community Bancorp <\/td>\n \n 85 <\/td>\n \n 2,227 <\/td>\n \n 2,142 <\/td>\n <\/tr>\n \n \n Silicon Valley Bank <\/td>\n \n First Citizens <\/td>\n \n 35,650 <\/td>\n \n 45,474 <\/td>\n \n 9,824 <\/td>\n <\/tr>\n \n \n First Republic Bank <\/td>\n \n JPMorgan Chase <\/td>\n \n 67,899 <\/td>\n \n 70,611 <\/td>\n \n 2,712 <\/td>\n <\/tr>\n \n \n Credit Suisse <\/td>\n \n UBS <\/td>\n \n 3,710 <\/td>\n \n 32,771 <\/td>\n \n 28,925 <\/td>\n <\/tr>\n <\/table>\n<\/div>