The FINANCIAL — PITTSBURGH, June 20, 2011 — The PNC Financial Services Group, Inc. and Royal Bank of Canada today announced that they have signed a definitive agreement for PNC to acquire RBC Bank (USA), the U.S. retail banking subsidiary of Royal Bank of Canada, for $3.45 billion, or $112 million discount to tangible book value.
"The addition of RBC Bank provides PNC a great opportunity to enter attractive southeast markets in a way that will create value for our shareholders," said James E. Rohr, PNC's chairman and chief executive officer. "The success of our recent acquisitions demonstrates that when we bring our innovative products and services to new markets we have the proven ability to win clients and take out costs. This transaction represents an outstanding growth opportunity for PNC."
With approximately $25 billion of assets, Raleigh, N.C.-based RBC Bank (USA) has 424 branches in North Carolina, Florida, Alabama, Georgia, Virginia and South Carolina. When combined with PNC's existing network, the company will have 2,870 branches, ranking it 5th among U.S. banks.
PNC expects the transaction to be accretive to earnings by the end of 2013 or sooner depending on the amount, if any, of the $3.45 billion purchase price paid in the form of PNC common stock. Under terms of the agreement, PNC will have the option to deliver to Royal Bank of Canada at closing up to $1.0 billion of the consideration in common stock, or 3 percent of PNC's outstanding common shares based on PNC's closing price of $57.79 on June 17, 2011.
The transaction has an estimated internal rate of return to PNC in excess of 19 percent. The purchase price is currently estimated at approximately 97 percent of RBC Bank (USA) tangible book value, based on its balance sheet as of April 30, 2011, and reflects a negative 0.6 percent deposit premium.
The acquisition adds approximately $19 billion of deposits and $16 billion of loans based on RBC Bank (USA) balances as of April 30, 2011. These amounts are net of agreed upon loan and deposit transfers primarily relating to certain non-U.S. customers and settlement of Royal Bank of Canada intercompany balances. The transaction reflects estimated fair value adjustments on RBC Bank (USA)'s loan portfolio of approximately $2.2 billion or 12.5 percent. This includes the losses represented by the existing allowance for loan losses of $755 million as of April 30, 2011.
PNC plans to incur merger and integration costs of approximately $322 million and achieve a reduction of approximately $230 million, or 27 percent, of RBC Bank (USA) noninterest expense through operational and administrative efficiency improvements.
Under terms of the agreement, the purchase price is subject to a price adjustment at close for actual net tangible asset value delivered. PNC expects to fund the cash consideration with cash on hand, debt issuance and a preferred stock offering. Consideration paid in the form of PNC common stock, if any, will be limited so that Royal Bank of Canada's direct and indirect ownership of PNC common stock will not exceed 4.9 percent of PNC's outstanding common shares immediately following the close.
The transaction, which has been approved by the boards of directors of both companies, is expected to close in March 2012, subject to customary closing conditions, including regulatory approvals. Upon closing, PNC intends to merge RBC Bank (USA) into PNC Bank, N.A. and simultaneously convert RBC Bank (USA) customers to the PNC platform with RBC Bank (USA) branches assuming the PNC Bank name. PNC expects to retain most of RBC Bank (USA) customer-facing employees and sees opportunities to add new positions as it extends its full breadth of retail, corporate, mortgage and wealth management products and services into the acquired markets. PNC is not acquiring Royal Bank of Canada's other U.S. operations providing capital markets and wealth management services. PNC has agreed to acquire certain credit card assets of RBC Bank, (Georgia) National Association.
Bank of America Merrill Lynch acted as financial adviser to PNC and Wachtell, Lipton, Rosen & Katz was legal counsel. RBC Capital Markets and J.P. Morgan Chase & Co. represented Royal Bank of Canada as financial adviser and Sullivan & Cromwell LLP was legal counsel.