BB&T Receives Federal Reserve Approval to Acquire National Penn Bancshares

Sullivan & Cromwell LLP - December 24, 2015

BB&T Corporation today received Federal Reserve Board approval to acquire National Penn Bancshares.  The approval order is notable in two respects.

First, the application was approved only 85 days after the notice was published in the Federal Register.  This illustrates, among other things, the impact of protests on timing of Federal Reserve Board action.  The BB&T application was not protested.

Second, there has been substantial recent focus by the bank regulators and the Department of Justice on the distribution of bank branches and loans with respect to minority communities.  The Federal Reserve approval order noted the significant efforts of Branch Banking and Trust Company (BB&T’s bank subsidiary) to deal with these issues.  After developing a strategic plan accepted by the FDIC in connection with a previous acquisition transaction approved by the FDIC in 2014, Branch Banking & Trust took the following actions during 2015:

  • Opened “branches in certain moderate-income and majority African American census tracts and made enhanced investments in mortgage and small business advertising in minority communities.”
  • In the process of adding “two additional branches in Baltimore and identified locations for the establishment of new branches in LMI and minority areas in Miami, Austin, Dallas, and Houston.”
  • “[I]ncreased its marketing efforts in African American and Hispanic census tracts in the Atlanta, Baltimore, Dallas, and Houston markets."
  • “[E]nhance[d] its community outreach to minority-owned businesses within its Atlanta, Baltimore, Dallas, and Houston markets.”

Although these actions arose in a particular context, we believe that the BB&T order and its focus on these actions may provide guidance for other banking organizations contemplating bank acquisitions.