United States Bank Mergers & Acquisitions (SunTrust Banks)

Photograph by Michael Gluzman. 

Photo: A blimp branded with SunTrust advertisement seen flying high above Atlanta. Special thanks to Michael Gluzman for granting me the permission to use his image.

SunTrust Banks was formed in 1985 when the Trust Co. of Georgia and Florida’s SunBanks merged – the former traces its origins to 1891 when the Commercial Travelers Savings Bank was founded in Atlanta by businessman Joel Hurt. Two years later, Mr. Hurt and another member of the board Ernest Woodruff spurred the re-organization of the bank into the Trust Co. of Georgia to better reflect its main business lines: trust and investment banking. This name would pretty much remain in use for the next 100 years. Though locally, the financial institution was often known simply as “the Trust Company”.

Mr. Woodruff would rise to the president of the Trust Company in 1904, and under his leadership the Trust Company brokered the consolidations of numerous companies and industries, establishing its position as a prominent player in the merchant banking and investment banking business in Atlanta.

Then in 1919, Mr. Woodruff made one of the shrewdest and most storied moves in corporate America’s history when he led a consortium to purchase The Coca-Cola Company from formula patent holder Asa G. Candler for USD $25-million. Later in that same year, the Trust Company underwrote the partial flotation of The Coca-Cola Co. In return, the Trust Company received USD $110,000 (in 1919 dollars) worth of Coca-Cola shares that it held for decades. That transaction cemented the close ties between the two Atlanta institutions for the decades to come. Until 2011, the only hand-written formula recipe of the carbonated brown syrup the world has known and tasted for over 100 years was stored in a secured vault in SunTrust Banks’ head office in Atlanta. In that year, the recipe was transferred to a vault in the World of Coca-Cola, which (the vault, not the recipe) is now on public display. The Trust Co. of Georgia (and later SunTrust) also held a stake in the Coca-Cola Co. until 2012.

The 1920s was an interesting decade for the predecessor banks that became SunTrust. Back in the early years of the Trust Company, a certain Colonel Robert James Lowry had been its president, but he left in 1895 to tend to his own bank Lowry Bank. In 1907, Lowry National Bank, by then having obtained a national charter, acquired the commercial banking operations of the Trust Company, rendering the latter once again as a pure trust company. In exchange, the Trust Company received 2,000 shares of Lowry National Bank. Then in 1923, the Trust Company combined with Lowry National and gave up the latter’s national charter, and the new entity adopted the name Lowry Bank & Trust Co. of Georgia and became a state-chartered bank again.

Just one year later, a complex three-way reorganization was carried out involving Lowry Bank & Trust and Georgia’s oldest nationally-chartered bank, Atlanta National Bank: the trust business of Lowry was once again spun off and resumed the old name the Trust Co. of Georgia, while Lowry merged with Atlanta National to become Atlanta & Lowry National Bank. Initially, the shareholders of Atlanta & Lowry National also fully controlled the Trust Co. of Georgia, so both financial institutions were still closely linked. This changed in 1933 when the federal Banking Act (part of which was the so-called Glass-Steagall Act) required deposit-taking banks be separated from securities dealers, and the Trust Co. of Georgia became fully independent from the First National Bank of Atlanta, the successor bank of Atlanta & Lowry National following another merger in 1929.

During the Great Depressions of the 1930s, the Trust Company gained majority ownership of five Georgian banks outside of Atlanta – in Augusta, Columbus, Macon, Rome and Savannah. Between the 1950s and 1970s, however, a change in policy ideology led to the passing of banking regulation that witnessed Georgia having one of the most stringent “statewide banking” restrictions in the U.S. Essentially, to protect small local banks, banks based in a city or county were no longer permitted to acquire banks outside of their home turfs – in other words – banks could not cross city or county borders. This severely "boxed" Georgia's banks into their home markets until 1970. In 1971, the name Trust Company Bank and TCG Bank were adopted and when statewide banking became legal, it promptly expanded into other markets in the state.

Outside of the home state, federal legislation known as the McFadden Act (1927) and Bank Holding Company Act (1956) gave each individual state the power to prohibit “inter-state banking”, so that banks in one state could not cross the state line and operate in another state, unless the home state of the acquired bank allowed such acquisitions. The inter-state banking ban only began to be relaxed in the late 1970s, beginning in state of Maine, and very slowly spreading to other states throughout the 1980s.

In some cases, the relaxation of inter-state banking began with regional reciprocal inter-state banking agreements. In 1985, Georgia and Florida passed reciprocal interstate banking agreements allowing the banks from either state to enter each other’s jurisdiction. The relaxation started a frenzy of cross-state-line consolidations across the Southeast as banks sought to expand into neighbouring markets as well as to build up their own scale to avoid being swallowed up. In July 1985, the Trust Co. of Georgia and Orlando-based SunBanks, Inc. merged and became the first inter-state banking merger under the reciprocal agreement in the Southeast. The new parent company took the name SunTrust Banks, Inc. but the two banks remained separate legal entities for years, as full operational integration across state lines was still illegal. The newly created SunTrust banks had USD $16.3-billion of assets. Soon after, other smaller acquisitions were made.

In 1986, SunTrust entered the Tennessee for the first time by acquiring the Third National Corp. of Nashville for USD $734-million. SunTrust added Third National’s 12 banks and 134 offices in the state to its 44 banks and 480 offices in Georgia and Florida. Also in 1986, SunTrust Securities was established to expand the bank’s product line.

Following years of operating under a decentralized manner and a mishmash of separate legal subsidiaries, SunBanks in Florida, Trust Co. of Georgia and Third National in Tennessee were unified as SunTrust beginning in 1995, when nationwide banking finally became legal in most states in America.

Recent transactions:

• In 1998, SunTrust made a major move northward when it spent USD $8.6-billion to acquire Richmond-based (Virginia) Crestar Financial Corp. The purchase made SunTrust the 10^th largest bank in the country. Crestar’s 396 branches in Virginia, Maryland and the District of Columbia would join SunTrust’s 697-office network in Florida, Georgia, Tennessee and Alabama.
• Also in 1998, SunTrust spent USD $150-million to acquire Tennessee’s Securities Co., a provider of equities underwriting services.
• In 2001, SunTrust purchased the Florida network of Huntington Bancshares Inc. for USD $705-million. Already a major player in the state, the purchase bolstered SunTrust to the No. 3 bank in Florida with 59 additional branches.
• Also in 2001, SunTrust made a bold move by launching a USD $14.7-billion hostile bid for North Carolina-based Wachovia Corp. SunTrust’s offer was about $1 billion higher than the one that Wachovia had accepted from First Union Corp. However, Wachovia’s shareholders eventually opted to merge with First Union instead of with SunTrust.
• Also in 2001, SunTrust acquired institutional capital markets business Robinson-Humphrey Company from Citigroup subsidiary Salomon Smith Barney to form SunTrust Robinson Humphrey.
• In 2004, SunTrust further cemented its position in the Southeast when it took over Memphis-based National Commerce Financial Corp. for USD $6.98-billion. National Commerce Financial operated primarily as the National Bank of Commerce and Central Carolina Bank with over 460 offices in Tennessee, North and South Carolina, Mississippi, Arkansas, Georgia, Virginia, West Virginia and Alabama. The purchase made SunTrust the No. 7 bank in the U.S. and the third largest in the Southeast with just over 1,690 branches and over 2,700 ATMs.
• In 2012, partly due to more stringent federal capital requirements, SunTrust sold its remaining 59 million of the 60 million shares of The Coca-Cola Co. that it first obtained in 1919 when its predecessor Trust Co. of Georgia underwrote the carbonated drink maker’s the initial public offering. The remaining 1 million shares were donated to the SunTrust Foundation.
• In 2019, Charlotte-based (North Carolina) BB&T Corp. agreed to acquire SunTrust Banks, Inc. for USD $28.24-billion in stock. Announced as a “merger of equals”, the former BB&T shareholders would control 57% of the new bank, with SunTrust holders owning the rest, with a combined market capitalization of about USD $66-billion. The new bank would be known as Truist Financial (pronounced “True-ist”), the unusual choice of which was mocked by many after the announcement. Truist would become the No. 6 bank in the U.S. and be based in Charlotte. SunTrust had about 1,300 branches and BB&T about 1,800 branches. As 740 branches of the two banks are within two miles of each other, many of them might be consolidated within a few years.

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