Bank of Boston Corp. is spinning off its mortgage company to free the unit to prowl for acquisitions.
The unusual move comes as mortgage banks scramble to bulk up and achieve economies of scale as a buffer against narrow profit margins.
The new company, which has yet to be named, will be 45% owned by Bank of Boston, with the balance held by two venture capital firms.
The company is aiming to join the exclusive club of mortgage bankers with servicing portfolios of more than $100 billion. And it intends to do so quickly.
It will have a long way to go. BancBoston Mortgage had $39.2 billion of servicing and originated $1.3 billion of loans as of March 31.
The company's new structure will allow it to expand, said Joe K. Pickett, chairman and chief executive of BancBoston Mortgage. He will hold those positions with the new company.
The change of ownership will "give us the opportunity to raise additional capital to grow the way we want to," Mr. Pickett said. "This will allow us to achieve a ranking among the top mortgage companies today."
Mr. Pickett said the company is already talking with a number of mortgage originations and servicing businesses about possible acquisitions and partnerships. He declined to elaborate or identify them.
But he did say that the bigger the company gets, the better able it will be to do business. Mortgage banking "is changing into a commodity business," Mr. Pickett said. "Scale is going to be very important going forward. We'll make a little bit on a lot of different loans."
Industry observers could not recall another venture like the one planned for BancBoston Mortgage, but they said current trying times warrant innovative actions. With the industry dominated by servicing titans like the combined Chemical and Chase, Countrywide Credit Industries, and Norwest Mortgage Inc., BancBoston must take aggressive steps to avoid being gobbled up or pushed aside, said Todd Vencil, an analyst at SNL Securities, Charlottesville, Va.
BancBoston Mortgage's approach "makes a lot of sense," Mr. Vencil said. "What they want to do takes a lot of money."
Bank of Boston is giving up control of the operation, but is also shedding the risks required to drive the mortgage company to its goals, Mr. Vencil added.
Under the agreement, Bank of Boston will give up 55% of the company in exchange for $146 million in cash and an agreement to use the new company as the servicer of loans that Bank of Boston people will now originate.
The payment to Bank of Boston will come from borrowings by BancBoston Mortgage and $100 million put up by the equity partners. Thomas H. Lee Co., a venture capital firm that helped BancBoston Mortgage in its effort to acquire part of Prudential Insurance Co.'s residential mortgage business, will kick in $75 million, and Madison Dearborn Partners will put up $25 million.
The company will have the capacity to raise additional capital by borrowing or other means to fuel expansion, Mr. Pickett said.
One analyst said the new company would have its work cut out. The servicing that BancBoston Mortgage covets "is a tremendously tricky business," said Andrew Jeffrey, an analyst at Rodman & Renshaw, San Francisco.