BB&T Back in Merger Hunt With $128M Georgia Deal

BB&T Corp., one of the nation's most acquisitive banking companies, said Tuesday that it is back in the deal game after a self-imposed 90-day moratorium on acquisitions, with a $128 million agreement to buy Community First Banking Co. of Carrollton, Ga.

The stock-swap transaction is actually the Winston-Salem, N.C., company's first deal in five months, so BB&T took a longer break than promised.

It was the second recent breather for BB&T. In 2000 after announcing a $6.6 billion deal for One Valley Bancorp in Charleston, W.Va., it announced a six-month hiatus and almost kept its promise, announcing its next deal after about five and a half months.

The deal for the Georgia community bank is part of BB&T's effort to expand operations in the Atlanta market.

"We look at acquisitions on a continual basis," said Burney Warren, executive vice president of mergers and acquisitions at BB&T. "We are going to continue to look in our footprint."

Analysts said that BB&T is back on track to aggressively pursue transactions in the Southeast. It has done more than 45 bank deals in the past decade. Gobbling up community banks, BB&T moved from a $5 billion-asset company to a $64 billion institution.

It announced plans to buy two Virginia banking companies in January - F&M National Corp. and Virginia Capital Bancshares - and BB&T officials said they would take a break from dealmaking. At the time, the company had announced 14 deals since early 1999.

With Tuesday's deal for $548 million-asset Community First, BB&T is "back on the hunt" to buy companies with $250 million to $10 billion of assets - its stated size preference - said Marni Pont O'Doherty, an analyst at Keefe, Bruyette & Woods Inc. "This is not a surprise."

Ms. O'Doherty estimated that 32 banks or thrifts in BB&T's region - spanning Georgia, Maryland, North Carolina, South Carolina, Virginia, and the District of Columbia - meet its acquisition criteria. "BB&T is a very acquisitive company," she said.

But community bankers in the Southeast are not necessarily running for the hills. "I'm not sure that it's good or bad" for community banks, "it's just one of those evolutions that happens," said Julian Hester, chief executive officer of the Community Bankers Association of Georgia, who has 46 years of banking experience in the state. But he added, "It appears as soon as someone like BB&T buys a bank, someone tries to replace it with a de novo."

Meanwhile, Lawrence M. Kimbrough, president and CEO of First Charter Corp., a community bank in Charlotte, N.C., commended BB&T's strategy but said it came as no big surprise. "Well, there was that famous six-month moratorium," he said, "and all I have to say is that it was just a matter of time" before they began buying again. He quickly added that his company is not for sale.

BB&T's acquisition of Community First would add nine branches in western Georgia. Through its banking subsidiary Community First Bank, it also operates a consumer finance company, an insurance agency, and a full-service brokerage.

"Community First Banking Co. is a highly successful community bank with an operating philosophy and core values similar to ours," BB&T chairman and chief executive officer John Allison said in a statement. "This acquisition will extend our Georgia franchise into some very attractive markets in metro Atlanta and western Georgia."

The deal is valued at $35.69 per Community First share based on BB&T's closing price Monday of $36.42. The exchange ratio will be fixed at 0.98 of a BB&T share for each Community First share. The deal is expected to close in the fourth quarter.

Mr. Warren said BB&T expects to make five acquisitions per year. Another Georgia deal would probably bump the company into the top five in market share, he added.

Jason Goldberg, an analyst at Lehman Brothers Holdings Inc., called the deal "a tad pricey" at three times book value.

The deal is part of a larger picture as BB&T begins focusing on the Atlanta area, Mr. Goldberg said. "They have always been an opportunistic company," he said. "They are going to continue on their strategy. They took a breather. They will continue to acquire in metro Atlanta."

The company prefers smaller banks because they are easier to integrate and tend to offer more cost-saving opportunities than larger banks, Ms. O'Doherty said. BB&T has a goal of being in the top five of market share in each of its markets.

Meanwhile, BB&T's aggressive pursuit of deals is a challenge for analysts who follow the company. During earnings season, the company separates its recent acquisitions from the total numbers. "They try to meet the investor community half way," Ms. O'Doherty said. "There is a complexity level to analyzing them. There is a constant scrambling of the egg."

Ben Jackson and Laura Thompson contributed to this article.

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