Commercial bankers may not like the possibility that pooling-of-interest accounting for mergers will be eliminated, but the move could create a money-raising boomlet for securities firms.
Banks and other companies planning mergers would, under a proposed accounting change, be required to lay out more cash up front. That, in turn, would mean more loans, bond issues, and other financings, experts said.
Lewis W. Coleman, chief executive officer of Bank of America Corp.'s securities affiliate, NationsBanc Montgomery Securities LLC, said in an interview here that much of the additional financing business will go to securities firms aligned with banks. That is because these units can more easily line up the loan portion of any financing deal, he said.
"A lot of people haven't realized this," Mr. Coleman said, "but without pooling there will be a lot more need for acquisition financing." He was in London attending a NationsBanc Montgomery investment conference.
Pooling-of-interest accounting allows an acquirer to simply add together the book value of the two companies' assets and liabilities, without charging any premium to future earnings. Under pooling, any premium paid is deducted directly from equity and does not affect the bottom line.
In purchase accounting, the alternative method, an acquirer must write off the premium, or goodwill, over a period that could be as long as 40 years, though usually about 25. The writedown of that goodwill creates a constant drag on earnings in each of those years.
"The actual economics are not really different with a pooling, but the numbers look better," said Diane L. Merdian, Montgomery's head of finance research. She is convinced that poolings-which have become a popular way to account for mergers in the United States-will cease to be an option within the next two years.
U.S. regulators are expected to eliminate the pooling method, because they want U.S. accounting to be more in line with foreign accounting methods, especially in light of the trend toward international mergers. Another reason is that in pooling, in stock-for-stock deals, shareholders of the acquired bank continued to be exposed to the company's risk. But because many companies begin buying back their stock shortly after a merger, U.S. regulators argued, former shareholders no longer shoulder any of the risk.
Analysts are predicting that elimination of pooling will reduce the number of mergers. "I don't know if Norwest would have been as willing to acquire Wells if they had had to carry $1 billion in goodwill on their books for the next 25 years," Ms. Merdian said in an interview.
Mr. Coleman, in his interview, acknowledged that the total number of mergers and acquisitions may decline, but he said the acquirers' financing needs will rise.
Robert Willens, a managing director and tax and accounting analyst at Lehman Brothers in New York, also expects companies to raise more money as a result of the expected accounting change.
"After a company does a deal using stock to make an acquisition, it will buy back that stock with cash," he said in a phone interview yesterday. The deal would be done in stock to avoid the heavy taxes that would be due if the acquirer made an outright cash purchase, Mr. Willens said. But acquirers are likely to buy back that stock soon after the acquisition, to reduce per-share earnings dilution. The buyback usually would require banks and other companies to raise money in the capital markets, he said.
Another view og the effects of the expected accounting change was offered this week by H. Rodgin Cohen, the powerful Sullivan & Cromwell attorney, who said the move "could encourage hostile takeovers." He said many target banks have been able to avoid hostile takeovers by preventing pooling. This has been accomplished in a number of ways, he said, including announced dispositions, new compensation plans, or stock issuances.
