Sometimes the best offense is a good defense in the thinly populated and highly competitive world of big-time custody banking.
On Tuesday, Bank of New York Mellon Corp. announced a definitive agreement to buy the Global Investment Servicing Inc. business unit of PNC Financial Services Group Inc. for $2.31 billion.
The deal, some analysts said, is a defensive move to box out Northern Trust Corp. from becoming a top competitor in asset servicing.
During a conference call Tuesday, Robert P. Kelly, Bank of New York Mellon's chairman and chief executive officer, described Global Investment Servicing as "the last scale franchise in the United States for custody servicing." The business unit offers custody, fund accounting, transfer agency and outsourcing services for asset managers and financial advisers.
The business is "highly complementary," Kelly said, to his company's asset servicing and alternative investment management services and to its Pershing custody business.
In the past five years, Bank of New York Mellon has been wary about making large acquisitions, Kelly said. Though the company must raise about $800 million in capital to finance part of the transaction, forcing it to forgo dividends, the deal equips it for growth, he said.
"We are clearly hearing from shareholders that their first love is to continue to build the business," he said, "and we'd love to do that."
Nancy Bush at NAB Research LLC called the deal "clearly a defensive move." Other custody banks, specifically, Northern Trust, she said, "would like to have scale in fund accounting, and" Global Investment Servicing "was the only vehicle of any size left to them."
Kelly admitted that fund servicing has been a "bit of a weakness" for Bank of New York Mellon. The deal, which is expected to close in the third quarter, would solidify the New York company's position as the second-largest provider of fund accounting, administration and transfer agency services to fund managers globally. Bush said it continues to trail State Street Corp. by "many multiples."
Bank of New York Mellon paid an "overwhelming" price, she said, because "there clearly have been situations where [it] didn't have the product set and lost business because of it."
Bank of New York Mellon said the all-cash deal will be accretive in the first year. It would add $855 billion in assets under administration, including $460 billion under custody, and would double the number of funds serviced for accounting and administration.
Gerard Cassidy, an analyst at Royal Bank of Canada's RBC Capital Markets, said that Bank of New York Mellon "didn't pay a Filene's Basement price but they didn't pay a Nieman Marcus price either."
This is a better deal than State Street got in December, he said, when it bought a securities servicing business from Intesa Sanpaolo, a Milan banking company, for $1.87 billion in cash.
Cassidy said Bank of New York Mellon was being opportunistic, considering that PNC has been eager to sell Global Investment Servicing to help repay part of the $7.6 billion it received from the Treasury Department's Troubled Asset Relief Program.
"To me, this was not a defensive move by BNY Mellon," he said. "They have proven to be an opportunistic buyer of asset management and asset servicing businesses, similar to State Street and Northern Trust. These three companies are in the asset servicing business. They have proven that they like to complement organic growth with acquisitions. All three will continue to compete for deals."
Kelly said the deal would not preclude his company from considering other deals. It is interested in international expansion, he said, specifically in Europe.
"This is the largest deal we have done since 2005, so a deal like this is a relative rarity," he said. "We are being careful to make sure we maintain strong capital ratios and maintain our flexibility."
Based in Wilmington, Del., Global Investment Servicing has about 4,500 employees, with offices nationwide and across Europe.