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Banks as Issuers of Equity

The private placement market appears not to be an important source of equity capital for U.S. banks. Table 17 lists the private equity issues of U.S. banks during 1990-91 that appear in the IDD Information Services data base. 160  U.S. banks issued about $2 billion of equity in the private placement market during 1990-91, but $1.25 billion was in a single placement of convertible preferred stock by Citibank with a foreign investor.  Only twelve individual issues appear on the list, and several of the issuers are relatively well known and presumably could issue in the public markets without great difficulty. During this period the number and total volume of issues by foreign banks was also not large (table 18). 161

The legal separation of banking and commerce in the United States may be one reason banks do not issue much private equity. The Bank Holding Company Act of 1956, the amendments of 1970 to that act, and Federal Reserve Board rulings prevent nonbank corporations from owning or controlling banks or bank holding companies. Acquisition of more than 5 percent of the voting stock of a bank or bank holding company requires Federal Reserve Board approval. As appendix B notes, most private equity is purchased by institutional investors, especially pension funds, which tend to take large blocks of individual offerings.  When a purchase would amount to more than 5 percent of a bank's total capital, costs of obtaining regulatory approval would reduce the issue's attractiveness for purchasers.

In general, the private equity market appears to serve, directly or indirectly, mainly those start-up or other high-risk issuers that promise high returns. Such returns compensate investors for the illiquidity and monitoring costs associated with private equity. As a mature and highly regulated industry, banking may be unattractive to such investors.

17.  Private placements of equity by U.S. banks, 1990-91

Issuer Amount
(millions of
Citicorp1 1,250.0 3/91
Team Bank 200.0 1/91
Manufacturers Hanover Trust1 200.0 5/91
Bank of New England 150.0 10/90
LaSalle National 60.0 1/90
AmeriTrust 60.0 3/90
NCNB Texas National Bank 56.0 1/90
South Trust 16.3 12/91
Larimar Bancorporation 16.5 5/91
North Fork Bancorporation 11.1 6/91
First Commercial Bancorp 11.0 2/91
Banc Plus 20.0 10/91
Total 2,050.9
  1. The Citicorp and Manufacturers Hanover issues were of convertible preferred stock and were Rule 144A issues.  Details of the other issues are not known.

Source.  IDD Information Services.

18.  Private placements of equity by foreign banks, 1990-91

Issuer Amount
(millions of
Date Rule 144A
Indosuez Holdings 150.0 91 Yes
Grupo Financiero Bancomer 121.0 11/91 ...
Toronto Dominion Bank 64.8 3/91 ...
Banque National de Paris 52.5 3/90 ...
NMB Postbanken 48.0 1/90 ...
Barclays 50.0 4/90 ...
Banco Hispano Americao 20.0 7/90 ...
Espirito Santo Financial Holding 15.7 7/90 Yes
Credito Italiano 9.1 91 Yes
Banco Exterior International .8 2/90 ...
Thai Farmers Bank .7 91 Yes
Total 532.6

Source.  IDD Information Services.

  1. No issues of equity by savings and loans appear in the data base for this period.

  2. The tables are surely an incomplete representation of banks' issuance. The method by which IDD collects information (voluntary reporting by agents) favors the reporting of larger transactions assisted by relatively high volume agents. Many small transactions likely are missed.

Banks as Issuers of Debt