If rumors in the financial press are correct today, Bank of America (NYSE: BAC) could announce a deal to buy Countrywide Financial (NYSE: CFC) for about $4 billion as early as today (UPDATE: Rumors of the deal have been confirmed). According to news reports, the boards of directors have been in talks for about a month. Countrywide's market value dropped from $27 billion a year ago to about $4.5 billion as of yesterday on rumors that Countrywide was close to bankruptcy.
Bloomberg reports that Bank of America was looking at a potential loss of $1.3 billion from its stake in Countrywide and instead decided to buy Countrywide at fire sale prices. Bank of America gave Countrywide a $2 billion cash infusion about five months ago in exchange for preferred stock with a yield of 7.25% that was convertible to common shares at $18. With Countrywide's stock closing at $7.75 yesterday and rumors of bankruptcy, Bank of America's cash infusion was looking like a really bad deal. Eric Schopf, fund manager at Hardesty Capital Management, told Bloomberg, "I hope Bank of America isn't throwing good money after bad. They struck a deal that wasn't very attractive. Hopefully they can get it right the second time around."
What does this deal do for Bank of America? The bank gets control over the largest mortgage lender with a lucrative loan servicing business with $1.4 trillion worth of mortgage loans -- the largest loan servicing portfolio as well -- for just about $4 billion in stock. Not bad when you remember that BOA paid $48 billion for FleetBoston Financial in 2004 and $35 billion for MBNA in 2006. In addition, BOA gets instant access to Countrywide's top-notch infrastructure and technology.
These pluses seem to outweigh the potential losses BOA will have to absorb in bad mortgage loans that could mean significant write-downs of assets. Sean Egan of Egan-Jones Rating Co., told Bloomberg that a 5% write down of Countrywide's mortgage portfolio could translate to $10 billion in losses or half the bank's $21 billion profit in 2006. Analyst Richard Bove, who has a buy rating on Bank of America, told Bloomberg that regulators may absorb some of the losses because Countrywide's bank is covered by FDIC insurance, and if Countrywide went bankrupt, FDIC's obligations would be much higher.
For helping to bail out Countrywide, BOA may even be able to get relief from the 10% federal cap on the amount of deposits that a bank can hold after a merger or acquisition, George Kaufman, a Loyola University finance professor told Bloomberg. That's critical to the deal, because BOA's share of U.S. deposits is 9.88%, according to Federal Reserve estimates, and Countrywide's bank deposits could send BOA over the top.
All in all, even with the potential mortgage portfolio losses from bad loans, this deal looks like a good one for BOA. It jumps from almost no presence in the mortgage market to a leader overnight. It gives BOA access to top infrastructure and technology. In addition, BOA gets a booming loan servicing business with continuing cash flow servicing $1.4 trillion in mortgage loans and the names of all the people holding those mortgages. Think about how much new business BOA may be able to generate promoting its other products as it sends out those monthly bills.
Lita Epstein has written more than 20 books including "Trading for Dummies" and "Reading Financial Reports for Dummies."










