Bank of New York and JP Morgan swap businesses

Fed lifts ban on Citigroup's making acquisitions

Citigroup investor presentation

Citigroup and Legg Mason swap businesses

Bank of America to buy MBNA for $35 billion

Citigroup completes sale of Travelers to MetLife

Mitsubishi Tokyo - UFJ merger nears completion

Bank of America buys 9% of Chinese bank for $3B

JPMorgan Chase settles Enron for $2.2 billion

Citigroup settles Enron for $2 billion

Citigroup to buy Federated, May credit card accounts

JPMorgan Chase adopts "green" lending policies

FRB won't approve any "significant expansion" by Citigroup until its regulatory compliance is improved

Bank of America

Citigroup Inc

HSBC Holdings PLC

JPMorgan Chase and Co

SunTrust Banks Inc

Wachovia 

Wells Fargo & Co

Companies swap businesses

• BONY to acquire JPM's corporate trust businsess

• Sold for $2.8B, a premium of $2.15B
• Divesting retail business will enable BONY to focus on its leading position in corporate trust services

• JPM to get BONY's retail banking and
  regional middle-market businesses

• Sold for $3.1B, a premium of $2.3B
• JPM acquires 338 bank branches, expanding its leading retail presence in NYC metropolitan area

• Deal will close with a net payment of $150mm to BONY

• Plus a contingent payment of up to $50mm tied to customer retention

Advisors

• BoNY: Sullivan & Cromwell
• JPM: Wachtell

Announced 4.08.06

• BoNY press release
• BoNY Form 8-K
• JPM press release
• JPM Form 8-K

Agreements

• Purchase and assumption agreement

Companies swap businesses

• Deal valued at $3.7 billion
• Citigroup sells its asset management business
• In exchange for Legg Mason's broker-dealer business and
  $1.5 billion in Legg Mason common and preferred stock

Deal terms

Advisors

Announced 6.24.05

Closed 12.01.05

Agreements

Creates nation's second largest commercial bank

• One of the largest-ever US M&A deals

Deal terms

• Fixed exchange: 1.32 JPM share, per ONE share
• 58%:42% JPM:ONE ownership split
• 14% premium paid over ONE's prior close
• Direct statutory merger
  Bank One to merge directly into JP Morgan Chase
• 4% cash break-up fee;
  reciprocal stock option lock-up agreements
• New board: 8:8 split
• Target CEO (J. Dimon) to be President/COO;
  To become CEO on 2nd anniversary of closing;
  Succession written into by-laws
• HQ in New York; Retail HQ in Chicago
• Merger of equals?

• While styled a strategic business combination,
  other than payment of a premium to ONE's shareholders, deal has characteristics of a typical MOE
• 50%/50% board split
• CEO succession provisions
• Direct merger

Advisors

Announced 1.14.04

Closed 7.01.04

SEC_CODE_REF_0090001192884

Agreements

Proxy solicitation

Interim Communications

$47 billion stock acquisition

• Initial market reaction was that BAC had overpaid
• BAC stock declined 10% in response
• Background of the Merger

Deal terms

Advisors

Announced 10.27.03

Closed 4.01.04

Agreements

Proxy Solicitation

Fairness opinions

Interim Communications

Travelers / Citibank 1998

• Form 8-K
  Includes merger agreement
• One of the largest-ever US M&A deals

• Merger of Equals

• At the time, an unprecedented combination of insurance underwriting and commercial banking

• Simpson Thacher commentary

Bank of America / NationsBank 1998

• NationsBank proxy statement
  Includes merger agreement
• One of the largest-ever US M&A deals

Barnett Banks / NationsBank 1997

• Barnett proxy statement
  Includes merger agreement
• Lock-up stock options were used as deal protection

• Barnett granted a 19.9% option
• NationsBank granted a 10% option

Industries

• Financial Services