Computershare to Acquire BNY Mellon Shareowner Services

On  April 27, 2011 Computershare announced it will acquire BNY Mellon Shareowner  Services, subject to regulatory approval.    As frequent visitors to this site have read over the years, the number  of transfer agents operating in the U.S. today is shrinking steadily.   The magnitude of this latest reduction, however,  dwarfs all others.

According  to recent estimates, the six largest U.S. transfer agents have these market  shares:

Agent Number of
Registered Shareholders
Number of
Corporate Clients
BNY Mellon 31,000,000 2,100
Computershare 16,200,000 2,750
Wells Fargo 8,400,000 875
American Stock Transfer 3,500,000 2,800
Continental Stock Transfer 2,000,000 1,000
Registrar & Transfer 1,000,000 1,000
62,100,000 10,525

Within  these populations of data the combination of BNY Mellon and Computershare will  give the new company 47,200,000 out of 62,100,000 shareholders, or 76%, and  4,850 out of 10,525 clients, or 46%.   The  total number of registered shareholders in the entire U.S. is less than 70  million, which means Computershare/BNY Mellon will serve approximately two  thirds of the U.S. market in that regard; and, the total number of public companies  in the U.S. is around 14,000, so from that standpoint Computershare/BNY Mellon will serve  approximately one third of the market.    These are huge pieces of the  pie, and no agent operating in the U.S. has ever approached this kind of market  presence!

Surprising?   Not when one considers that Computershare is  already by far the largest stock transfer agent in the world, serving over 100  million shareholders and 10,000 corporate clients as #1 or #2 in markets like  Canada, the U.K. and Australia – besides the U.S.   And, adding BNY Mellon’s U.S. business will  make it 20 – 30% bigger even in global terms!

Frankly,  it was always Computershare’s goal to be the largest agent in the premier U.S.  market, ever since it got its first toe-hold here with the acquisition of  medium-sized Harris Bank’s business in 2000.    It took 11 years, watching Bank of New York merge with Mellon in 2007 to  leapfrog its own merger with Equiserve in 2005, and seeing American Stock  Transfer and Wells Fargo snag new business at a pace that appeared to exceed  Computershare’s – but, #1 in the U.S. has finally been accomplished, through  the largest stock transfer acquisition in history.

And  the cost?   $550 million, which we gather  will come from a fairly equal combination of Computershare borrowings and  available cash.   We have heard there is a  $30 million deal cancellation fee that Computershare would have to pay BNY  Mellon if regulatory approval is not granted (essentially for anti-trust  reasons); but, we consider that unlikely because the U.S. Department of Justice  and Federal Trade Commission tend to lump transfer agents among all shareholder record keepers in deals  like these, including stockbrokers, and there are dozens of these like Schwab  and E-Trade that take care of roughly 350 million additional, “beneficial”  shareholders in the U.S.

In  terms of relative cost, this deal is  somewhat expensive for Computershare at close to 2x BNY Mellon’s annual revenue,  we have heard, while past stock transfer business acquisitions have been closer  to 1x revenue.   However, to competitors  or analysts who might smirk at this expense, we ask “What other large, premium  books of business were left and available out there to buy?   How and where else could a major player like  Computershare become the dominant  service provider in the U.S. in one simple stroke?”   The answer is “Nowhere.”   So, we take our hats off to  Computershare.   This might be the largest  accretion of stock transfer business in the U.S. for years – possibly decades –  to come.   And, with upwards of $70  million in annual cost saving synergies we heard this transaction may yield in  the near term, Computershare could, despite the hefty price tag, wind up  laughing all the way to the bank.

If  there are potential casualties in all this they are corporate issuers and  registered shareholders, who will have one less major player to offer up  service, and competition.   Computershare will, of course, spin the deal  as a way for it to mitigate its costs through increased “scale,” which savings  it will allegedly pass back to clients; as a way for it to cherry-pick the best  people, systems and procedures from BNY Mellon, for the benefit of all future consumers  of its products; etc.   However, at the  end of the day we feel the significant loss of competition trumps any of these  “benefits.”

But, there may also be a silver lining here because,  as we all know, we occupy the largest, most innovative and competitive  marketplace in the world, and the remaining transfer agents – including  Broadridge, which is in its own nascent climb to significance within stock  transfer – will undoubtedly try to “outmaneuver” Computershare in terms of  service responsiveness, technological solutions and price; so, it will remain a  very interesting industry to watch as the future unfolds.   We trust you will watch it with us.