New leeway the IRS has granted to banks seeking to write-off losses likely inspired the nearly $13 billion premium Wells Fargo & Co. agreed to pay for Wachovia Corp. above Citigroup Inc.'s previous offer.
Analysts said the change made by the IRS this week could spur further consolidation within the debilitated banking industry.
On Tuesday, the Internal Revenue Service issued guidance boosting banks' ability to offset the losses from loans and other bad debts held by other banks they acquire. The guidance allows banks to take larger tax write-offs against future profits.
"It was an element that gave us clarity on an area of uncertainty," said Wells Chairman Dick Kovacevich of the IRS rule.
Wachovia's surprise announcement Friday that it had agreed to be acquired by Wells Fargo in a $14.8 billion all-stock deal stunned the financial markets and federal regulators who had brokered the previous $2.1 billion agreement with Citigroup -- which included government assistance.
That deal was announced Monday by the banks and the Federal Deposit Insurance Corp., which agreed to absorb potential losses above a certain level from Wachovia's loan portfolio.
Citigroup, which demanded that Wachovia call off its deal with Wells Fargo, said its agreement with Wachovia provides that the bank will not enter into any transaction with any party other than Citi or negotiate with anyone else. Barring legal action, the future of Wachovia will be determined by the bank's shareholders and regulators, which both have to approve a final deal.
Before the IRS ruling this week, there were limits on the amount of certain losses that an acquiring bank could write off against post-combination profits. Now those limits have been suspended, said Jeff Harte, an analyst at Sandler O'Neill.
With banks suffering billions in losses from soured mortgage-related assets, the IRS move "potentially increases buyers' ability to realize tax benefits from bank acquisitions," Harte wrote in a note issued Friday. The change "could spur significant bank industry consolidation," he said.
"We suspect that the new IRS guidance allowed Wells Fargo to place a higher bid for Wachovia today than it might have been willing to a few days ago," Harte said.
With its purchase of Golden West Financial at the height of the housing boom, Wachovia inherited a deteriorating $122 billion portfolio of Pick-A-Payment loans, Golden West's specialty, which let borrowers skip their monthly interest payments for extended periods. Under its deal with Wachovia, Citigroup had agreed to absorb as much as $42 billion in losses from Wachovia's $312 billion loan portfolio. The FDIC agreed to cover losses above that level.
Treasury Department spokeswoman Courtney Forsell said the new tax write-off leeway had been under consideration for several weeks. "This guidance was not issued in consideration of any particular transaction," she said.
The original IRS rule was intended to restrain companies from transferring massive losses to profitable companies buying them that could write off the losses. Banks in the guidance issued Tuesday were given an exemption for losses on loans or bad debts.
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