DealBook Briefing: The Biggest Bank Merger Since the Financial Crisis

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The banks said this morning that they would unite in an all-stock deal that values the combined lender at $66 billion. If completed, it would be the biggest bank merger since the 2008 financial crisis, and it comes after years of speculation that lenders needed to combine to cut costs and gain scale.

A new banking giant: The combined lender would be the sixth-biggest in the U.S., measured by assets and deposits. The two banks currently hold $442 billion in assets and $324 billion in deposits.

The terms: BB&T would pay 1.295 of its shares, worth $62.85 as of yesterday’s closing price, for each SunTrust share. (That’s a 7 percent premium to SunTrust’s closing price.) BB&T would own 57 percent of the combined firm.

The new leadership team: Kelly King, BB&T’s chairman and C.E.O., would become executive chairman of the combined firm. William Rogers, his counterpart at SunTrust, would become C.E.O.

The rationale: Analysts have said that regional lenders need to merge if they are to fend off bigger national rivals and insurgent online competitors. “It’s an extraordinarily attractive financial proposition that provides the scale needed to compete and win in the rapidly evolving world of financial services,” Mr. King said in a statement.

German antitrust authorities will prohibit Facebook from combining user data from different sources without consent, the BBC reports.

Facebook won’t be able to collate user data “outside of the Facebook website in the internet or on smartphone apps and assign these data to the user’s Facebook account” unless users give their voluntary consent.

That will include Facebook-owned services like WhatsApp and Instagram. While the ruling applies only to the company’s operations in Germany, it could influence other regulators. That could make the social network’s plans to integrate all of its messaging services more difficult.

Facebook plans to appeal. If it fails, it would be given four months to comply with the new restrictions.

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CreditDoug Mills/Agence France-Presse — Getty Images

During his State of the Union address, President Trump called on Congress to help him make “investments in the cutting-edge industries of the future.” He devoted only a couple of lines to the issue in the 82-minute speech, but the WSJ reports that he appears to be serious.

• Unidentified sources told the newspaper that “the president is preparing to issue a series of executive orders soon aimed at boosting the U.S. strength in advanced technology.”

• “Those could include more ways of leveraging the sprawling federal government’s resources to advance artificial intelligence, these people say. The U.S. also is looking to encourage new corporate competitors into the 5G race.”

• “On 5G, U.S. officials are focused on ensuring a secure supply chain. The fear is that if Chinese firms such as Huawei Technologies Co. come to dominate equipment manufacturing, that could leave the West with no competitive suppliers.”

• “For A.I., administration officials have explored making more use of the technology inside the government, turning Washington into a kind of incubator.”

America’s global trade deficit fell in November for the first time in five months, according to Commerce Department figures released yesterday.

On the surface, that looks like good news for President Trump. He thinks of the imbalance in trade with other nations as a sign that the U.S. is being taken advantage of. That the deficit fell to $49.3 billion in November from $55.7 billion in October suggests it’s becoming less of an issue.

But it’s not all positive. “The data show that despite tariffs on Chinese goods, U.S. consumers and companies keep buying items from the country, importing 7 percent more merchandise in the first 11 months of 2018 than the same period in 2017,” Katia Dmitrieva and Shawn Donnan of Bloomberg write.

Prime Minister Theresa May of Britain looks set for a tough day. She’s in Brussels for a series of talks meant to get her Brexit plans back on course — but will be greeted by some stony faces.

Mrs. May wants to reopen the Brexit deal she struck with the E.U. She seeks “changes in the Irish backstop, designed to avoid customs checks on the border between Ireland and Northern Ireland,” Stephen Castle of the NYT writes, after Parliament rejected a previous version largely because of concerns over the border.

But the E.U. doesn’t plan to play ball. The European Commission’s president, Jean-Claude Juncker, has said that it “cannot reopen the discussion on the backstop,” adding that Mrs. May “knows that the Commission is not prepared to reopen the issue.” (The president of the European Council, Donald Tusk, didn’t help matters when he wondered aloud “what that special place in hell looks like, for those who promoted #Brexit, without even a sketch of a plan how to carry it out safely.”)

So now what? “Officials in Brussels say they expect Thursday’s discussions to be polite, if not particularly productive,” Mr. Castle writes.

President Trump officially nominated David Malpass, a top Treasury official and Wall Street veteran, to be the next president of the World Bank.

Mr. Malpass is a contentious choice. “His appointment, which must be approved by the World Bank’s board, could prove controversial given Mr. Malpass’s skepticism of the bank and concerns that the Trump administration could politicize the role and use it to curb China’s growing global influence around the world,” write Alan Rappeport and Binyamin Appelbaum of the NYT.

But he’s keen to reassure people that he’s up to the job. “I care deeply about the mission and about breaking out of poverty and achieving growth, and I am sure the World Bank can succeed,” Mr. Malpass said yesterday. “As I look at it, I’ve been a constructive force for development and for developing countries. I think the bank is well positioned to be a positive contributor to that.”

Not everyone will be convinced. “David Malpass will have a lot of work to do to convince other shareholders that he is prepared to move beyond his past statements and track record when it comes to the World Bank’s agenda,” Scott Morris, a senior fellow at the Center for Global Development in Washington, told the FT. “The rest of the world holds 84 percent of the voting power at the World Bank. It’s fully within their ability to block an unsuitable nominee.”

The delivery service said yesterday that it would change a controversial tip payout policy.

What happened: Previously, the company counted tips for delivery people toward guaranteed minimum payments offered to workers, drawing complaints that they were being shortchanged wages. Instacart’s C.E.O., Apoorva Mehta, said that he had now reversed the policy: “It’s our responsibility to change course quickly when we realize we’re on the wrong path and we believe today’s changes are a step in the right direction.”

Why it matters: Gig economy workers are largely contract workers, exempting them from many labor protections. But Kevin Roose of the NYT writes that Instacart’s about-face shows that they can still find ways to put pressure on their companies: “By organizing en masse and expressing vocal opposition to exploitative policies, they have managed to wring some concessions out of the billion-dollar corporations whose labor they provide.”

But the problem may run deeper: Shirin Ghaffary of Recode writes that “many workers in the new on-demand app economy are not being paid a consistent living wage.”

Howard SchultzCreditTed S. Warren/Associated Press

Income inequality around the world is under fire. Howard Schultz’s potential presidential run, financed by his Starbucks billions, has been criticized by Democrats. Lawmakers are campaigning for higher taxes on the wealthy.

At this moment, Farhad Manjoo asks in his latest NYT opinion column whether billionaires should even exist:

• “Banishing billionaires — seeking to cut their economic power, working to reduce their political power and attempting to question their social status — is a pithy, perfectly encapsulated vision for surviving the digital future.”

• “It could mean preventing people from keeping more than a billion in booty, but more likely it would mean higher marginal taxes on income, wealth and estates for billionaires and people on the way to becoming billionaires.”

• “Artificial intelligence is creating prosperous new industries that don’t employ very many workers; left unchecked, technology is creating a world where a few billionaires control an unprecedented share of global wealth.”

• Mr. Manjoo concedes that some billionaires use their wealth for good. The moral philosopher Peter Singer has pointed to Bill Gates and Warren Buffett, who have pledged to give away the bulk of their money to charity.

• But Mr. Manjoo concludes, “If we tolerate the supposedly ‘good’ billionaires in politics, we inevitably leave open the door for the bad ones. And the bad ones will overrun us.”

The metals company Arconic named its chairman, John Plant, as its new C.E.O., replacing Chip Blankenship.

Bob Diamond stepped down as chairman of the investment firm Atlas Mara.

Andrew Thorburn will resign as National Australia Bank’s C.E.O. following a government report critical of the country’s banking industry. Ken Henry will step down as N.A.B.’s chairman as well.

Sonos’s C.F.O., Michael Giannetto, plans to retire from the speaker maker this year.

The insurer Oscar Health has hired Sid Sankaran, who was most recently A.I.G.’s chief financial officer, as its C.F.O.

Caryn Marooney, Facebook’s top P.R. executive, plans to retire after eight years at the company.

CBS named Bill Owens, a veteran of “60 Minutes,” as its new executive producer.

Deals

• SoftBank has spent half of its Vision Fund, prompting questions about how and when it will raise more money. Separately, the Vision Fund has sold off its entire $3.6 billion stake in the chipmaker Nvidia. (WSJ, CNBC)

• The missteps that may have cost Alstom and Siemens their rail merger include calling the proposed combined company a “European champion,” which raised regulators’ antitrust fears. (FT)

• A regulatory filing by G.M. hints that the carmaker may spin off its Cruise autonomous driving unit. (Reuters)

• Yelp hired the investment bank Evercore to help defend it against the activist investor SQN, which is pushing for a sale of the company. (CNBC)

Politics and policy

• Senator Richard M. Burr, the head of the Senate Intelligence Committee, warned U.S. companies that using Chinese telecom equipment in their 5G networks could pose a national security risk. (NYT)

• Speaker Nancy Pelosi said she would endorse a bipartisan plan on border security. (NYT)

• Congressional Democrats will press T-Mobile on its executives’ stays at Mr. Trump’s Washington hotel after the company began seeking approval for its proposed takeover of Sprint. (WaPo)

• A fourth member of Robert Mueller’s team has stepped down, suggesting that the special counsel’s investigation may be nearly complete. (CNN)

Tech

• How Facebook has overcome China’s internet blocks to make ad dollars in the country. (NYT)

• Spotify’s latest acquisitions show that the company is no longer just about music. (NYT)

• Video game stocks are getting clobbered. Blame Fortnite. (DealBook)

• SoftBank’s C.E.O., Masa Son, insists that the company is undervalued. Is it? (Breakingviews)

• The New York Police Department wants Waze to stop revealing the locations of D.W.I. checkpoints. (CBS)

• A lot of people have put their trust in blockchain technology. Perhaps they shouldn’t. (Wired)

• Here are the new emojis you’ve been waiting for. Now with added falafel. (NYT)

Best of the rest

• Carmakers predict a dismal 2019. Blame China, along with electric and self-driving vehicles. (FT)

• Did Donald Trump want $20 million to put his name on a Moscow tower? A Ukrainian-Russian real estate developer says so. (Bloomberg)

• Farm Belt bankruptcies are rising. (WSJ)

• A five-day winning streak for U.S. stocks ended yesterday. (WSJ)

• How the German government plans to fix Deutsche Bank. (Bloomberg)

• Why a desire for downtown living is putting the American Chinatown at risk. (Atlantic)

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