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10.01.2008 10:14 am

Analysts see sale in Wachovia Securities’ future

St. Louis Post-Dispatch
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Deal Journal’s Deal Yenta, Heidi N. Moore, sees some signs pointing to an eventual sale of St. Louis-based Wachovia Securities. As I pointed out in Tuesday’s column, the forced sale of Wachovia Bank leaves the securities unit, along with asset manager Evergreen Investments, orphaned within the Wachovia holding-company structure.

Moore points out that Wachovia hasn’t broken out the two units’ earnings, or released a new balance sheet for what’s left of the company. That could mean a sale is already in the works. In addition, she points out:

Independence will be a tough slog, partially because Wachovia has $9.8 billion of preferred shares and around $800 million in annual dividends to pay on them. In addition, the disruption of the government-brokered sale could spook customers of the retail brokerage or asset management division and cause them to pull their money.

In a separate Wall Street Journal story (subscription required), analyst Gerard Cassidy of RBC Capital Markets also predicts a sale:

I think they may discover the best course of action is liquidation of those assets. I would be surprised if they decided to run it independently.

As to possible buyers, Moore thinks Morgan Stanley would be a good fit for the brokerage business. A private equity firm like Bain Capital may be interested, she says, “particularly in the asset management business.”

Moore quotes analyst Jefferson Haralson of Keefe Bruyette & Woods as saying that Wachovia Securities might be worth $6.7 billion in a sale. That’s less than the $6.8 billion that Wachovia paid for A.G. Edwards in a deal that closed a year ago today, and Wachovia already had a big brokerage business before it bought A.G. Edwards. If Haralson’s numbers are correct, the Wachovia-Edwards merger, like so many others, turned out to be a huge value destroyer.

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11 comments

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As a longtime member of AG Edwards and now Wachovia as I sit back on the one year anniversary of the Edwards/Wachovia deal and shake my head. Edwards was close to $90/share in value and the greedy SOB CEO Bob Bagby spewed how this was such a good deal for shareholders and employees….took his $30+million severance and disappeared (and later divorced and lsot half).

A year later the Wachovia stock in our 401K (not to mention stock options to many employees) are worthless and shareholder get basically zero! Again, greedy CEO (Ken Thompson)though a Golden West deal would line his pockets. He in turn was kicked out (with more than $30 million severemce) and disappeared.

Now they are talking of changing the name back to AG Edwards. That would be an insult to a great family name to be associated with thsi disaster.

After ruining many lives and forcing people to move to keep jobs that are once again in jepoerdy…only one thing is left to be said from employees to the former CEO’s…MAY YOU BOTH ROT IN HELL!!

— Keith
7:04 pm October 1st, 2008

Keith-

While it sucks for us employees, Bagby did the right thing for shareholders. He maximized value. That stock may not have seen those prices again for years with what has happened in the economy. I did not believe in WB and sold my AGE near the highs. I am stuck with a couple of months matching in my 401k - but I can live with that.

Greed is a funny thing, we ignore greed when the stock price is high and blame greed when the stock price is low. We are all guilty of greed. It would be hard for any of us to have turned down $30 million if offered, why would they be any different.

“Greed …for lack of a better term… is Good” - Gordon Gecko

Gecko was right, I want more for me and my family. Does that make me greedy? By definition it does. My goal is to not hurt others by getting more.

Many people in this country would not be here if our ancestors did not want a better life. Would we dare call them greedy? Of course not.

Banks lend money to finance “The American Dream” home ownership. All banks write loans knowing a certain pecent will fail. The difference being, this time many more than expected will fail. Is it truly greed or just doing business and making a mistake. Granted a huge mistake, yet still a mistake. I am sure there were some shady deals happening, they will be played out in the media. Yet those deals will be a tiny fraction of the loans that actually go bad.

Economic cyles happen, they hurt to live through. But the next stage of wealth will be built on top of the ruins we created. Call me greedy but I am looking to invest in the companies I think will be winners in the next cycle.

Chop

— Chop
11:42 pm October 1st, 2008

Value destroyer, you bet. Just take a look at what happened to the AGE employees. They had to take Wachovia stock that is now worthless. I wonder if the big boys sold any of their AGE stock prior to the buyout.

— Bruce Myers
7:28 am October 2nd, 2008

To Keith -

Once I struggled through your multiple typos and processed your hateful and wholly uninformed post, I realized I have an obligation to correct you.

FACT: Bob Bagby’s primary deal point in the WS merger was that he would sacrifice his CEO position in exchange for WS moving to St. Louis. Do you actually believe that WS would buy AGE and OFFER to move here and OFFER to pay for the relocation costs? Because they like our zoo and our symphony and our Race for the Cure as the media campaign suggests? Mr. Bagby insisted that AGE/WS would stay in St. Louis in order to protect as many AGE jobs as possible. That’s the OPPOSITE of greed. The curse of leadership is this: If everyone likes you, you likely stand for nothing.

Mr. Bagby devoted his life to building AGE and in the end, he made the difficult choice to do what was inevitable (universal bank model). I’m sure your opinion of him was significantly different when he grew the AGE branch system to 700+ branches and carried the stock to an all-time high. He, like you, is not clairvoyant. Mr. Bagby could not have predicted the demise of WB, nor would AGE board members have backed the decision if they could have seen what is the wide scope economic reality today. He had no hand in the Golden West fiasco. He sold AGE at a time of maximum value and before the number of FCs further stagnated, and you had ample opportunity to sell your AGE stock at above $80. Perhaps you make financial decisions as well as you spell?

FACT: Not that it is anyone’s business, least of all yours, but Mr. and Mrs. Bagby remain happily married and are enjoying spending time with their precious grandchildren. They are loving, honorable and charitable people who have stuck together during this most emotionally-charged time. While they are not unhurt by the uninformed hostility of people like you, they have been blessed with the good wishes and understanding of many intelligent and thoughtful AGE employees who know the real circumstances of the merger. Your ignorance shows in speaking of which you know nothing and then spreading it like the malignant, hateful cancer you are.

These are tough times, and no one in financial services is thriving or happy. Looking for someone to blame and sentencing them to burn in hell surely isn’t the best use of your time or your spirit, is it?

When and if you are able to speak after you unlodge your foot from your mouth, I will offer to allow you to contact me privately so I may substantiate my credibility in these matters.

Chop -

Thank you for your balanced fairness. I wish you well.

— Just the facts
10:12 am October 2nd, 2008

Just the Facts -

If Mr. Bagby is such an honorable man as you mention, then explain to me the due dilligence that he and his board performed when considering the Wachovia deal. The true facts are that the board never did due dilligence with any other suitors (and there were many other suitors willing) is a joke. Perhaps you think it is honorable not to due some deep investigating of the company that offers to but you…and trust me had they looked into the books of the Golden West deal (as Wells Fargo did of Wachovia) it shoul not have been approved.

Please don;t tell me that AG Edwards could not have been successful as a non-universal bank model either…it was successful for 100+ years under Edwards control. It is the greed..not the opportunity that made this deal happen.

Explain the shareholder value now? Are you saying that Edwards stock would have been worth $1/share today and could have operated successfully…you are only kidding yourself then.

If you want to be loyal to a man that is such a great guy that is your business. Take a poll of the feeling of Edwards employees and I’d bet you’d get a much different story than the picture you paint.

By the way, I sold my stock..althought others haven’t and paid the price for their loyaly. I told need to contact your for your credibility because I already know you have none.

— Keith
12:09 pm October 2nd, 2008

Keith -

How convenient that you failed to acknowledge that you were WRONG - not to mention completely inappropriate - in your allegation of the Bagby’s imaginary divorce. Care to defend your omniscient (you’ll have to get the dictionary) position now? Divorce filings are a matter of county record. Did you want to produce the documents you found? What kind of monster takes pleasure in inventing and reveling in the agony of ANYONE’S divorce?

In my experience, if one stoops to the level of unfounded personal gossip, he proves himself useless in the manifest of any sort of truth. Do you think anyone believes you have or had any access to the inner workings of the board’s merger decision? You can’t even spell, yet you know everything there is to know about the merger’s intimate details? Right.

Interesting as well that you fail to acknowledge any credit in what Mr. Bagby did right. I am grateful that he insisted we stay in St. Louis, and so are many others. Would you rather be in Richmond or unemployed right now? If not for him, that would be the case. Would you rather have never seen the stock at $90? Your Machiavellian (ooh, that’s a tough one for you) theory of one man’s plot of greed is ridiculous and shows how little you know about M&A or anything else for that matter.

And while we’re talking about greed, I’m sure you have no idea that the Bagby’s have given astronomical amounts of their personal money to charity, have never belonged to a country club (therefore never billed the firm for membership), and all their children attended public school. I’m sure you’re equally reluctant to acknowledge that Mr. Bagby drove an 11-year-old car to work every day, arriving before 5 a.m. and leaving near 7 p.m.

These are emotional times for everyone at AGE/WS. You have every right to be upset, but it is reprehensible and irresponsible to pretend you know what you clearly do not and then sneeze it like a virus in a public forum. And seriously, you need to learn to spell and articulate yourself. I am embarrassed for you.

— just the facts
1:17 pm October 2nd, 2008

Yo Keith!

Is your initials KJ?! You still sound like your outspoken self :) AGE was once a great company until leadership changed hands between Mr Edwards and Bagby. Bagby became CEO in order to position AGE to be bought out. No question about it. There was no way Mr Edwards would have let that happen under his leadership. Obviously the board had other plans and made Bagby the first non-Edwards to run the company. When Wachovia came knocking at the door Bagby succeeded what the board had planned out. You can’t blame the guy if his job was to increase AGE’s stock price and boy did it increase. I believe greedy were the ones who kept the stock hoping that it would go up even more instead of wisely selling. It’s not a question of loyalty but making good judgments.

— Glimmerman
1:08 pm October 3rd, 2008

As an 18-year employee of A G Edwards, I am still in mourning over losing the Edwards name. You can defend Mr Bagby all you want, but I used to work with his son-in-law, and I know how he truly is. Was it not him who stood in front of all of us at Exchange 2006 and declared that we would “always remain independent”? A short month later he was in negotiations (if he wasn’t already in them when he made that statement). Edwards would have survived as an independent. I have great faith that Tad’s new company will take the town (and country)by storm! While it was nice that the deal made sure we stayed in St. Louis, the St. Louis home office had perks for the NewCo. I know that I am working 65-70 hours a week preparing for the final conversion, and since I am in management (don’t get excited, I’m in lower management so I don’t reap the benefits of a six-figure salary, just the no-overtime) my clerks end up making more money than I do. I am just trying to do a good job. Then the way they calculate bonuses, he who works the hardest is not the one who gets paid the most! I planned on retiring in 5 years…now, who knows. I just know we had a good reputation on the street, with both other firms and clients, and we don’t have that any longer. I sincerely hope Mr. Bagby is enjoying his multi-million dollar bonus. The saddest day was when Ben stood outside of the Stock Holders meeting after the vote was over and sobbed. Now there was a man who had values and cared about the people who worked for him. You were a real person to him. Now I am nothing but an “A” number. I didn’t know if the divorce rumour was true, but it was all over the firm, and his son-in-law does work here!

— Kay
3:56 pm October 4th, 2008

Just the Facts -

I feel really bad for Bob driving his 11 year old car with only getting $30 million is blood money and demanding free healthcare for life for he and his family…really really tough for him I’m sure. Back to the facts since you know so much…again YOU never addressed the intense amount of due dilligence done on the Wachovia buyout. You fail to mention the fact that the board was not informed of the negotiation until after the fact when Bob told them. By the way there were several instituional investors very upset and some that even threatened to sue over the lack of due dilliegence by the Edwards board…and yes I can provide facts if you want).

Also, feel free to name sorry happy Edwards folks who appreciate what Bob did…I dare you…as you see by the other comments on teh message board that’s a laod of crap. The truth is that Bagby had to have security escort him out daily in his final few weeks before disappearing.

Then, as part of his “charitable” deal, he received a nice cozy office in one of the Edwards branches in which he could conduct his personal business…for life. Fact is, he was so unwelcome at the branch by the brokers (and was todl so by a few of them I know) that he ended up never going there.

So I ask again, where is teh shareholder value at the end of teh day…to anyone…and why should we thanks this leech of a CEO and board for doing no due dilligence.

Please don’t be embarrassed by my spelling..I’d rather spell badly that have my nosed clearly lodged up Bagby’s ass! I’m embarrassed for your moral compass!

— Keith
4:11 pm October 4th, 2008

I do not know the specific upper management manuevering regarding the AGE/WB merger, but do recall hearing it relayed many, many times about our steadfast desire to remain independent. If only we could have stayed that way for a short time more, AGE would be the envy of the brokerage industry with hundreds of brokers clamoring to become a part of our firm, our unique culture and client-first attitude. Instead we are seeing AGE run more and more each day by a beaurocratic, multi-layered, profit-driven, under-staffed comglomerate. We’re trying to keep the “old” AGE way of doing business around as much as we can and I give them kudos for making concessions and keeping many AGE practices. One of the problems I see is that banking and brokerage cultures are very different and don’t mix well and the bank side has a huge influence over the brokerage’s way of doing business. We already have tons of conference calls, meetings, and emails about feel important stuff that accomplishes nothing. (Merrill will trod down the same path if the deal goes through with BAC). I fear our clients will probably see increased fees, charges and possibly call-centers if their account is too small. There’s a good chance of a gradual weeding out of lower producing FCs. Profitability is soon going to be the mantra after the AGE integration is complete. It’s great to have capital, lending capabilities, global aspirations, business models and such, but people should come first. Bottom line — they pay the bills and are the reason we exist. Period. Let’s hope WFC has a more people-friendly mindset and makes the firm great once again by sharing that simple paradigm that AGE preached for decades and decades. We’ve already seen the Wachovia model at work.

— Legacy AGE FC
11:52 pm October 5th, 2008

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