Now Morgan Stanley might be bought out...this is fuggin' crazy!
Morgan Stanley in Talks
With Wachovia, Others
By AARON LUCCHETTI, RANDALL SMITH and JENNY STRASBURG
Wall Street Journal
Morgan Stanley fought for its life Wednesday, entering preliminary merger talks with Wachovia Corp. and other banks as a seventh straight decline in the company's share price sent the stock to its lowest level since 1998.
After a harrowing day, Morgan Stanley's shares finished down $6.95, or 24%, to $21.75. Goldman Sachs Group, the largest U.S. investment bank by market value, also fell $18.51, or 14%, to $114.50.
While the situation is more acute at Morgan Stanley, the two Wall Street banks are both battling extraordinary market pressures that have already pushed stable franchises such as Lehman Brothers Holdings Inc. and Merrill Lynch & Co. into bankruptcy protection or hasty merger deals. At Morgan Stanley and Goldman Sachs, two of the oldest and most successful investment banks, market confidence withered in the past 24 hours for firms that were once trusted and envied.
Eyeing their trading screens and television sets, a sense of disbelief hung over people who thought of themselves as largely insulated from credit-market fears. "I've lost more than half my net worth in a month," said one Goldman employee.
The perception hurting investment-bank shares is that they can no longer rely on jittery global markets to replenish the cash necessary to fund their trading and lending businesses. That has forced the companies' borrowing costs higher, which means ultimately, it will likely become prohibitively expensive for them to fund their businesses.
Commercial banks like Wachovia are perceived as more stable, creating strong incentive for investment banks to link up with them, as Merrill Lynch did earlier this week with Bank of America Corp. But even some retail banks are under attack, such as the country's largest savings-and-loan, Washington Mutual Inc., which was exploring its own deal Wednesday with Citigroup Inc. and Wells Fargo & Co.
Inside Morgan Stanley there was a growing feeling that the firm's chief executive, John Mack, would have to explore a merger or outside investment. Just 10 days ago Mr. Mack said in a Fortune magazine interview that he was "not thinking about selling the firm."
But markets have moved with such force that yesterday Mr. Mack fielded a call from Wachovia CEO Robert Steel about a potential tie-up. Messrs. Mack and Steel both attended Duke University and have been on its board of trustees for more than a decade. Mr. Mack grew up in Mooresville, N.C., about 30 miles from Charlotte, N.C., where Wachovia is based.
A spokeswoman for Morgan Stanley said that the firm is "focused on solutions" to address the falling stock price. Wachovia declined to comment.
Morgan Stanley is also exploring preliminary tie-ups with a range of other banks around the globe, say people familiar with the matter. Morgan Stanley may well remain independent, but if a deal were struck it could come with the likes of HSBC Holdings PLC of the U.K., Banco Santander SA of Spain, Japan's Nomura Holdings Inc., a Chinese financial institution or a domestic partner such as Bank of New York Mellon Corp., say the people familiar with the matter.
Mr. Mack also took another tack Wednesday. He dialed U.S. Treasury Secretary Henry Paulson and Securities and Exchange Commission Chairman Christopher Cox, as well as Goldman Sachs CEO Lloyd Blankfein, to discuss how to stop the rapid decline in the two firms' share price. The two firms didn't discuss a merger but focused instead on how to stop short-sellers betting on a decline in Goldman and Morgan shares, people familiar with the matter said.
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In a memo to employees in the middle of trading Wednesday, Mr. Mack asked: "What's happening out there? It's very clear to me -- we're in the midst of a market controlled by fear and rumors, and short sellers are driving our stock down." A Goldman spokesman said, "You'd expect us to be concerned about any inappropriate market activity."
The companies may be able to weather the storm, but conditions have worsened. Through midday Wednesday, Morgan Stanley had lost about 10% of the assets in its prime-brokerage business, which services large clients like hedge funds, since the start of the week, up from 3% through Tuesday, according to a person familiar with the firm.
"Morgan Stanley has a strong capital and liquidity position," and the prime brokerage makes up a minimal part of that, the firm said in a statement. "Despite recent market volatility, we are confident that Morgan Stanley will maintain an industry-leading prime brokerage franchise."
Unlike Lehman Brothers, which filed for bankruptcy protection Monday after its shares slid last week, Morgan's share price decline doesn't come as its trying to raise capital by selling equity in the company. Morgan Chief Financial Officer Colm Kelleher said Tuesday the firm doesn't need to issue debt or new stock until 2009. But the share-price decline has unnerved some hedge-fund clients.
Rival banks and brokers were working overtime Wednesday to gain prime-brokerage business from hedge funds as Morgan Stanley's stock slid.
Deutsche Bank AG, UBS AG and Credit Suisse Group were among firms marketing to Morgan Stanley's clients, people familiar with the pitches said. Wednesday, Deutsche circulated slides marketing itself as a safe haven for hedge funds. One called "DB: A Solid Counterparty" compared the firm's creditworthiness with Morgan Stanley, Goldman Sachs and others.
"The increase in incoming inquiries has been marked this week," says Philip Vasan, head of Credit Suisse's prime brokerage.
The possible loss of independence for Morgan Stanley would be a stunning fall for a firm which has long prided itself on a blue-chip Wall Street heritage. Morgan Stanley was formed in 1935 by former executives of J.P. Morgan & Co. after Congress barred banks from securities underwriting in 1933 in a reform enacted after the market crash of 1929.
Donald Putman, a managing partner at investment banking boutique Grail Partners, said that he didn't expect Mr. Mack to fight for independence. Like Merrill Lynch CEO John Thain, who agreed to sell the firm to Bank of America earlier this week] Mr. Mack "doesn't have theological objections to a transaction" with a global commercial bank, Mr. Putnam said.
Mr. Mack entertained the idea of a lock-up with Merrill Lynch last weekend as banking executives met at the Federal Reserve Bank of New York to discuss the future of Lehman Brothers, but Merrill wanted to move too quickly for Mr. Mack, according to people familiar with the matter.
Goldman Sachs has publicly toed a much more independent line in recent weeks. Its share price hasn't fallen as much as Morgan Stanley's, but its latest quarterly earnings report was its worst since 2005. The company says it has managed risk better than many commercial banks. They add that commercial banks use the same funding markets as Goldman and Morgan Stanley do for large parts of their businesses.
Mr. Mack and his fellow executives had hoped that their stock price would react better to the company's earnings announcement this week. The company's profits and net revenue topped even Goldman Sachs, the largest investment bank by market value.
But after the earnings announcement late Tuesday afternoon caused initial enthusiasm among investors, Morgan Stanley shares resumed their downward march Wednesday. They continued lower even after the SEC announced that new restrictions would be placed on investors who bet on declines in share prices.
Write to Aaron Lucchetti at
[email protected], Randall Smith at
[email protected] and Jenny Strasburg at
[email protected]