It was also required to sign an ‘‘agreement’’ with the Federal Reserve Bank of New York, which required BT to: ž Allow the regulator to monitor and closely scrutinise the leveraged deriv
Trang 1At the same time, management gave traders who proved themselves full rein to play theirpositions In theory, no trader could commit more than a predetermined level of capital, butonce that capital was earned back, the trader could play his/her position to amounts limited
by accumulated profits This meant there were single positions which exceeded a billiondollars BT’s reputation for taking the right positions encouraged herd instinct behaviour:traders at rival firms would take the same positions, which would magnify the extent BTmoved the market
Commercial Paper
Mr Sanford believed part of the BT strategy should be to offer a wide range of institutionalfinancial services on a global basis The execution of this strategy involved BT’s participation
in the domestic commercial paper market, an area normally reserved for investment banks
In 1978, BT began to act as an agent for corporations issuing commercial paper, therebychallenging Glass Steagall – the bank convinced the Federal Reserve that commercial paperwas a short-term loan, not a security
Derivatives and Risk Management
In 1978, BT improved on its internal risk management by establishing the Bankers TrustFutures Corporation It operated on the emerging futures and options markets, to provideinnovative hedging programmes to customers It was the second subsidiary of a US bankingcompany to receive full certification as a futures commission merchant
Mr Sanford introduced RAROC, or risk-adjusted return on capital, defined as totalrisk-adjusted returns divided by total capital (see Chapter 3), a risk measurement system.The idea was to have a common measure of risk for all BT operations, thereby ensuring anefficient allocation of capital A risk factor was assigned to each category of assets based onthe volatility of the asset’s market price For example, a CD trader who ended the day with
a long position in 60-day paper would be assigned a risk-adjusted amount of capital based
Trang 2on the risk factor for this maturity Performance was assessed by dividing the trader’s profit
by the amount of capital allocated An example of the distribution of capital appears below:
In addition to being at the centre of a framework for risk management, RAROC was alsoused for:
ž Comparison of the performance of different parts of the BT business
ž Portfolio management for determining areas that appeared most appropriate for ment or divestment
The corporate finance division had five lines of business
ž The Capital Market Group: This section acted as financial advisor or agent for corporations
in the private placement of their securities with insurance companies, pension funds andother financial institutions The group was strongly affiliated with global markets andBT’s London merchant bank, Bankers Trust International It maintained a role ineurosecurities offerings and dealt extensively with interest rate and currency swaps
ž The Lease Financing Group: Arranged large leases, placing the assets with other institutions
and within BT It served as an advisor to the lessor and/or lessee in transactions
ž The Venture Capital Group: This group made equity and other investments for the holding
company (Bankers Trust New York Corporation) Most of the transactions were part
of the leveraged buyouts and expansion financing, rather than de novo financing of
companies BT developed a special product niche in structuring leveraged buyouts
ž The Public Finance Group: This group acted as a financial advisor, underwriter or sales
agent of tax-exempt financing for public and corporate issuers
ž Loan Sales: In 1984, as part of its merchant banking strategy, BT expanded its loan sales
programme One of the first commercial banks to be actively engaged in securitisation, the
bank believed that in some cases, it could achieve superior returns on equity by originatingand selling loans, rather than holding them on its own books Loan securitisation alsohelped to stabilise balance sheet growth, maintain high liquidity levels, and meant the
Trang 3bank could provide more services to major corporations The timing of this effort wascoincidental with BT’s emphasis on the build-up of mergers and acquisitions advisorycapacity, which in turn related very well to the growing ‘‘leveraged buyout’’ (LBO)phenomenon, and ensured a superior return on equity.
Mr Beim followed an employment policy of hiring the best and paying accordingly.Traditional domestic corporate lending was de-emphasised in favour of initiating andcompleting highly leveraged deals and other specialised lending operations
By early 1985, BT had placed several groups of asset product managers and sales officers inNew York, Tokyo, London and Hong Kong The asset product management group workedwith account officers to design the loan sale structure and related documentation Most ofthe business was directed at large companies seeking substantial funding and broad access
to the financial markets The group could recommend financing programmes to improvethe market access of such companies Corporate finance product specialists might also beinvolved, so the bank provided credit expertise, technical advice and sales knowledge whenworking with customers
Sales officers targeted investors as potential purchasers of the loans, and kept in closecontact with them Loans were sold to foreign banks, pension funds and insurance firms.Sales officers would spend weeks educating potential investors The whole process ensuredthat a high proportion of the BT loan portfolio was in liquid form
The ‘‘tactical asset and liability committee’’ was BT’s policy-making body for loan sales
It met on a weekly basis to decide on the quarterly pricing of loan sales The Committeefocused on credit risk, market conditions and liquidity needs; it also sought out newopportunities for the loan origination function
Credit policy
In line with the greater emphasis on merchant banking and the loan sale programme,credit management procedures at BT were also tightened The old credit review system hadrequired loan approval by at least two account officers The new process required at leastone signature to be from a credit officer Thus, credit officers became lending officers.Line management was responsible for the credit approval process Each department had
to write a credit policy statement and specify lending authority for its line and creditofficers For example, division managers would be given a credit approval limit Loanamounts within this limit could be approved with the signature of an account officer andthe division manager Larger loans required the signature of the group credit head and theloan officer Loans larger than the group head’s credit limit went to the department creditofficer Loans in excess of $200 million required the signature of the department head orthe chief credit officer
Using RAROC, management could assess the amount of credit risk embedded in allareas of the bank Risks were placed in 60 industry categories, which were graded according
to expected performance The ranking was based on variables such as technical change,regulatory issues, capacity constraints, business cycle sensitivity, ability to protect pricing andmargins, and structural stress These variables were considered important because of theireffect on growth and cash flow variability over both near and intermediate term horizons
Trang 4Global markets
Global markets were considered to be of increasing importance For example, foreignexchange facilities were expanded to provide 24-hour market-making capacity with 10geographic locations The bank was actively involved in the global syndicated loaneuronote market and equity-linked derivatives
Global markets was a functional division under the financial services side of BT Ithad seven divisions Half dealt with market-related activities, such as short-term fundingand foreign exchange The rest were concerned with financing activities, such as publicfixed income markets, private placements, commodities, short-term and variable ratefinance, and multiple currency derivatives The objective was to assist clients in themanagement of their own risk positions and to establish product areas whose profitabilitywas uncorrelated, to achieve a natural diversification and sustain profitability, no matterwhat the market situation
The seven divisions had 60 profit centres, globally organised across time zones, whichhelped interaction Customer, product and geographic variables were connected through aprocess of synergy Employees of ‘‘global markets’’ numbered about 2200 and made up about20% of the BT payroll They were located in seven countries and 10 cities, including all themajor world financial centres
The nature of the divisional organisation emphasised a global product focus across timezones, at the expense of a more client-oriented regional focus The system did appeal
to large corporate clients wanting to structure multi-market financing for a cross-borderacquisition However, the organisational structure discouraged the development of localclient relationships – BT acknowledged that the local clients had to be sold the approach
by being shown the superiority of the product There was an ongoing debate about whetherthe lack of strong client relationships would undermine the attempt to establish a leadershipposition BT had in financial engineering, deal making and trading
BT had very little in the way of a distribution and sales network typical of most WallStreet houses To maintain a competitive edge, the bank increasingly looked to financialengineering or structured finance, inventing complex and often lucrative products forspecific clients BT normally relied upon other firms to provide the distribution and salesfunctions it needed
Management style
The organisational changes at BT were designed to promote cooperation among BT businessunits, so as to provide a high-quality, innovative service to its clients For this reason, itmoved from a hierarchical structure typical of a commercial bank to the horizontal structure
of most investment banks However, there was hostility to the change among long-time BTemployees, who were concerned with the stress on entrepreneurial initiative
BT modified relationship banking by requiring staff to delve into product specialities andrelate these to business lines required by each customer Staff moved between the maincentres loosely assigned to institutional clients, improving, it was hoped, organisationalagility and fostering innovation and creativity The approach should sustain enoughflexibility in the organisation to allow BT to take advantage of new market opportunities
Trang 5immediately, whether in the form of a long-term relationship or a one-off profit-makingopportunity Though employees were encouraged to foster relationships with clients, theywere also advised to look for opportunities to assist with an individual transaction.
Thus, the BT banking style differed from that of investment banks, where employeeswere rigidly assigned to either corporate or institutional customers, and from commercialbanking, which tended to rely on ‘‘hands off’’ relationships to generate spread income
To attract the top people into the organisation, BT dispensed with the standardcommercial bank compensation scheme Incentive compensation was introduced in theresource management department (RMD), then extended to other parts of BT Traderswere paid according to their performance, as measured by a high risk-adjusted rate of return
on capital, as opposed to limits The top performers received bonuses of 100% or more Inthe corporate finance department, BT also linked compensation to performance, but, unlikeRMD, bonuses were based both on the profitability of a new business and the degree towhich the officer cooperated with others in the organisation to foster ‘‘excellence throughcommon purpose’’ For example, in commercial banking, bonuses could now exceed 100%
of salary (compared to a previous limit of 50%) The size of the bonus pool was not just afunction of a department’s profitability, but of total profits generated throughout BT
Trouble with Swaps: 1993 – 98
In 1993, net profits at BT were $1.07 billion, $596 million of which came from proprietarytrading and advising corporations on the management of different types of market risk,such as currency and interest rate The bank congratulated itself for being a model moderninvestment bank with a performance-driven culture and innovative trading strategies such
as the use of derivatives to manage risk on BT’s own trading book, and for its corporateclients, too
However, in the spring of 1994, this part of BT was suddenly faced with serious problems.Several firms announced losses arising from swaps sold to them by Bankers Trust, New York
In March 1994, Gibsons Greetings Inc announced losses amounting to $19.7 million fromleveraged interest rate swaps, and in September of that year, commenced legal action – suing
BT for $23 million to cover its derivatives losses, and $50 million in punitive damages Thecase was settled out of court in January 1995 – BT paid $14 million to Gibson Greetings,after a tape revealed a managing director at Bankers had misled the company about the size
of its financial losses Bankers Trust had already (in December 1994) paid a $10 millionfine to US regulatory authorities in relation to the affair It was also required to sign an
‘‘agreement’’ with the Federal Reserve Bank of New York, which required BT to:
ž Allow the regulator to monitor and closely scrutinise the leveraged derivatives business
at Bankers Trust
ž Ensure clients using these complex derivatives understood the associated risks
ž Fund an independent investigation into the affair, to be undertaken by an enced counsel
experi-Two other firms also announced large losses from BT’s swaps They also accepted out ofcourt settlements – $67 million to Air Products and $12 million to Federal Paper BoardCompany At this point BT had paid out over $100 million in the settlements and fines
Trang 6relating to improper behaviour by its leveraged swap group The bank sacked one manager,reorganised the leveraged derivatives unit and reassigned staff to other jobs.
However, another big loser appeared determined to have their day in court In April
1994, the chairman of Procter and Gamble (P&G) announced losses of $157 million onleveraged interest rate swaps In 1993, the corporate treasurer at Procter and Gamble hadpurchased these swaps from Bankers Trust One of the swaps was, effectively, a bet andwould have yielded a substantial capital gain for Procter and Gamble had German and
US interest rates converged more slowly than the market thought they would In fact, thereverse happened, leading to large losses The second swap was known by both parties as the
‘‘5–30 swap’’, and involved P&G receiving a fixed rate pegged to the 5-year US Treasurynote and the 30-year Treasury bond and paying a floating rate pegged to the commercialpaper rate According to P&G, Bankers Trust guaranteed P&G would pay 40 basis pointsbelow the commercial paper rate However, short-term rates fell relative to long rates, soP&G ended up facing a loss Procter and Gamble refused to pay Bankers Trust the moneylost on the swap contracts P&G claimed it should never have been sold these swaps,because the bank did not fully explain the potential risks, nor did the bank disclose pricingmethods that would have allowed Procter and Gamble to price the product themselves.Bankers Trust countered that P&G owed the bank close to $200 million The question
is why these instruments were being used for speculative purposes by a consumer goodsconglomerate, and whether the firm had been correctly advised by Bankers Trust
In late 1994, BT set aside $423 million as a provision for derivatives contracts thatmight prove unenforceable; $72 million was written off immediately This provisioningsuggested BT could lose over $500 million Furthermore, the bank’s trading division wasbound to see a decline in business because so much of it depended on reputation andclients’ trust in the bank – trading had already experienced a steep decline in profits.Bankers Trust faced potential severe financial difficulties and even collapse because of thisderivatives-related scandal
The publication of internal tapes which revealed a cynical attitude in the treatment
of customers was unhelpful for the bank In one video instruction tape shown to newemployees at the bank, a BT salesman mentions how a swap works: BT can ‘‘get in themiddle and rip them (the customers) off take a little money’’, though the instructor does
apologise after seeing the camera Another explained how he would ‘‘lure people into thattotal calm, and then totally f- - - - them’’.62 Further revelations came to light in pre-trial
hearings, with, for example, a reference to an acronym used by BT derivatives staff: ‘‘ROF’’,
for rip-off factor.
Several rulings were made by the judge63over the two years leading up to the trial:
ž P&G’s argument that swaps came under federal jurisdiction was rejected, as was theirclaim that BT has a fiduciary duty to P&G
ž P&G had to prove the bank had committed fraud before it could ask the courts to judgewhether BT had engaged in racketeering.64
62Source: The Economist, ‘‘Bankers Trust-Shamed Again’’, 7 October 1995.
63 US District Court Judge John Feikens.
64 In the USA a firm or individual found guilty of racketeering (running a dishonest business) faces enormous fines and often jail.
Trang 7ž The judge ruled that P&G knew the risks associated with one of the contracts and, unless
it could prove otherwise, should assume financial responsibility for that contract
ž However, the court also ruled that Bankers Trust had a duty of good faith under NewYork State commercial law Such a duty arises if one party has superior information andthis information is not available to the other party.65
Even though the judge appeared to be favouring Bankers Trust, if it went to court, the trialwould be by jury, and US banks often lose cases because juries see them as unscrupulous profitmachines Both companies also had reputations to maintain BT’s reputation had alreadysuffered and losing a court case would make matters worse For Procter and Gamble, if thedetails of the case were discussed in open court, they could reveal that P&G, an enormousconglomerate, had a financial team with little understanding of financial derivatives.More than two years after P&G announced its losses, and 11 days before the trial wasdue to begin, the two parties reached an out of court settlement It came after new rulings
by the judge, who dismissed or ruled against more allegations against BT made by P&G.P&G agreed to pay Bankers Trust $35 million in cash, and the bank was to absorb the rest
of the amount ($160 million) in the dispute P&G would also transfer $14 million worth
of securities to Bankers Trust in relation to another derivatives transaction, which P&Gclaimed was not part of the law suit.66
Recall one of the conditions set by US regulators: that the affair was to be investigated
by independent counsel The report, co-authored by a regulator and a lawyer, was published
in July 1996, after the law suits had been settled It cleared Bankers Trust of any intention
to defraud when it sold risky derivatives investments However, it criticised the bankfor failing to hold the derivatives section under senior management control Certainemployees had created an environment focused solely on profit at the expense of good riskmanagement controls The report called for disciplinary action to be taken against certainindividuals (not named) who had failed to meet their responsibilities and/or engaged inmisconduct with respect to these derivatives By this time, most of the management teamconnected to these incidents had left the bank In response to the report, Mr Newmannoted that the entire section had been revamped with state of the art risk managementtechniques
In 1994, derivatives sales and trading were the firm’s most profitable business by a longway Bankers Trust had excelled at selling derivatives to companies for hedge purposes (toprotect firms from fluctuations in interest rates, foreign currency values and commodityprices) and to speculate, or bet on moves in these rates and prices The bank also profitedfrom proprietary trading The scandals not only undermined BT’s reputation, but the bankalso lost its main source of profits
To avoid future law suits, BT decided to send product contracts to several members of aclient firm, not just the finance officers In February 1995, a senior committee was formed
to look at ways of improving BT customer relations, including employee compensation
65 A third criterion for duty of good faith was noted by the court: the informed party knows the other party is acting on the basis of misinformation, though the duty would arise even if this did not apply.
66Source: Lamiell, P (1996), ‘‘Analysts: Both Sides are Winners in Derivatives Settlement’’, The Associated Press,
9 May.
Trang 8schemes that emphasised the importance of teamwork and longer-term client relationships,not just high sales Also, new information systems were introduced In May 1995, MrSanford announced his resignation as chairman, effective in 1996.
10.8.4 New Chairman New Strategy
In April 1996 Frank N Newman (a former deputy secretary of the US Treasury) wasnamed as the new chairman of Bankers Trust, succeeding Mr Sanford He had beenpresident and chief executive officer of Bankers Trust for a short time before being madechairman The appointment was a clear signal that the bank was determined to put itshouse in order, especially in the area of risky derivatives It is no coincidence that theP&G case was settled a month after his appointment Newman’s job was clear cut – hehad to restore the bank’s reputation, and ensure adequate risk management schemes were
in place Mr Newman also decided to reduce the banks’ dependence on risky derivatives,and not only because of the 1994 leveraged derivatives fiasco In July 1996, the riskmanagement services group lost $22 million (up from a loss of $9 million the previousyear) due to losses in commodity derivatives after copper prices plunged in June InNewman’s view, a more diversified bank was a safer, more profitable bank In severalstatements, Newman made it clear that rather than being known solely for its expertise
in proprietary trading and foreign exchange operations, the bank had to develop a highreputation and be able to offer a full range of investment banking services to globalcustomers in the developed and emerging markets He appeared to be backed up by thefigures In the second quarter of 1996, BT’s profits were largely due to the investmentbanking division
An important move to boost investment banking was the acquisition, in late 1996, of aniche investment bank, Wolfensohn & Co., for $200 million in BT stock The firm wasknown for its mergers and acquisitions and corporate advisory services Its chairman, MrPaul Volcker, agreed to stay on A former Chairman of the Federal Reserve, he would help
to improve BT’s reputation as a reformed bank, unlikely to repeat earlier mistakes In earlyApril 1997, BT announced that the highly respected and oldest US investment bank with
a retail stock broking interest, Alex Brown and Son Ltd, was to merge with Bankers Trust.This was the first merger between a US securities house and a commercial bank At the timeAlex Brown was a highly reputed stockbroker based in Baltimore A stock swap (1 AlexBrown share for 0.83 shares of BT) valued the acquisition at roughly $1.7 billion According
to the BT chairman, the bank would gain strength from Alex Brown’s US equity markets,research, institutional investor sales, high income retail67 and distribution underwriting.Its blue chip reputation would also help BT Alex Brown would have access to syndicatedlending derivatives, and risk management
The purchase reflected the changing scene in US financial services from a regulatorystandpoint Congress was proving very slow in repealing the Glass Steagall Act, which since
1933 had separated commercial68(BT) from investment banking (Alex Brown) The courts
67 Alex Brown’s had 460 brokers who focused on high income clients.
68 As explained in Chapter 5 (see section on US regulation), a reinterpretation of section 20 of the Glass Steagall Act made it possible for commercial banks to engage in investment banking operations provided the revenues
Trang 9and regulators responded with more lenient treatment of commercial banks that wanted
to test the boundaries The purchase of Alex Brown is a good illustration of this point.69The deal was possible under section 20 of the Act because the revenues earned from AlexBrown would amount to about 20% of BT’s total earnings in underwriting Under the oldregulations (limit of 10%) the merger would not have been allowed However, this limit hadbeen raised to 25% earlier in 1997, which meant there was no violation of section 20 of theGlass Steagall Act It is interesting that at this juncture, Bankers Trust was, for regulatorypurposes, classified as a commercial bank, even though the strategy was to transform it into
an investment bank
Bankers Trust opted to buy a highly reputable investment banking businesses instead
of organic growth The jury is still out on which option is superior, if either Othercommercial banks, including some foreign ones such as Union Bank of Switzerland, hadcommitted themselves to building up investment banking expertise over time In the UK,attempts by the large commercial banks (Barclays, Midland, National Westminster Bank)
to take advantage of regulatory reform (‘‘Big Bang’’, in 1986) and move into investmentbanking (whether through organic growth or purchase of existing investment banks) largelyfailed and by the late 1990s, some of these banks had largely divested themselves of theirinvestment banking business
It was not expected the merger would result in a high number of redundancies or costsavings because the two firms’ activities complemented each other BT Alex Brown keptits headquarters in Baltimore The firm handled IPOs for small companies, specialising intechnology, retail, communications and health care It also had a fund management groupand offers stock brokerage services to high income individual investors
In the same month, BT announced it had acquired NationsBank’s institutional custodybusiness, which increased the bank’s total global assets under custody by just over $130 mil-lion to roughly $2000 billion BT also acquired National Westminster’s equity underwritingbusiness in 1998 These acquisitions – Wolfensohn, Alex Brown, equity underwriting and
a bigger custody business – showed how Mr Newman was changing the strategic direction
of Bankers Trust The bank was in a position to offer a broad range of investment ing/wholesale commercial banking products, though it remained in the second tier and wasvulnerable to takeover by one of the major global players
bank-In March 1997, Bankers Trust signalled a substantial commitment to emerging marketswhen it announced the formation of a new subsidiary: Emerging Europe, Middle East &Africa Merchant Bank (EEMA), to be managed from London The idea was to consolidateits trading and investment banking activities in Central and Eastern Europe, the MiddleEast and Africa London was to run BT’s offices in the Czech Republic, Greece, Hungary,Poland, Turkey, Russia, South Africa, Bahrain, Egypt and Israel
from the securities activities were limited to some percentage set by the Federal Reserve, and appropriate firewalls were in place to keep areas where there might be a potential conflict of interest separate.
69 In February 1997, Morgan Stanley, the investment bank with big corporates as their clients, merged with Dean Witter Discover, a largely retail brokerage and credit card company The more liberal interpretation of the Glass Steagall Act began in 1984 when the Supreme Court used section 20 of the Act to rule that the Bank of America could buy a discount brokerage house (Charles Schwab) – it has since been sold See Chapter 5 for more detail on section 20 subsidiaries.
Trang 1010.8.5 New Problems and Merger Talks
Unfortunately, less than a year after Mr Newman had singled out emerging markets as part
of BT’s new diversified strategy, the company announced a major reduction in its emergingmarket operations, and any remaining emerging market activities were integrated into itscore businesses BT had been hit hard from its exposure in Thailand and Indonesia, where
it reported trading losses, due to the Asian crisis The bank lost about $72 million in boththe last quarter of 1997 and the first quarter of 1998 However, in the investment bankingbusiness, net income more than doubled to $177 million, reflecting the success of its mergerwith Alex Brown It also benefited from increased sales and trading in its New York office.Income from European emerging markets, Africa and the Middle East also improved
By September 1998, matters looked more serious Many western banks were caught out bythe suddenness and magnitude of the Russian crisis (see Chapter 6), when Russia declared
a moratorium on its foreign debt But Bankers Trust faced problems on several fronts First,its exposure to Russia was large relative to its size In July and August of 1998, trading lossesfrom its Russian exposure hit $260 million, bringing total trading losses to $350 million.BT’s other sources of income had slowed High-yield corporate (junk) bonds were hit bythe Asian and Russian crises Also, BT Alex Brown Inc was suffering from the slowdown
in initial public offerings and other equity underwriting For these reasons, it posted a netloss for the third quarter of 1998, of $488 million.70 This came soon after a report in the
Financial Times (October 1998) that BT was in merger talks with Deutsche Bank (DB) By
November, rumours were rife that the two banks were close to reaching a deal
The merger talks indicated that after the enormous third-quarter loss, the senior executives
at Bankers Trust concluded that a strategy of diversification, with a number of differentspecialised businesses (which should have ensured the bank could weather downturns), hadnot worked As a mid-sized player with large losses, they appear to have decided that it wasimportant to build up its capital base through a merger with a large financial institution.Better to choose the partner than to risk being taken over It was well known that Mr RolfBreuer, chief executive of Deutsche Bank, had been looking for a suitable US bank so DBcould expand its investment banking business and become one of the world’s leading banks
In November 1998 the rumours were confirmed when the Wall Street Journal71reported thelawyers from the two banks were meeting in New York In late November 1998, the twobanks announced a merger agreement had been reached, which, at the time, created theworld’s largest bank, with about $840 billion in assets.72Bankers Trust was also a bargain,having lost more than 42% of its value between July and October 1998, though the shareprice had recovered somewhat on rumours of a takeover The $9 billion sale price was 2.1BT’s book value and a 43% premium over BT’s share price at the time of the announcement
70 In the fourth quarter the firm managed a profit of $133.1 billion, so annual losses from 1998 were lower than expected- BT lost $6 million A strong showing in the fourth quarter was particularly important for the
$133.1 billion-asset company In the third quarter – before that deal was reached – Bankers Trust posted a $488 million loss.
71 ‘‘Deutsche Bank, Bankers Trust Near Pact – Deal for About $9.7 Billion Would Create Largest Financial-Services
Firm’’, The Wall Street Journal, 23 November 1998, p A2.
72 At the end of 2003, Deutsche Bank ranked 12th out of 1000 banks in terms of tier 1 capital, and 6th if measured
by assets Source: The Banker, July 2004, p 211.
TEAM FLY
Trang 1110.8.6 An Odd Couple or Good Match?
On the face of it, the marriage seemed an odd one Deutsche had been trying to build
up its investment banking business – spending $3 billion73 on it over the last decade.Bankers Trust own strategy of moving into investment banking had not worked very well.However, Deutsche (especially the chairman, Herr Rolf Breuer) thought a move intoinvestment banking essential because of the change in how corporate clients financedtheir activities Most were no longer looking to save or borrow, but instead wanteddirect access to the capital markets Hence the bank needed to refocus its activities
on arranging, acting as lead managers, underwriting issues, brokering, advising and fundmanagement
At the time of the merger Herr Breuer spoke of a target ROE of 25% by 2001, upfrom 6.4% in 1997 The cost of ‘‘restructuring’’ was estimated at $1 billion, to pay forredundancies in overlapping areas Just under 6% of employees, mainly based in Londonand New York, would be made redundant in areas of overlap: IT, operations, global marketsand global equities
Herr Breuer was keen to see Bankers Trust absorbed into Deutsche’s investment andglobal operations as quickly as within three months of the takeover This attitude was
in marked contrast to when Deutsche took over Morgan Grenfell in 1989 but the firmcontinued to operate under its own name for nearly a decade DB appeared to have learned
a lesson from the Morgan Grenfell experience: the firm was given a great deal of autonomywhich made the task of integrating it into the DB culture very difficult The name, AlexBrown, was kept – Deutsche Alex and Brown was to run the US investment banking andequity businesses
From a regulatory standpoint, there do not appear to be any major problems BankersTrust is a wholesale commercial bank with few retail consumers Though Deutsche, as auniversal bank, had commercial interests, regulation K allows foreign banks operating inthe USA to keep these interests, provided a minimum of 50% of the bank’s profits andassets come from outside the USA Approval of the acquisition had to come from theEuropean Commission, The New York State Bank Regulator and the Federal Reserve Bank.Approval was forthcoming from the Fed, the last of the regulatory hurdles, in May 1999.The merger took place in June 1999, a good 18 months after the acquisition plan wasannounced
In March 1999, Bankers Trust was in the press again, for all the wrong reasons Itpleaded guilty to a felony in US District Court for misappropriation of client funds, andwas fined $60 million Dating back to 1996 (pre-Newman as chairman), it involved theclient services processing division which misappropriated $19.1 million of client funds fromdividend cheques sent out to shareholders but not cashed Apparently the money was used
to fund parties, offset expenses, or to make it look like the division was earning moreincome than it really was Deutsche Bank was lucky: the US Department of Labor allowedDeutsche Bank to continue to manage pension assets despite an admission of fraud by itsnewly acquired US operation
73Peterson, T (1998), ‘‘Bankers Trust is the Last Thing Deutsche Needs’’, Business Week; 2 November, p 52.
Trang 12The question was whether the acquisition was going to work To quote The Economist:
‘‘Take a transatlantic combination of a lumbering, accident-prone universal bank with a prickly, free-wheeling investment bank, and only the foolhardy would bet on success.’’74
A $400 million retention or ‘‘handcuff’’ fund was set aside to retain the best of the DBand BT staff Deutsche proved successful in retaining some staff, but lost some key players
Mr Newman resigned because he had been promised a seat on the Deutsche managementboard at the time of the acquisition agreement, only to be refused membership after themerger took place However, many in the bank were content to see him go, though it was
an expensive departure – Newman collected up to $67 million
There were others Deutsche definitely wanted to keep on board In 1998 (before thetakeover announcement), Frank Quattrone left, taking about 100 of the technology group
he had built up with him The chief financial officer at BT, Richard Daniel, went in June
1999, despite being offered a $9m retention bonus Other department heads and deputiesleft around the same time, and the CSFB poached all the staff working in the US healthcare area Several top Deutsche staff also departed the bank In July 1999, a small butprofitable team of index fund managers joined Merrill Lynch 1999 also saw the loss ofsome senior experts in the leveraged finance/junk bond area, and Alex Brown lost a fewstars The defections raised questions about what DB stood to gain from the acquisition:
in the absence of expertise, areas such as high-yield bonds, asset management, custody andhigh-tech IPOs could flounder
Breuer’s key objective was to create a new type of universal bank with strengths in bothwholesale commercial and investment banking, de-emphasising the traditional holdings
of commercial concerns in Germany Deutsche’s $22 billion of German industrial andcommercial holdings were hived off to a separate profit centre, making it possible theywould be sold off at a future date.75
Analysts had thought Deutsche would lose many American clients post-acquisition, butthey were proved wrong 1999 turned into a record year for underwriting high-yield debt,equities and eurobonds, though the bank made few inroads into the M&A business In
2000, Herr Breuer announced that the bank was to merge with the second largest Germanbank, Dresdner Many of DB’s investment bankers in London and New York were againstthe deal because Dresdner was perceived as old-fashioned, and very weak in investmentbanking Dresdner pulled out of the deal after senior investment bankers persuaded Breuerthat if the merger did go through, Dresdner’s investment bank should be shut down
The London office proved instrumental in DB’s success in investment banking Twonames stand out Mr Mitchell joined Deutsche Bank in 1995 from Merrill Lynch, and MrAckermann arrived in 1996 from Credit Suisse Mitchell managed to attract hundreds ofemployees from other top investment banks Though Ackermann avoids publicity, he toohelped build up the London office By this time, the acquisition of Bankers Trust was beingseen in a new light: it had given Deutsche a foothold in the US securities markets just beforeone of the greatest bull runs in stock market history Profits from investment banking rose to
74‘‘Because it was there’’, The Economist, 28 November 1998, p 73.
75 If they were sold off, Deutsche would be the first German universal bank to end the tradition of holding equity shares in commercial outfits.
Trang 13$3.7 billion in 2000, up from $1.3 billion in 1998 The London office began to have a greatdeal of power because by 2000, 60% of the bank’s profits came from investment banking.Ironically, Herr Breuer, who had always declared a move into investment banking as thekey strategy, saw his position being marginalised by the brash traders of the London office.
In early 2001, Breuer appeared to favour scaling down Deutsche Bank’s emphasis oninvestment banking Substantial job cuts in this area were announced, with 2600 staffmade redundant, mainly in Frankfurt, though London and New York were also affected
A potential source of worry was a comment by the chairman, who admitted there wereweaknesses in their investment banking business that could not be overcome through
an acquisition Herr Breuer revealed a new strategic focus: to increase profits in assetmanagement and private banking – Breuer himself took control of the new division Therewere also indications the bank wanted to increase its presence in retail asset management,having purchased an American on-line brokerage firm in December 2001 However,Breuer’s new division soon lost money due to costly hiring and reduced equity purchases byretail clients
Meanwhile, investment banking continued to make some impressive deals in 2001, andinvestment banking revenues were higher at Deutsche than at Goldman Sachs or MorganStanley Over 80% of these revenues came from outside Germany, indicating the bank waswell diversified in this area
In May 2002, Mr Josef Ackermann was set to take over from Herr Breuer as head ofthe Vorstand, or management board The German management system was beginning tobecome an issue for the bank, especially after it listed on the New York Stock Exchange inlate 2001, which meant adopting US accounting standards Under the German system theVorstand can overrule the head, and there were pressures from senior management, most
of whom are not German nationals, to replace this German style of management with theAmerican system which has a chairman and CEO Mr Ackerman supported the move tocut the size of the Vorstand in half, so it will have just four members The official language
of communication was changed to English in 2002
10.8.7 Deutsche Weathers a Banking Storm in Germany
Mr Ackerman, a Swiss national, succeeded Breuer as head of Deutsche Bank in the summer
of 2002 It is not just his background that will make it likely investment banking willcontinue to be given priority German bankers called 2002 their ‘‘annus horribilis’’ because
of the record number of corporate insolvencies and the decline in their investment portfoliosdue to the sharp drop in the stock market.76 However, the Deutsche Bank weathered thestorm better than other commercial banks in Germany In a year where the pre-tax profitsfor the other three major commercial banks were negative, Table 10.4 illustrates that notonly was Deutsche Bank in the black, its real profits were up on 2001 Deutsche Bank hasremained profitable because it is far less dependent on the German markets than the othercommercial banks at a time when Germany was suffering its worst recession in post-warhistory For example, Commerzbank was in the red in 2002 and 2003, with the size ofnegative pre-tax profits rising over the two years The same was true for HypoVereinsbank
76Wagner, J (2003), ‘‘Getting Back in the Black’’, The Banker, March 25–27, p 26.
Trang 14and Dresdner Bank By contrast, Deutsche’s international operations in both investmentbanking and funds management ensured the bank remained profitable, though profits wereslightly down in 2003 Deutsche also managed to cut its cost to income ratio from 90% in
2001 to 79% and 81% in 2002 and 2003, respectively HypoVereinsbank Commerzbankhave also kept costs down – their ratios of cost to income dropped from 69% to 64% and77% to 73% Dresdner, by contrast, has seen costs soar from 71% in 2002 to 117% in
2003 – in other words, cost exceeded income
Unlike other European countries, these big commercial banks lack a strong retailpresence – each has about 5% of the deposit market, at most The state owned regional
Table 10.4 Annual Results for Deutsche Bank and Bankers Trust
Capital
($m)
Assets ($m)
Pre-tax profits (%)
Real profits growth (%)
C:I (%) ROA (%) ROE (%) Basel 1
Trang 15(landesbanken) and local savings banks have about 80% of the retail deposit and loanmarket They also enjoy a state guarantee77 and thus an AAA rating, meaning they canattract deposits and make loans at lower rates The savings banks have remained profitableduring the recession because of their dominance in the retail and corporate markets Forthis and other reasons, they are resisting the Chancellor’s call for them to merge withprivate and cooperative banks, a strategy which has been so successful in France and Italyover the last few years The Federal government has little control over their actions becausethey are owned and controlled by state governments The result is over-banking in theGerman market, which keeps margins thin Another important player in the retail market
is Postbank, a bank operated by the German Post Office It has about 6% of bank depositsand was privatised in June 2004 The Post Office, which was privatised in 2000, maintainsmanagement control, because 49% of Postbank was sold off Deutsche Bank acted as leadmanager of the IPO and, reportedly, turned down an approach by the government to blockbuy the shares because the bank considered the shares to be overpriced, and probably balked
at the idea that they would not have management control.78Had DB been interested, therewould have been a tricky conflict of interest to resolve Should one of the commercial bankseventually take over Postbank, it would give it about an 11% share of deposits, making it apotentially serious competitor, especially after protection of the savings and regional banks
is withdrawn
Deutsche is now considered an investment bank, and it continues to cut back on itsrelatively small amount of corporate lending in Germany, though it has kept its domesticretail branch network In 1999, DB integrated its on-line banking service with its retailbanking department The on-line system had attracted half a million customers (though it
is unclear how many were already DB clients) and it was hoped the combination will allowcustomers to pick and choose on-line and off-line services according to their tastes DB haseven offered to share its on-line facility with other banks.79
In October 2003, Deutsche Bank received The Banker’s country and Western Europe
awards, and was recognised as the top investment bank for interest rate swaps The awardsare based on 2002 results, so the country award comes as no surprise It was named the
‘‘Bank for Western Europe’’ because of the big reduction in its operating costs (see the cost
to income ratios in Table 10.4), and took the number one spot for fund management inEurope, placing in the top five globally It was also the leading equities house in Europe
It attracted 500 000 new business and private clients in Europe.80 Thus, by 2003, it hadbecome the leading European investment bank While it continues to be outclassed by
77 An agreement with the EU means the guarantee must be phased out by July 2005.
78 This proved correct when in the end, the shares were sold at about 3 euros less ( ¤28.50) than the Chief Executive of Deutsche Post had been hoping to get The shares are split between German retail and institutional investors; about 48% of the shares sold went to foreign investors.
79 Its German rivals have adopted other strategies to return to profit Dresdner is focusing on bancassurance (it purchased the failing insurance giant Allianz) and niche investment banking through its London outlet, Dresdner, Kleinwort Wasserstein HVB is looking to Eastern Europe (through its ownership of Bank Austria and offering retail banking services in Northern Germany) Commerzbank looks the most vulnerable, hoping to gain from
Deutsche’s withdrawal from corporate lending See Wagner, J (2003), ‘‘Getting Back in the Black’’, The Banker,
March 25–27, p 27.
80The Banker Awards 2003, September.
Trang 16many of the US banks on the global front, it seems that Deutsche Bank has achievedwhat Bankers Trust set out to do at the beginning of the case study: to move away fromtraditional core banking and into investment banking The only major difference is that
it has opted to keep its retail network in Germany After BT sold its retail network, itbecame a wholesale commercial bank, with expertise in trading and risk managementadvice However, that was not enough to keep its independence, and the name is allbut forgotten in the new century As Deutsche Bank strives to become a top tier globalbank, what does Mr Ackerman and the Vorstand have to do to ensure its continuedindependence?
Questions
1 In the USA, what is the difference between a money centre commercial bank and aninvestment bank?
2 Why has the term ‘‘money centre’’ largely disappeared in the USA?
3 In the first paragraph of the case, it was noted that in 1987 ‘‘the stock yielded a 41%return on equity before extraordinary allowance for credit losses .’’.
(a) Is ROE a good indication of the success of the new strategy at Bankers Trust?
(b) Identify other ways of measuring the success (or otherwise) of this bank
4 The case revealed, either directly or indirectly, the multifaceted nature of BT’s strategy.Answer the following questions:
(a) Why did BT sell its retail banking network? Given that retail banking is usuallyone of the most profitable areas of banking, was it the right decision?
(b) Why were ‘‘section 20’’ subsidiaries seen as a means of bypassing the Glass SteagallAct? Why was it important in BT’s acquisition of Alex Brown?
(c) Explain the meaning and consequences of a global product focus at the expense of
a regional client focus
(d) What effect would the absence of a distribution and sales network have on
BT operations?
(e) Explain why BT’s loan securitisation programme would stabilise balance sheetgrowth, increase liquidity and earn a higher return on equity
(f) What is RAROC? Identify the key problem associated with RAROC
5 To fulfil the objectives of its new strategy, BT had to change its management style andemployee compensation Explain the meaning of the following terms, and discuss howthey might encourage BT staff to achieve BT’s strategic goals:
(a) A horizontal management structure and how it differs from management style atcommercial banks
(b) ‘‘Excellence through common purpose’’
(c) Incentive compensation and the bonus system
6 What are the main lessons to be learned from the 1994 swaps debacle?
7 What were the main contributory factors to BT’s acquisition by Deutsche Bank?
8 What are the advantages and disadvantages of absorbing a well-known bank nameafter a takeover? Why did Deutsche Bank erase the Bankers Trust label withinweeks of takeover but keep the Alex Brown name, and for a decade, Morgan Gren-fell’s name?
Trang 179 (a) What actions did Mr Newman take to improve BT’s bottom line and its status as
11 Deutsche Bank is now a leading European investment bank but it is best described as a
universal investment bank Why? Is this a good strategic position for a bank wanting to
be a leading global player?
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