The Reckoning

For the fourth year in a row, Wall Street banks set a record for fees--even amid turmoil in the markets. As bankers pay for their past excesses, history shows fees may plummet in 2008.

By Lisa Kassenaar
Bloomberg Markets April 2008

Five days after UBS AG reported the biggest quarterly loss in banking history on Jan. 30, Rick Leaman packed his black wheeled garment bag, headed to New York's LaGuardia Airport from his Connecticut home and flew off to meet with clients. "Even if you aren't doing deals, you have to be on the road," says Leaman, the Swiss bank's joint global head of investment banking. "You still have to be in front of clients, generating ideas."

Leaman and the bankers who work for him led UBS to a company- record $5.54 billion in fees from advising on mergers and acquisitions and underwriting securities in 2007, according to data compiled by Bloomberg. The firm leapt to No. 1 in the world in arranging equity sales. Yet UBS's investment banking team had little chance to congratulate itself. The unit's contribution was dwarfed by the $18.4 billion UBS wrote down after a disastrous foray into the U.S. subprime mortgage lending market. UBS stock plunged 42 percent in the 12 months ended on Feb. 8.

In trading rooms throughout the U.S. and Europe, the spectacle has been similar: soaring fees amid punishing losses. For the fourth year in a row, securities firms set a record for fees, according to Bloomberg's annual ranking of the 20 best-paid investment banks. Led again by Citigroup Inc., the banks collected $86.9 billion from advising on M&A and underwriting stocks and bonds.

That was a 22 percent increase over 2006's $71 billion and 64 percent more than in 2005. "It was an extremely active year," says Franck Petitgas, Morgan Stanley's co-head of investment banking. "Plentiful and cheap credit allowed quick and large transactions."

The bill for all of that speed and daring started coming due in June, and financial institutions that dipped deepest into mortgage-related debt are still paying. Since the beginning of 2007, banks around the world have written down a total of $148 billion in assets with exposure to subprime mortgages and leveraged loans. From August to December, the value of announced leveraged buyouts, which pay millions in advisory fees to the biggest financial firms and provide fuel for the debt and equity markets, had plunged 68 percent compared with the same period a year earlier.

"A year ago, everyone thought trees were going to grow to the moon," Jamie Dimon, chief executive officer of JPMorgan Chase & Co., said in an interview on Jan. 27 at the World Economic Forum in Davos, Switzerland. "Obviously, 2007 was a much tougher year than expected, and 2008 is probably going to be the same."

On today's chastened Wall Street, the watchword is risk management. Four of Dimon's colleagues at top investment banks lost their jobs because they let risk get out of hand. UBS CEO Peter Wuffli was the first to go, in July. Then Merrill Lynch & Co.'s Stan O'Neal retired and was replaced by New York Stock Exchange CEO John Thain. Shortly after joining Merrill in December, the former Goldman Sachs Group Inc. president put himself in charge of risk management.

In November, Citigroup CEO Charles Prince was replaced by Vikram Pandit, a former Morgan Stanley president. Pandit says he's considering selling off pieces of the bank, which has $2.18 trillion in assets. At Bear Stearns Cos., CEO James "Jimmy" Cayne ousted Co-President Warren Spector and then, in January, was forced out himself, giving up his CEO job while remaining chairman. Bear Stearns, which ranked No. 19 in the Bloomberg 20 in 2006, fell off the 2007 list after a series of setbacks that in the third quarter of 2007 saw the company post its steepest profit decline in more than a decade.

Pandit and Thain, as well as competitors Lloyd Blankfein at Goldman Sachs, John Mack at Morgan Stanley and JPMorgan Chase's Dimon, will try to bolster fees in 2008 by focusing on traditional pockets of strength in battered markets, says Eric Weber, a managing director at New York-based Freeman & Co., a financial services consulting firm. Among them: restructuring faltering companies and investing in distressed debt, Weber says.

The banks' craving for ever higher fees helped lead them to disaster. They underwrote and invested in billions of dollars of collateralized debt obligations, or CDOs, packages of debt that bundle subprime mortgages, bonds and other loans. The securities, because they carried top ratings and higher yields, earned the banks bigger fees. When rising foreclosures gutted the value of the CDOs, the banks were forced to curtail other lending to hang on to capital.

Now the banks must struggle to drum up new business in the face of a U.S. economic downturn. The sinking housing market is sending the U.S. economy into recession, according to economists at Goldman Sachs. The Standard & Poor's 500 Index tumbled 14 percent from Oct. 9 to Feb. 8. And the Federal Reserve cut the overnight lending rate five times from September through mid-February, including a surprise 75-basis-point reduction on Jan. 20, in an effort to stimulate economic activity.

"We're all in 'stop, look and listen' mode to sort out 2008," UBS's Leaman, 45, says. He says he won't make projections for how his investment banking division will fare this year until the end of the first quarter. Then, he says, he'll have a clearer picture of whether a recession is under way and whether the $168 billion economic stimulus package passed by the U.S. Congress and signed by President George W. Bush in February will bolster the markets. If recent history is any guide, Leaman and his peers could be in for a rough ride. One gauge for how far fees may fall in 2008 is their drop in 2001 from '00, during the investment banking contraction triggered by the Internet bubble's pop. Nine of the top 10 banks in this year's Bloomberg 20 saw M&A fees decline at least 22 percent back in 2001, with Citigroup's fees falling 49 percent, according to Bloomberg data. Equity underwriting fees also declined in 2001 for eight of the top 10 firms, dropping 36 percent at Morgan Stanley and Credit Suisse Group. (See table "How Bad Will It Get?" above.)

This time around, bankers at Bank of America Corp., Lehman Brothers Holdings Inc. and JPMorgan Chase have all predicted that the overall value of M&A in 2008 is likely to fall by at least 20 percent from 2007. That means fees may take a similar tumble, says Roy Smith, a former Goldman Sachs partner who teaches finance at New York University. "The market is lumbering through a long, painful liquidity situation," Smith says. "Things are going to be moving very slowly for a while."

Things were moving at warp speed at the start of 2007. In the first half, M&A volume trounced previous records. Companies were raising billions of dollars for ever larger deals. In February, Kohlberg Kravis Roberts & Co. and TPG Inc. announced the biggest LBO in history, agreeing to pay $43 billion for Texas power producer TXU Corp. Then a group led by Edinburgh-based Royal Bank of Scotland Group Plc won a bidding war against London-based Barclays Plc and agreed to pay more than $100 billion for ABN Amro Holding NV, the biggest Dutch bank. The first half of 2007 was Wall Street's busiest six months ever, with $2.4 trillion of announced M&A transactions.

H. Rodgin Cohen, chairman of Sullivan & Cromwell LLP, the No. 1 M&A legal adviser in 2007, according to Bloomberg data, describes the first seven months of 2007 as frantically busy. "It was extraordinary," says Cohen, 63, who says he spent early 2007 pressing Sullivan & Cromwell's partner in charge of hiring for more staff to keep up. "I had never seen anything with the breadth and depth of that time," he says. "It's hard to imagine much of that coming back without a substantial easing of credit conditions."

Even in a year as eventful as 2007, the pecking order for Wall Street's best-paid investment banks didn't change. For the fourth year in a row, the top five were Citigroup, Goldman Sachs, Morgan Stanley, JPMorgan Chase and Merrill Lynch, all based in New York.

Citigroup brought in $6.88 billion in fees from M&A and securities underwriting, according to Bloomberg data, 19 percent more than the $5.79 billion in 2006. Goldman Sachs was second in total investment banking fees with $6.66 billion, up 18 percent from 2006. Morgan Stanley, which placed third, recorded an estimated $6.36 billion, up 22 percent from $5.22 billion, Bloomberg numbers show. Rounding out the top five, JPMorgan Chase garnered $6.23 billion, up 33 percent from a year earlier, and Merrill Lynch brought in $5.55 billion, up 23 percent from 2006.

Citigroup held on to No. 1 by reaping more from fixed income than rivals did. Total fees from bond underwriting rose 30 percent to $18.8 billion in the year. Of that, Citigroup captured $1.69 billion, 13 percent more than in 2006. JPMorgan Chase was also lifted by fixed income, collecting 49 percent more from underwriting debt than a year earlier, or $1.18 billion. Merrill Lynch placed third in fixed income with $1.16 billion, a 41 percent boost from 2006. Merrill's gains came in part from arranging the most sales of preferred stock, a blend of equity and debt. The company underwrote $13.5 billion of those transactions, generating about $293 million in fees.

Fixed income's stellar season was driven by M&A, especially the surge in private equity buyouts. Leveraged buyouts are typically based on a small amount of cash paid upfront and a host of agreements to raise money from investors. The purchase of Dallas- based TXU, for instance, included debt issues totaling $11.3 billion.

Total M&A fees came in at $42.4 billion, up 21 percent from 2006. Goldman Sachs earned the most for M&A advice for a third consecutive year, Bloomberg data show. The firm brought in $3.93 billion in fees for the year, up 34 percent from 2006. Morgan Stanley was second, with $3.23 billion, a 24 percent jump from 2006, and Citigroup moved to third from fourth, with a 16 percent gain, to $2.9 billion.

Goldman Sachs raked in billions by working on the eight biggest M&A deals of the year. The firm, together with Lehman Brothers and Rothschild Bank, represented ABN Amro as a bidding war raged for the Amsterdam-based bank for six months. Goldman Sachs also worked for Rome-based Enel SpA in its $53.3 billion takeover of Spanish power company Endesa SA, which was completed in partnership with Madrid-based Acciona SA. It helped KKR and TPG buy TXU and helped private equity giant Blackstone Group LP scoop up Hilton Hotels Corp.

Goldman Sachs completed a total of 354 deals worth $1.2 trillion, more than any other firm last year. The firm advised on more than 50 M&A agreements of more than $5 billion--about 40 percent of all mergers and acquisitions announced of that size.

Morgan Stanley was the leading adviser on transactions involving European targets or acquirers. The firm advised on 162 such agreements, generating about $1.5 billion in M&A revenue. Among its deals was Toronto-based Thomson Corp.'s $18.2 billion acquisition of London-based Reuters Group Plc. (Bloomberg LP, the parent of Bloomberg News, competes with Reuters and Thomson in providing financial news and data.)

Citigroup's M&A bankers advised on the four biggest private equity deals, totaling $140 billion. Along with Goldman Sachs, it represented KKR and TPG in their purchase of TXU, now called Energy Future Holdings Corp. The bank was there when a group led by the Ontario Teachers' Pension Plan paid $42.4 billion for Canadian telephone company BCE Inc. The bank also worked for KKR when it acquired First Data Corp. for $27.5 billion and advised TPG and Goldman Sachs on their $27.1 billion purchase of Alltel Corp. Citigroup's fees for those four deals alone were an estimated $175 million, according to Bloomberg data.

In equity underwriting, UBS leapt to the top of the fee list from fifth place a year earlier. The Swiss bank earned $2.45 billion in fees from stock sales, up 50 percent. UBS worked on the $5.4 billion initial public offering in October of Criteria CaixaCorp, the investment company of Spain's biggest savings bank, and the $5.4 billion stock offering of Électricité de France SA.

JPMorgan Chase jumped to second in equities from seventh on the strength of equity-linked issues. Those are deals selling securities whose return is determined by the performance of a basket of stocks or a stock index. The firm brought in $2.2 billion in fees from equity underwriting, up 69 percent from $1.3 billion in 2006.

Third place in fees from equity deals went to Citigroup, with $2.16 billion, up 20 percent from $1.8 billion a year earlier. Goldman slipped from first to sixth in fees for arranging stock deals. The firm's take in that area fell 7.3 percent to $1.91 billion from $2.06 billion, according to Bloomberg data.

Even when setting records, traditional investment banking fees typically represent less than 20 percent of revenue for the biggest financial firms. At Citigroup, with its huge consumer bank and credit card operation, M&A advice and underwriting accounted for about 8 percent of the bank's $81.7 billion in revenue in 2007. At Goldman Sachs, whose $11.6 billion in 2007 net income made it the most profitable firm in Wall Street history, investment banking accounted for about 14.5 percent of its $46 billion in revenue.

Those figures understate investment banking's significance to these firms, NYU's Smith says. "Investment banking has been a bridge to other business," he says. It burnishes long-term client relationships, he says, and has provided a steady, growing source of income to the firms since 2003.

For 2008, banks see lucrative opportunities in cleaning up their own tattered industry. As of mid-February, financial companies were among the most-active customers in the capital markets. Merrill Lynch generated $205 million in fees, or 18 percent of its total bond fees, from its own deals. About 18 percent of Citigroup's bond deals were to raise capital for itself. "The financial sector is in capital repair mode," Morgan Stanley's Petitgas says.

There's still money to be made in the M&A market--as Microsoft Corp. made clear with its $44 billion hostile bid to buy Internet pioneer Yahoo! Inc. in February. That same month, Melbourne-based BHP Billiton Ltd., the world's largest mining company, upped its unfriendly bid for London-based Rio Tinto Group Plc, a producer of iron ore, copper, aluminum and energy, to $147 billion from $100 billion. In January, Chicago-based CME Group Inc., which operates the world's largest futures market, announced it had had discussions about a merger with New York-based Nymex Holdings Inc., owner of the biggest energy market, that would value Nymex at about $11 billion.

Petitgas, whose bank is advising Microsoft on its bid for Yahoo, expects M&A activity to remain robust in 2008. Acquirers, though, may have a harder time financing their takeovers. "Despite tighter credit conditions, big-event financing is still available," Petitgas says.

The big banks are also courting more non-U.S. clients and offering advice on crossborder mergers, Freeman's Weber says. Investment banking was more international than ever in 2007. About $31 billion, or 36 percent, of total investment banking fees were from Europe, Bloomberg data show, roughly equal to the $32.8 billion, or 39 percent, in U.S. deals. M&A transactions in China and Hong Kong increased 38 percent in the year, contributing to $12.6 billion of fees from Asia.

Investment bankers might also find gold in the sovereign wealth funds that the banks have called on to shore up their balance sheets. The funds are government pools of capital accumulated from the sale of oil, gas and, in the case of Asia, consumer goods, to the U.S. Citigroup collected $7.7 billion early in 2008 from a group led by the Kuwait Investment Authority, $6.8 billion from Government of Singapore Investment Corp. and $7.5 billion from the Abu Dhabi Investment Authority. Merrill Lynch took in more than $10 billion from Korean Investment Corp., Singapore's Temasek Holdings Pte. and Kuwait. (For more on China's fund, see "China's Cash Offensive," also in the April 2008 issue of Bloomberg Markets.)

The hard times that hit the banking industry could have been forecast as early as February 2007, when late payments on U.S. bank mortgages jumped to their highest level in four years, says Steve Bernard, head of merger analysis at Robert W. Baird & Co. in Chicago. He says Wall Street was blinded by its own euphoria over the flow of deals. "What started out as a minor concern morphed into a major concern for the entire economy," he says. "When there was speculation about a $100 billion deal, we should have said, 'Wow, things are looking a little excessive.'"

For the rest of this year, Bernard says, many CEOs won't be looking for strategic investments unless the stock market gathers strength and they're confident the economy is improving. Many corporate acquisitions are partially paid for with stock, a currency that's lost some of its heft since August. "The outlook for sales affects CEOs' level of confidence," Bernard says. "They don't want to buy something when their profits are falling, and now they have a less valuable currency, too."

For UBS's Leaman, the company's role as the leading equity underwriter may provide a cushion in a rough year. Selling stock will be a better prospect for banks than advising on M&A, if the last economic downturn is any guide. "It will still take a lot of time to clean up what happened," Leaman says. "My guess is that I will be on a plane a fair amount this year."

Lisa Kassenaar is a senior writer at Bloomberg News in New York. lkassenaar@bloomberg.net With reporting by Laurie Meisler in New York and Adrian Cox in London.

#<532782.18602.1.0.69.26862.25># -0- Feb/29/2008 16:42 GMT

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