|Headquarters||Charlotte, North Carolina, United States|
Wachovia, based in Charlotte, North Carolina, is a diversified, wholly owned financial services subsidiary of Wells Fargo. As an independent company, it was the fourth-largest bank holding company in the United States based on total assets.
Starting in 2009, the Wachovia brand is being absorbed into the Wells Fargo brand, in a process that was initially estimated to last three years. In July 2009, Wachovia Securities became Wells Fargo Advisors. The merger of Wells Fargo and Wachovia bank charters is scheduled for completion in March 2010. States containing both brands (not converted already) will convert in 2010 and all remaining branches will re-brand in 2011 to the Wells Fargo brand.
Wachovia provides a broad range of banking, asset management, wealth management, and corporate and investment banking products and services. It is one of the largest providers of financial services in the United States, operating financial centers in 21 states and Washington, D.C., with locations from Connecticut to Florida and west to California. Wachovia provides global services through more than 40 offices around the world.
It served retail brokerage clients under the name Wachovia Securities nationwide as well as in six Latin American countries, and investment banking clients in selected industries nationwide. In 2009, Wachovia Securities was the first Wachovia business to be converted to the Wells Fargo brand, when the business became Wells Fargo Advisors. Wachovia also operates Calibre, its wealth management services to ultra-high net worth families with net worth exceeding $25 million.
The company's corporate and institutional capital markets and investment banking groups operate under the Wachovia Securities brand, while its asset management group operates under the Evergreen Investments brand.
Wachovia Corporation was originally created by the merger of the legacy Wachovia Corporation and First Union Corporation. First Union was considered the acquirer in the transaction with Wachovia, although the transaction was structured as a tax-free union of equals and the combined entity chose to retain the Wachovia name.
Wachovia (pronounced /wəˈkoʊviə/ wə-KOE-vee-ə) has its origins in the Latin form of the Austrian name Wachau. When Moravian settlers arrived in Bethabara, North Carolina, in 1753, they gave this name to the land they acquired, because it resembled the Wachau valley along the Danube River. The area formerly known as Wachovia now makes up most of Forsyth County, and the largest city is now Winston-Salem.
First Union Corporation was founded as Queen City National Bank on June 2, 1908, a small banking desk in the lobby of a Charlotte hotel by H.M. Victor.
The bank merged with First National Bank and Trust Company of Asheville in 1958 to become First Union National Bank of North Carolina. First Union Corporation was incorporated in 1967. Other Predecessor companies include the Bank of North America, the first bank proposed, chartered and incorporated in America on December 31, 1781.
As part of a corporate reorganization in 1968, a predecessor of First Union National Bank and First Union Mortgage Corporation, a mortgage banking firm acquired in 1964 became subsidiaries of First Union Corp creating the structure the bank utilized until the 2001 merger.
Starting in 1985, with the Supreme Court decision upholding regional interstate banking legislation, First Union focused on an aggressive growth strategy and from 1985 through the merger with Wachovia in 2001, First Union completed over 90 banking-related acquisitions, 50 of which were completed between 1985 and 1995.
Core States traced its history to 1781 and the Bank of North America, the first bank chartered in the United States. Once the merger was accomplished, First Union began to claim 1781 as its founding date. Wachovia still operates The Bank of North America's first branch, opened in 1782, which is now the longest continuously operated branch in America.
The acquisition of Core States brought problems with it. Many of these problems arose when First Union attempted a too rapid integration of CoreStates' systems into First Union's. Initially, CoreStates tellers received insufficient training with the new systems and the two systems were unable to communicate with each other. This led to problems with account access and with payments not being correctly applied to loans.
On June 30, 1998, First Union paid $2.1 billion for The Money Store by Rorich ford, a loan outfit known for their commercials featuring Baseball Hall of Fame shortstop Phil Rizzuto and pitcher Jim Palmer. Two years later, it closed the unit, writing off $1.7 billion.
Legacy Wachovia Corporation began in 1879 in Winston-Salem, North Carolina as the Wachovia National Bank. In 1911, the bank merged with Wachovia Loan and Trust, which had been founded in 1893. Wachovia grew to become one of the largest banks in the Southeast partly on the strength of its accounts from the R.J. Reynolds Tobacco Company, which was also headquartered in Winston-Salem. On December 12, 1986, Wachovia purchased First Atlanta. Founded as Atlanta National Bank on September 14, 1865, and later renamed to First National Bank of Atlanta, this institution was the oldest national bank in Atlanta. This purchase made legacy Wachovia one of the few companies with dual headquarters: one in Winston-Salem and one in Atlanta. In 1998, legacy Wachovia acquired two Virginia-based banks, Jefferson National Bank and Central Fidelity Bank. In 1997, Wachovia acquired both 1st United Bancorp and American Bankshares Inc, giving its first entry into Florida. In 2000, legacy Wachovia made its final purchase, which was Republic Security Bank. Legacy Wachovia ceased to exist when First Union purchased the company in 2001.
On April 16, 2001, Charlotte-based First Union Corporation announced it would merge with Winston-Salem based Wachovia Corporation. As an important part of the deal, First Union would shed its name and assumed the Wachovia identity and stock ticker (NYSE: WB).
This merger was viewed with great surprise by the financial press and security analysts. While Wachovia had been viewed as an acquisition candidate after running into problems with earnings and credit quality in 2000, the suitor shocked analysts as many speculated that Wachovia would be sold to SunTrust.
The deal met with skepticism and criticism. Analysts, remembering the problems with the CoreStates acquisition, were concerned First Union's ability to merge with another large company. Winston-Salem's citizens and politicians suffered a blow to their civic pride because Wachovia's corporate headquarters would move to Charlotte, a larger city than Winston-Salem. The city of Winston-Salem was concerned both by job losses and the loss of stature from losing a major corporate headquarters. First Union was concerned by the potential deposit attrition and customer loss in the city. First Union responded to these concerns by placing the wealth management and Carolinas-region headquarters in Winston-Salem.
On May 14, 2001, Atlanta-based SunTrust announced a rival takeover bid for Wachovia, the first hostile takeover attempt in the banking sector in many years. In its effort to make the deal appeal to investors, SunTrust argued that it would provide a smoother transition than First Union and offered a higher cash price for Wachovia stock than First Union.
Wachovia's board of directors rejected SunTrust's offer and supported the merger with First Union. SunTrust continued its hostile takeover attempt, leading to a bitter battle over the summer between SunTrust and First Union. Both banks increased their offers for Wachovia, took out newspaper ads, mailed letters to shareholders, and initiated court battles to challenge each other's takeover bids. On August 3, 2001, Wachovia shareholders approved the First Union deal, rejecting SunTrust's attempts to elect a new board of directors for Wachovia and ending SunTrust's hostile takeover attempt.
Another problem concerned each bank's credit card division. In April 2001, Wachovia agreed to sell its $8 billion credit card portfolio to Bank One. The cards, which would have still been branded as Wachovia, would have been issued through Bank One's First USA division. First Union had sold its credit card portfolio to MBNA in August 2000. After entering into negotiations, the new Wachovia agreed to buy back its portfolio from Bank One in September 2001 and resell it to MBNA. Wachovia paid Bank One a $350 million termination fee.
On September 4, 2001, First Union and Wachovia officially merged to form the new Wachovia Corporation, though First Union was the surviving entity. In order to prevent a repeat of the CoreStates problems, the new Wachovia took its time phasing-in the conversion of legacy Wachovia computer systems to First Union systems. The company first began converting systems in the southeast United States (where both banks had branches), before moving to the Northeast, where First Union branches only had to change their signs to reflect the new company name and logo. This process officially ended on August 18, 2003, almost 2 years after the merger took place.
In comparison to the CoreStates purchase, the merger of First Union and Wachovia was billed as a success by analysts. The company's deliberate pace of conversion seems to have prevented any large-scale customer attrition. In fact, every year since the merger, Wachovia has been ranked number one in customer satisfaction among major banks by the University of Michigan's annual American Customer Satisfaction Index.
When Wachovia and First Union merged, Charlotte, North Carolina's One, Two, Three, and Four First Union buildings became One, Two, Three, and Four, Wachovia Center (respectively), and the 55-story First Union Financial Center in downtown Miami became the Wachovia Financial Center. The merger also affected the names of the indoor professional sports arenas in Philadelphia and Wilkes-Barre, Pennsylvania. Formerly known as the First Union Center and the First Union Spectrum (both Philadelphia) and First Union Arena (Wilkes-Barre), they are now the Wachovia Center, Wachovia Spectrum, and Wachovia Arena at Casey Plaza, respectively.
The following is an illustration of the company's major mergers and acquisitions and historical predecessors (up to the Wachovia and First Union merger of 2001). The list is not comprehensive.
Between 2001 and 2006, Wachovia bought several other financial services companies in an attempt to become a national bank and comprehensive financial services company.
Wachovia Securities and the Prudential Securities Division of Prudential Financial, Inc. combined to form Wachovia Securities LLC on July 1, 2003. Wachovia owns 62% of this entity, while Prudential Financial owns the remaining 38%. At the time, the new firm had client assets of $532.1 billion, making it the nation's third largest full service retail brokerage firm based on assets.
Michael Serricchio, a broker for Prudential Securities, was called to active duty in the Air Force reserve in September 2001. At the time, he was handling about 250 accounts with assets totaling $15 million and earning $80000 a year. He was not offered his old position back after his military stint was over, instead being given a job to make cold calls for a $2,000-a-month advance on his commissions. Wachovia also shuffled all of Serricchio's clients away, leaving him with just 4. He sued Wachovia, who had purchased Prudential Securities. A jury found that Wachovia had breached the Uniformed Services Employment and Re-employment Rights Act by intentionally making Serricchio an offer that they knew that he would reject.
On October 22, 2003, Wachovia announced it would acquire Metropolitan West Securities, an affiliate company of Metropolitan West Financial. This acquisition added a portfolio of over $50 billion of securities on loan to the Wachovia Global Securities Lending division.
On November 1, 2004, Wachovia completed the acquisition of Birmingham, Alabama-based SouthTrust Corporation, a transaction valued at $14.3 billion. The merger created the largest bank in the southeast United States, the fourth largest bank in terms of holdings, and the second largest in terms of number of branches. Integration was completed by the end of 2005.
In June 2005, Wachovia negotiated to purchase monoline credit card company MBNA. However, the deal fell through when Wachovia balked at MBNA's purchase price. Within a week of the deal's collapse, MBNA entered into an agreement to be purchased by Wachovia's chief rival, Bank of America. Wachovia received $100 million out of this deal, the result of an agreement Wachovia predecessor First Union made in 2000 when it sold its credit card portfolio to MBNA. This agreement required MBNA to pay this sum if it were ever sold to a competitor. In late 2005 Wachovia announced that it would end its relationship with MBNA and start up its own credit card division so that the bank could issue its own Visa cards
Westcorp, Western Financial Bank's parent company, WFS Financial Inc. and Wachovia announced a proposed acquisition by Wachovia in September 2005. Westcorp and WFS Financial Inc. shareholders approved the acquisition on Jan. 6, 2006 and on March 1, 2006, the merger was complete. This acquisition made Wachovia the ninth largest auto finance lender in the competitive U.S. auto finance market and provided Wachovia with a small retail and commercial banking presence in Southern California. On February 12, 2007, the former 19 Western Financial Bank branches opened under the Wachovia name. These branches became the launching point for a much larger Wachovia presence in California with the acquisition and integration of World Savings Bank in 2007.
Wachovia agreed to purchase Golden West Financial for a little under $25.5 billion on May 7, 2006. This acquisition gave Wachovia an additional 285-branch network spanning 10 states. Wachovia greatly raised its profile in California, where Golden West held $32 billion in deposits and operated 123 branches.
Golden West, which operated branches under the name World Savings Bank, was the second largest savings and loan in the United States. The business was a small savings and loan in the San Francisco Bay area when it was purchased in 1963 for $4 million by Herbert and Marion Sandler. In 2006, Golden West Financial was named the "Most Admired Company" in the mortgage services business by Fortune magazine. By the time Wachovia announced its acquisition, Golden West had over $125 billion in assets and 11,600 employees. By October 2, 2006 Wachovia had closed the acquisition of Golden West Financial Corporation. The Sandlers agreed to remain on the board at Wachovia.
The Sandlers sold their firm at the top of the market, saying that they were growing older and wanted to devote themselves to philanthropy. A year earlier, in 2005, World Savings lending had started to slow, after more than quadrupling since 1998. Some current and former Wachovia officials say that the merger was agreed to in days and that it was impossible to conduct a thorough vetting of World Savings’ loans. They noted that the creditworthiness of World Savings borrowers edged down from 2004 to 2006, while Pick-A-Pay borrowers had credit scores well below the industry average for traditional loans. World Savings lending volume dipped again in 2006 shortly after the sale to Wachovia was initiated. This prompted World Savings to attract more borrowers by taking a step that some regulators were starting to frown upon, and which the company had been resisting for years: it allowed borrowers to make monthly payments based on an annual interest rate of just 1 percent. While World Savings continued to scrutinize borrowers’ ability to manage increased payments, the move to rock-bottom rates lured customers whose financial reliability was harder to verify. New York Times reporter Floyd Norris has called World Savings a "ticking timebomb" that created "zombie homeowners".
While Wachovia Chairman and CEO G. Kennedy "Ken" Thompson had described Golden West as a "crown jewel", investors did not react positively to the deal at the time. Analysts have since said that Wachovia purchased Golden West at the peak of the US housing boom. Golden West's mortage-related problems led to Wachovia suffering writedowns and losses that far exceeded the price paid in the acquisition, ending up in the fire-sale of Wachovia to Wells Fargo.
On May 31, 2007, Wachovia announced plans to purchase A. G. Edwards for $6.8 billion to create the United States' second largest retail brokerage firm. The acquisition closed on October 1, 2007. In early March 2008 Wachovia began to phase out the AG Edwards brand in favor of a unified Wachovia Securities.
Asset & Liability
Wachovia, excluding subsidiaries, was the fourth largest bank at the end of 2008.
Exposed to risky loans, such as adjustable rate mortgages acquired during the Golden West acquisition, Wachovia began to experience heavy losses in its loan portfolios during the subprime mortgage crisis.
In the first quarter of 2007, Wachovia reported $2.3 billion in earnings, including acquisitions and divestitures. However, in the second quarter of 2008, Wachovia reported a much larger than anticipated $8.9 billion loss.
On June 2, 2008, Wachovia chief executive officer Ken Thompson was forced to retire. He'd been head of Wachovia since 2000, while it was still known as First Union. The board replaced him on an interim basis with Chairman Lanty Smith. Smith had already replaced Thompson as chairman a month earlier.
After Steel took over, he insisted that Wachovia would stay independent. However, its stock price plunged 27 percent during trading on September 26 due to the seizure of Washington Mutual the previous night. On the same day, several businesses and institutional depositors withdrew money from their accounts in order to drop their balances below the $100,000 insured by the FDIC—an event known in banking circles as a "silent run." Ultimately, Wachovia lost a total of $5 billion in deposits that day—about one percent of the bank's total deposits. The large outflow of deposits attracted the attention of the Office of the Comptroller of the Currency, which regulates national banks. Federal regulators pressured Wachovia to put itself up for sale over the weekend. Had Wachovia failed, it would have been a severe drain on the FDIC's insurance fund due to its size (it operated one of the largest branch networks on the East Coast).
As business halted for the weekend, Wachovia was already in FDIC-brokered talks with Citigroup and Wells Fargo. Wells Fargo initially emerged as the frontrunner to acquire the ailing Wachovia's banking operations, but backed out due to concerns over Wachovia's commercial loans. With no deal in place as September 28 dawned, regulators were concerned that Wachovia wouldn't have enough short-term funding to open for business the next day. In order to obtain enough liquidity to do business, banks usually depend on short-term loans to each other. However, the markets had been so battered by a credit crisis related to the housing bubble that banks were skittish about making such loans. Under the circumstances, regulators feared that if customers pulled out more money, Wachovia wouldn't have enough liquidity to meet its obligations.
When FDIC Chairwoman Sheila Bair got word of Wachovia's situation, she decided to have the Comptroller of the Currency seize Wachovia's banking assets and place them under the receivership of the FDIC. The FDIC would then sell the assets to the highest bidder. Bair felt this would best protect the small banks. However, several Federal regulators, led by New York Fed President Tim Geithner, felt such a course would be politically unjustifiable so soon after WaMu's seizure.
After a round of mediation between Geithner and Bair, the FDIC declared that Wachovia was "systemically important" to the health of the economy, and thus could not be allowed to fail. It was the first time the FDIC had made such a determination since the passage of a 1991 law allowing the FDIC to handle large bank failures on short notice. Bair called Steel on September 28 and told him that the FDIC would be auctioning off Wachovia's banking assets.
That night, the FDIC decided to sell Wachovia's banking operations to Citigroup in an "open bank" transfer of ownership. The transaction would have been facilitated by the FDIC, with the concurrence of the Board of Governors of the Federal Reserve and the Secretary of the Treasury in consultation with the President. The FDIC's open bank assistance procedures normally require the FDIC to find the cheapest way to rescue a failing bank. However, when a bank is deemed "systemically important," the FDIC is allowed to bypass this requirement. Steel had little choice but to agree, and the decision was announced on the morning of September 29, roughly 45 minutes before the markets opened. From this point on, Citigroup became the source of liquidity allowing Wachovia to continue to operate until the acquisition was complete.
In its announcement, the FDIC stressed that Wachovia did not fail and was not placed into receivership. In addition, the FDIC said that the agency would absorb Citigroup's losses above $42 billion; Wachovia's loan portfolio is valued at $312 billion. In exchange for assuming this risk, the FDIC will receive $12 billion in preferred stock and warrants from Citigroup. The transaction would have been an all-stock transfer, with Wachovia Corporation stockholders to receive stock from Citigroup, valuing Wachovia stock at about one dollar per share for a total transaction value of about $2.16 billion. Citigroup will also assume Wachovia’s senior and subordinated debt. Citigroup intends to sell ten billion dollars of new stock on the open market to recapitalize its purchased banking operations. The proposed closing date for the Wachovia purchase was by the end of the year, 2008.
Wachovia expected to continue as a publicly traded company, retaining its retail brokerage arm, Wachovia Securities and Evergreen mutual funds. At the time, Wachovia Securities had 14,600 financial advisers and managed more than $1 trillion, third in the U.S. after Merrill Lynch and Citigroup's Smith Barney.
The announcement drew some criticism from Wachovia stockholders who felt the dollar-per-share price was too cheap. Some of them planned to try to defeat the deal when it came up for shareholder approval. However, institutional investors such as mutual funds and pension funds controlled 73 percent of Wachovia's stock; individual stockholders would have had to garner a significant amount of support from institutional shareholders to derail the sale. Also, several experts in corporate dealmaking told The Charlotte Observer that such a strategy is very risky since federal regulators helped broker the deal. One financial expert told the Observer that if Wachovia's shareholders voted the deal down, the OCC could have simply seized Wachovia and placed it into the receivership of the FDIC, which would then sell it to Citigroup. Had this happened, Wachovia's shareholders risked being completely wiped out.
Though Citigroup was providing the liquidity that allowed Wachovia to continue to operate, Wells Fargo and Wachovia announced on October 3, 2008 they had agreed to merge in an all-stock transaction requiring no FDIC involvement, apparently nullifying the Citigroup deal. Wells Fargo announced it had agreed to acquire all of Wachovia for $15.1 billion in stock. Wachovia preferred the Wells Fargo deal, as it would be worth more than the Citigroup deal and kept all of its businesses intact. Also, there is far less overlap between the banks, as Wells Fargo is dominant in the West and Midwest compared to the redundant footprint of Wachovia and Citibank along the East Coast and South. Both companies' boards unanimously approved the merger on the night of October 2.
Citigroup explored their legal options and demanded that Wachovia and Wells Fargo cease discussions, claiming that Wells Fargo engaged in "tortious interference" with an exclusivity agreement between Citigroup and Wachovia. That agreement states in part that until October 6, 2008 "Wachovia shall not, and shall not permit any of its subsidiaries or any of its or their respective officers, directors, [...] to [...] take any action to facilitate or encourage the submission of any Acquisition Proposal.".
Citigroup convinced Judge Charles E. Ramos of the New York State Supreme Court to grant a preliminary injunction temporarily blocking the Wells Fargo deal. This ruling was later overturned by Judge James M. McGuire of the New York State Court of Appeals, partly because he believed Ramos did not have the right to rule on the case in Connecticut.
On October 9, 2008, Citigroup abandoned their attempt to purchase Wachovia's banking assets, allowing the Wachovia-Wells Fargo merger to go through. However, Citigroup is still pursuing its $60 billion claims, $20 billion in compensatory and $40 billion in punitive damages, against Wachovia and Wells Fargo for alleged violations of the exclusivity agreement. Citigroup may have been pressured by regulators to back out of the deal; Bair endorsed Wells Fargo's bid because it removed the FDIC from the picture. Geithner was furious, claiming that the FDIC's reversal would undermine the government's ability to quickly rescue failing banks. However, Geithner's colleagues at the Fed were not willing to take responsibility for selling Wachovia.
The Federal Reserve unanimously approved the merger with Wells Fargo on October 12, 2008. The merger is, however, contingent on certain conditions, that the Federal Reserve has yet to announce.
The combined company will be headquartered in San Francisco, home to Wells Fargo. However, Charlotte will be the headquarters for the combined company's East Coast banking operations, and Wachovia Securities will remain in St. Louis. Three members of the Wachovia board will join the Wells Fargo board. It will be the largest bank branch network in the United States.
In filings unsealed two days before the merger approval in a New York federal court, Citigroup argued that its deal was better for U.S taxpayers and Wachovia shareholders. They said that they had exposed themselves to "substantial economic risk" by stating their intent to rescue Wachovia after less than 72 hours of due diligence. Citigroup had obtained an exclusive agreement in order to protect itself. Wachovia suffered a $23.9 billion loss in the third quarter.
Wells Fargo's purchase of Wachovia closed on December 31, 2008.
Michael Serricchio, a broker for Prudential Securities, was called to active duty in the Air Force reserve, but was not offered his old position back after his military stint was over. He sued Wachovia, who had purchased Prudential. A jury found that Wachovia had breached the Uniformed Services Employment and Re-employment Rights Act by intentionally making Serricchio an offer that they knew that he would reject.
A May 2007 New York Times article described Wachovia's negligence in screening or taking action against companies connected to identity theft. These companies used stolen identities to remove funds from personal Wachovia bank accounts via unsigned checks. The article goes on to say "In all, Wachovia accepted $142 million of unsigned checks from companies that made unauthorized withdrawals from thousands of accounts, federal prosecutors say. Wachovia collected millions of dollars in fees from those companies, even as it failed to act on warnings, according to records." Furthermore, the article adds "In a lawsuit filed last year, the United States attorney in Philadelphia said Wachovia received thousands of warnings that it was processing fraudulent checks, but ignored them."
On April 25, 2008, Wachovia agreed to pay up to $144 million to end the investigation without admitting wrongdoing. The investigation found that Wachovia had failed to conduct suitable due diligence, and that it would have discovered the thefts if it had followed normal procedures. The penalty is one of the largest ever demanded by the Office of the Comptroller of the Currency.
In April 2008 Wachovia was investigated by United States federal prosecutors as part of a probe into drug money laundering by Mexican and Colombian money-transferring firms. The investigation of the alleged laundering also included other large U.S. banks. Meanwhile at the same time Wachovia announced a $144 million settlement for federal charges that it had failed to stop telemarketers from taking advantage of thousands of elderly consumers.