美聯銀行
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2008年9月29日，美國花旗集團宣佈，該公司已在聯邦儲蓄保險公司的協助下與原美國第四大商業銀行美聯銀行達成原則性收購協議，花旗集團將以總價530億美元的價格收購後者。根據協議，花旗以換股以及購買對方債務的方式收購美聯銀行，花旗將支付給美聯銀行21.6億股股票。美國聯邦儲蓄保險公司將為花旗的收購提供保護。[1]2008年10月04日Wachovia Corp.同意作價154億美元將自身出售給富國銀行(Wells Fargo & Co.)，此項交易無需政府幫助。這一交易的達成使此前在聯邦政府支持下的花旗集團收購案破裂。[2]
美聯銀行(Wachovia Corporation）目前是美國第四大銀行，總資產為7830億美元（ 2007年），總部位於北卡羅來納州夏洛特。美國銀行業目前名列前三位的銀行分別是花旗銀行、摩根大通和美國銀行。
美聯銀行（紐約證券交易所代碼：WB）是美國最大的多樣化金融服務公司之一，向1340萬個家庭和企業客戶提供銀行業務、資產管理、財富管理、企業及投資銀行業務產品及服務。美聯銀行作為Wachovia Bank在15個州（從康涅狄格州到佛羅里達、西到得克薩斯州）的3,131個辦事處運營，在兼併整合活動完成前，該公司作為加州 Western Financial Bank 運營。美聯銀行證券品牌名下運營的兩個核心業務包括：在49個州和6個拉丁美洲國家中的零售代理業務，以及在美國精選行業中的企業及投資銀行業務。在全球，美聯銀行通過40多個國際辦事處為客戶服務。
Wachovia Corporation (NYSE: WB), based in Charlotte, North Carolina, is a diversified financial services holding company provided via its operating subsidiaries 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.[3] It also serves 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. Wachovia provides global services through more than 40 offices around the world. Presently it is the fourth-largest bank holding company in the United States based on total assets.
On September 29, 2008, Wachovia announced its intention to sell its banking operations to Citigroup for $2.2 billion in an open bank transaction facilitated by the Federal Deposit Insurance Corporation; according to the FDIC, Wachovia "did not fail." Wachovia would have continued to operate as a separate, publicly traded company as the owner of Wachovia Securities, AG Edwards and Evergreen Investments.
On October 3, 2008, Wells Fargo and Wachovia announced 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 Wachovia for $15.1 billion in stock. Wachovia prefers the Wells Fargo deal, as it is a much higher valuation than the Citigroup deal, and it keeps the banking and brokerage businesses together. Citigroup is exploring their legal options, demanding that Wachovia and Wells Fargo cease discussions, citing an exclusivity agreement between Citigroup and Wachovia. The deal still requires shareholder and regulatory approval.
On October 4, 2008 a New York judge issued a temporary injunction blocking the transaction from going forward while the situation is sorted out.Wachovia is contending that the injunction does not have "any effect on the validity of the Wells Fargo agreement with Wachovia."
Wachovia is divided into four divisions: General Bank, Wealth Management, Capital Management, and Corporate and Investment Banking.
The general bank services retail, small business and commercial customers. The bank is number two by national deposit market share. Wealth management serves the high net worth, personal trust, and insurance business. Wachovia is the fourth largest wealth manager in the United States. Capital management provides asset management, retirement, and retail brokerage services. Wachovia is currently the third largest full service retail brokerage house. The corporate and investment bank is a fully integrated capital raising, market making, and financial advisory services bank.
Origin of corporate name
Wachovia, pronounced [wəˈkoʊvijə] (wah-KO-vee-yah), has its origins in the Latin form of the Austrian name Wachau.[3] 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.[3] The area formerly known as Wachovia now makes up most of Forsyth County, and the largest city is now Winston-Salem.
Today's Wachovia Corporation was originally created by the merger of the legacy Wachovia Corporation and First Union Corporation. While the transaction was billed as a union of equals, the transaction was actually a purchase of the legacy Wachovia by Charlotte-based First Union. First Union then took the Wachovia name.
Wachovia National Bank
Legacy Wachovia Corporation traced its history to 1879, when it was established as the Wachovia National Bank in Winston-Salem, North Carolina. The bank merged with Wachovia Loan and Trust (founded 1893) in 1911 and remained located 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.
First Union
First Union Corporation had its beginning as Union National Bank on June 2, 1908. The bank merged with First National Bank and Trust Company of Asheville in 1958 to become the First Union National Bank of North Carolina.Over subsequent decades, but particularly during the 1990s, First Union purchased over 80 other banks before purchasing Wachovia.
CoreStates Financial purchase
CoreStates Financial Corporation, headquartered in Philadelphia, was acquired by First Union in April 1998. At the time, this was the largest merger in US banking history. The company traced its history to 1781, when the first bank in the United States was chartered as Bank of North America.
After the First Union-CoreStates merger, First Union began claiming a 1781 founding date. The Bank of North America's first branch, opened in 1782, is still operated by Wachovia today, making it the longest continuously operated branch in America.[4]
This acquisition was burdened with many problems. Many of these problems arose when First Union attempted to rapidly integrate CoreStates' systems into First Union's. CoreStates tellers did not receive sufficient training with the new systems and First Union and CoreStates' systems were unable to communicate with each other. This led to such problems as account access issues and payments not being correctly applied to loans.
The Money Store
On June 30, 1998, First Union paid $2.1 billion for The Money Store, a loan outfit known for their commercials featuring Baseball Hall of Fame shortstop Phil Rizutto and pitcher Jim Palmer. Two years later, it closed the unit, writing off $1.7 billion.
Merger of First Union and Wachovia
On April 16, 2001, Charlotte based First Union Corporation announced it would merge with Winston-Salem based Wachovia Corporation. This 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.
As an important part of the deal, First Union would shed its name and assumed the Wachovia identity and stock ticker. Analysts said this move was most likely to help First Union acquire a new identity, as Wachovia's reputation was far better with consumers than First Union. At the same time, Wachovia's name and corporate identity would survive.
The deal was met with criticism and doubt by several groups. Analysts were concerned of First Union's ability to merge with another large company because of the CoreStates deal. Citizens and politicians of Winston-Salem suffered from a hurt of their civic pride because the city would lose Wachovia's corporate headquarters to Charlotte, partly because Winston-Salem is a much smaller city than Charlotte. The city of Winston-Salem was concerned both by job losses by the move and the loss of stature from losing a corporation. First Union was alarmed by the potential deposit attrition and customer loss in the city.[5]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 pledged to continue its merger with First Union. SunTrust continued its hostile takeover attempt, and a bitter battle between SunTrust and First Union took place over the summer. 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. They rejected SunTrust's attempts to elect a new board of directors for Wachovia, and thus, ended 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. In order to prevent a repeat of the CoreStates fiasco, the new Wachovia took a deliberately long period of time to combine the banking operations of the new company. Over a period of several years, legacy Wachovia computer systems were converted 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 has been a success. The company's slow strategy to combine seems to have prevented large customer attrition rates. 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, the multiple skyscrapers with First Union's name came under Wachovia's name. 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 known as the Wachovia Center, Wachovia Spectrum, and Wachovia Arena at Casey Plaza.
Prudential Securities
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 38%.
Metropolitan West Securities
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 banking competitor SouthTrust Corporation, a transaction valued at $14.3 billion. The merger created the largest bank in the southeast United States, and 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.[6][7]
Wachovia expected to continue as a publicly traded company and would retain its retail brokerage and Evergreen asset management subsidiaries.
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 control 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 Observer that such a strategy is very risky since federal regulators helped broker the deal. A finance professor at the University of North Carolina at Charlotte told the Observer that if Wachovia's shareholders voted the deal down, the OCC could simply seize Wachovia and place it into the receivership of the FDIC, which would then sell it to Citigroup. If this were to happen, the professor said, Wachovia's shareholders risk being completely wiped out.
Proposed merger with Wells Fargo
On October 3, Wachovia announced the entire company would instead be merging with Wells Fargo. Wells Fargo will pay $15.1 billion--roughly $7 per share--to buy Wachovia. Unlike the Citigroup deal, the Wells Fargo deal will require no assistance from the federal government. 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. Both companies' boards unanimously approved the merger on the night of October 2, but the deal must still be approved by the shareholders of both companies as well as regulators. [8]Citigroup has already taken measures to stop the Wells Fargo-Wachovia merger, claiming that Wells Fargo has engaged in "tortious interference" with an exclusivity agreement between Citigroup and Wachovia. That agreement states in part that until October 6, 2008 "Wachova 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."
美聯銀行企業及投資銀行集團為上市和非上市公司、機構投資者、金融機構和擔保人社區提供全套產品和服務。投資銀行和全球市場業務（固定收益、證券和研究）在美聯銀行證券 (Wachovia Securities) 品牌下運營，通過提供全面的咨詢、籌資、構建、研究和執行服務，該業務已成為資本市場的全球主力軍。美聯銀行企業及投資銀行還包括美國第三大理財服務公司以及一流的基於資產的貸款和全球代理行服務。該公司建基於鼓勵向所有客戶提供創新思想、資本解決方案和富有經驗的意見的具有凝聚力的文化上。
美聯銀行證券是美聯銀行及其子公司旗下公司、投資銀行、資本市場和機構證券業務的交易名稱。這些業務通過下列機構運營：Wachovia Capital Markets, LLC (WCM)、全美證券交易商協會 (NASD) 成員、紐約證券交易所 (NYSE) 和美國證券投資者保護基金 (SIPC)、金融服務局 (Financial Services Authority) 在英國批准和管制的 Wachovia Securities International Limited 以及美聯銀行旗下其他銀行和非銀行經紀人/代理商子公司（包括在香港獲批有限制牌照銀行並受香港金融管理局 (Hong Kong Monetary Authority) 管制的 Wachovia Bank, National Association）。
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