Morgan Stanley (MS:US) may have avoided paying Citigroup Inc. (C:US) hundreds of millions of dollars more for the remaining stake in their Smith Barney joint venture by fixing a price just before the brokerage’s profit surged.
Morgan Stanley’s wealth-management division, the bulk of which is the brokerage venture formed in 2009, more than doubled fourth-quarter net income to $385 million, helping the company beat analysts’ estimates and sending the stock (MS:US) up 7.9 percent yesterday. The wealth business surpassed a profit-margin target six months ahead of schedule.
Morgan Stanley Chief Executive Officer James Gorman and former Citigroup CEO Vikram Pandit agreed in September to value the brokerage at $13.5 billion -- fixing the price for a 14 percent stake that Morgan Stanley was buying at the time, and for the final 35 percent piece. Citigroup had previously appraised the unit at $22 billion while tagging it for disposal with other unwanted assets in its Citi Holdings division.
“Morgan Stanley really took them to the cleaners,” said David Trone, a JMP Securities LLC analyst. “Citi’s decision to just get it over with was a function of them wanting to get Citi Holdings closed up as quickly as they could. Personally, I wouldn’t have sold the last tranche at the same price.”
The joint venture was known as Morgan Stanley Smith Barney until last year. Its acquisition has built Morgan Stanley’s wealth-management division into the world’s largest brokerage, with 16,780 financial advisers at the end of 2012.
The $13.5 billion valuation equated to 9.8 times the division’s pretax income over the 12 months ended in June. If that same multiple were placed on 2012 pretax income, the brokerage’s value would rise to $15.7 billion, driving up the price for Citigroup’s remaining stake by $770 million. Trone estimates the brokerage’s true value is more than $20 billion.
Gorman, 54, announced yesterday that New York-based Morgan Stanley asked the Federal Reserve for approval to speed up the purchase of the final piece. He laid out a plan to improve the company’s return on equity that depends on buying the rest of the brokerage and improving margins in the business.
“Morgan Stanley is going to be a better version of the old Merrill Lynch,” once the world’s largest brokerage, said Brad Hintz, an analyst at Sanford C. Bernstein & Co., in a Bloomberg Radio interview. “Merrill Lynch as a stock outperformed when the retail investor came flowing back.”
Mark Costiglio, a spokesman at New York-based Citigroup, and Jim Wiggins at Morgan Stanley declined to comment on the valuation.
Citigroup’s board of directors ousted Pandit, 56, in October after concluding that he had mismanaged operations, causing setbacks with regulators and costing credibility with investors, a person with knowledge of the discussions said at the time. Pandit’s oversight of the unit’s valuation contributed to the decision, according to the person. Before joining Citigroup, he had spent 22 years at Morgan Stanley.
Morgan Stanley’s wealth-management unit had a pretax margin of 17 percent in the fourth quarter. The firm previously said it aimed to reach the “mid-teens” six months from now.
The joint venture’s contract between Citigroup and Morgan Stanley had called for the brokerage’s value to be calculated as if it were a public company on the day Morgan Stanley exercised an option to buy a 14 percent stake. The investment bank invoked that right on June 1, the day that the Standard & Poor’s 500 Financials Index fell the most last year.
Perella Weinberg Partners LP, the New York-based investment bank, was hired to provide an independent appraisal after the two firms submitted estimates that were more than $13 billion apart. Perella delivered a valuation below $13.5 billion that would be used for the 14 percent stake, people with direct knowledge of the matter said at the time. That sparked a deal between Gorman and Pandit that raised and locked in the price for that sale and for the remaining 35 percent.
The negotiations took place after years of disappointment. Shortly after becoming CEO in 2010, Gorman set pretax margin goals for the wealth-management division, targeting 15 percent for that year and 20 percent by the end of 2011. The business later fell short as the brokerage’s integration took longer than initially planned. While the banks wrangled over the valuation last year, brokers complained about glitches and more cumbersome processes after technology was combined.
Morgan Stanley “took a lot of the pain with struggling with revenues, trying to get the business fixed, and the stock being disappointing for shareholders” in the years before the price was set, said Shannon Stemm, an analyst with Edward Jones & Co. in St. Louis.
Annualized revenue per adviser topped $800,000 last quarter, the first time since the joint venture was formed. Morgan Stanley also had $3.7 billion of inflows into fee-based accounts, bringing assets in those accounts to $573 billion, up $88 billion from a year earlier as the firm makes progress toward Fleming’s goal of $1 trillion.
Morgan Stanley Chief Financial Officer Ruth Porat, 55, said the wealth management division’s results were helped by lower- than-normal compensation costs, which were 57 percent of revenue instead of the 60 percent investors should expect. At 60 percent, the margin would have been 14 percent.
Still, Trone said the margin will probably continue to increase to 20 percent as market activity and interest rates rise.
“We’re starting to see the margin move,” Trone said. “Two years from now, everyone will be saying what an awesome, valuable property this is.”
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