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Wachovia was a diversified
financial services Financial services are the economic services provided by the finance industry, which encompasses a broad range of businesses that manage money, including credit unions, banks, credit-card companies, insurance companies, accountancy companies, ...
company based in
Charlotte, North Carolina Charlotte ( ) is the most populous city in the U.S. state of North Carolina. Located in the Piedmont region, it is the county seat of Mecklenburg County. The population was 874,579 at the 2020 census, making Charlotte the 16th-most popu ...
. Before its acquisition by Wells Fargo and Company in 2008, Wachovia was the fourth-largest
bank holding company A bank holding company is a company that controls one or more banks, but does not necessarily engage in banking itself. The compound bancorp (''banc''/''bank'' + '' corp ration') is often used to refer to these companies as well. United States ...
in the United States, based on total assets. Wachovia provided a broad range of banking,
asset management Asset management is a systematic approach to the governance and realization of value from the things that a group or entity is responsible for, over their whole life cycles. It may apply both to tangible assets (physical objects such as buildings ...
,
wealth management Wealth management (WM) or wealth management advisory (WMA) is an investment advisory service that provides financial management and wealth advisory services to a wide array of clients ranging from affluent to high-net-worth (HNW) and ultra-high ...
, and corporate and
investment banking Investment banking pertains to certain activities of a financial services company or a corporate division that consist in advisory-based financial transactions on behalf of individuals, corporations, and governments. Traditionally associated with ...
products and services. At its height, it was 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 Connecticut () is the southernmost state in the New England region of the Northeastern United States. It is bordered by Rhode Island to the east, Massachusetts to the north, New York (state), New York to the west, and Long Island Sound to the ...
to
Florida Florida is a state located in the Southeastern region of the United States. Florida is bordered to the west by the Gulf of Mexico, to the northwest by Alabama, to the north by Georgia, to the east by the Bahamas and Atlantic Ocean, and ...
and west to
California California is a state in the Western United States, located along the Pacific Coast. With nearly 39.2million residents across a total area of approximately , it is the most populous U.S. state and the 3rd largest by area. It is also the m ...
. Wachovia provided global services through more than 40 offices around the world. The acquisition of Wachovia by Wells Fargo was completed on December 31, 2008, after a government-forced sale to avoid Wachovia's failure. The Wachovia brand was absorbed into the Wells Fargo brand in a process that lasted three years. On October 15, 2011, the last Wachovia branches in
North Carolina North Carolina () is a U.S. state, state in the Southeastern United States, Southeastern region of the United States. The state is the List of U.S. states and territories by area, 28th largest and List of states and territories of the United ...
were converted to Wells Fargo.


Business lines

Wachovia was the product of a 2001 merger between the original Wachovia Corporation, based in
Winston-Salem, North Carolina Winston-Salem is a city and the county seat of Forsyth County, North Carolina, United States. In the 2020 United States census, 2020 census, the population was 249,545, making it the second-largest municipality in the Piedmont Triad region, the Li ...
; and Charlotte-based
First Union Corporation First Union Corporation was a bank holding company that provided commercial and retail banking services in eleven states in the eastern U.S. First Union also provided various other financial services, including mortgage banking, credit card, inv ...
. The company was organized into four divisions: General Bank (retail, small business, and commercial customers), Wealth Management (high-net-worth, personal trust, and insurance business), Capital Management (asset management, retirement, and retail brokerage services), and Corporate and Investment Bank (capital markets, investment banking, and financial advisory). It served retail brokerage clients under the name
Wachovia Securities Wachovia Securities was the trade name of Wachovia's retail brokerage and institutional capital markets and investment banking subsidiaries. Following Wachovia's merger with Wells Fargo and Company on December 31, 2008, the retail brokerage beca ...
nationwide as well as in six
Latin America Latin America or * french: Amérique Latine, link=no * ht, Amerik Latin, link=no * pt, América Latina, link=no, name=a, sometimes referred to as LatAm is a large cultural region in the Americas where Romance languages — languages derived ...
n 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. Calibre was an independent consultant that was hired by Wachovia for the Family Wealth Group to research managers. The group no longer uses Calibre. The company's corporate and institutional capital markets and investment banking groups operated under the Wachovia Securities brand, while its asset management group operated under the
Evergreen Investments Evergreen Investments was the investment management business of Wachovia. The brand was merged into ''Wells Fargo Advantage Funds'' and subsequently phased out following Wells Fargo's acquisition of Wachovia. The brand was officially retired o ...
brand until 2010, when the Evergreen fund family merged with Wells Fargo Advantage Funds, and institutional and high-net-worth products merged with Wells Capital Management and its affiliates. Wachovia's
private equity In the field of finance, the term private equity (PE) refers to investment funds, usually limited partnerships (LP), which buy and restructure financially weak companies that produce goods and provide services. A private-equity fund is both a t ...
arm operated as
Wachovia Capital Partners Pamlico Capital, which was formerly called First Union Capital Partners and then Wachovia Capital Partners, is an independent private equity firm focused on growth capital and leveraged buyout investments in middle-market companies in the busines ...
. Additionally, the
asset-based lending Asset-based lending is any kind of lending secured by an asset. This means, if the loan is not repaid, the asset is taken. In this sense, a mortgage is an example of an asset-based loan. More commonly however, the phrase is used to describe lending ...
group operated as Wachovia Capital Finance.


Origin of corporate name

''Wachovia'' ( ) has its origins in the
Latin Latin (, or , ) is a classical language belonging to the Italic languages, Italic branch of the Indo-European languages. Latin was originally a dialect spoken in the lower Tiber area (then known as Latium) around present-day Rome, but through ...
form of the Austrian name ''
Wachau The Wachau () is an Austrian valley with a picturesque landscape formed by the Danube river. It is one of the most prominent tourist destinations of Lower Austria, located midway between the towns of Melk and Krems that also attracts "connois ...
''. 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 Danube ( ; ) is a river that was once a long-standing frontier of the Roman Empire and today connects 10 European countries, running through their territories or being a border. Originating in Germany, the Danube flows southeast for , pa ...
. The area formerly known as Wachovia now makes up most of Forsyth County, and the largest city is now Winston-Salem.


First Union

First Union was founded as Union 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, North Carolina Asheville ( ) is a city in, and the county seat of, Buncombe County, North Carolina. Located at the confluence of the French Broad and Swannanoa rivers, it is the largest city in Western North Carolina, and the state's 11th-most populous cit ...
, in 1958 to become First Union National Bank of North Carolina. First Union Corporation was incorporated in 1967. By the 1990s, it had grown into a Southern regional powerhouse in a strategy mirroring its longtime rival on Tryon Street in Charlotte, NCNB (later
NationsBank NationsBank was one of the largest banking corporations in the United States, based in Charlotte, North Carolina. The company named NationsBank was formed through the merger of several other banks in 1991, and prior to that had been through mul ...
and now
Bank of America The Bank of America Corporation (often abbreviated BofA or BoA) is an American multinational investment bank and financial services holding company headquartered at the Bank of America Corporate Center in Charlotte, North Carolina. The bank ...
). In 1995, however, it acquired First Fidelity Bancorporation of
Newark, New Jersey Newark ( , ) is the List of municipalities in New Jersey, most populous City (New Jersey), city in the U.S. state of New Jersey and the county seat, seat of Essex County, New Jersey, Essex County and the second largest city within the New Yo ...
; at one stroke becoming a major player in the Northeast. Its Northeastern footprint grew even larger in 1998, when it acquired CoreStates Financial Corporation of
Philadelphia Philadelphia, often called Philly, is the largest city in the Commonwealth of Pennsylvania, the sixth-largest city in the U.S., the second-largest city in both the Northeast megalopolis and Mid-Atlantic regions after New York City. Since ...
. One of CoreStates' predecessors, the
Bank of North America The Bank of North America was the first chartered bank in the United States, and served as the country's first ''de facto'' central bank. Chartered by the Congress of the Confederation on May 26, 1781, and opened in Philadelphia on January 7, 17 ...
, had been the first bank proposed, chartered and incorporated in America on December 31, 1781. A former Bank of North America branch in Philadelphia remains in operation today as a Wells Fargo branch


Wachovia

Wachovia Corporation began on June 16, 1879 in Winston-Salem, North Carolina as the Wachovia National Bank. The bank was co-founded by James Alexander Gray and William Lemly. In 1911, the bank merged with Wachovia Loan and
Trust Company A trust company is a corporation that acts as a fiduciary, trustee or agent of trusts and agencies. A professional trust company may be independently owned or owned by, for example, a bank or a law firm, and which specializes in being a trust ...
, "the largest trust company between
Baltimore Baltimore ( , locally: or ) is the most populous city in the U.S. state of Maryland, fourth most populous city in the Mid-Atlantic, and the 30th most populous city in the United States with a population of 585,708 in 2020. Baltimore was ...
and
New Orleans New Orleans ( , ,New Orleans
", which had been founded on June 15, 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 Wachovia one of the few companies with dual headquarters: one in Winston-Salem and one in Atlanta. In 1991, Wachovia entered the South Carolina market by acquiring South Carolina National Corporation, founded as the Bank of Charleston in 1834. In 1998, 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 Florida is a state located in the Southeastern region of the United States. Florida is bordered to the west by the Gulf of Mexico, to the northwest by Alabama, to the north by Georgia, to the east by the Bahamas and Atlantic Ocean, and ...
. In 2000, Wachovia made its final purchase, which was Republic Security Bank.


Merger of First Union and Wachovia

On April 16, 2001, First Union announced it would acquire Wachovia, through the exchange of approximately $13.4 billion in First Union stock. First Union offered two of its shares for each Wachovia share outstanding. The announcement was made by Wachovia chairman L.M. "Bud" Baker Jr. and First Union chairman
Ken Thompson Kenneth Lane Thompson (born February 4, 1943) is an American pioneer of computer science. Thompson worked at Bell Labs for most of his career where he designed and implemented the original Unix operating system. He also invented the B programmi ...
. Baker would become chairman of the merged bank, while Thompson would become president and CEO. First Union was the acquiring party and nominal survivor, and the merged bank was based in Charlotte and adopted First Union's corporate structure and retained First Union's pre-2001 stock price history. However, as an important part of the merger, the merged bank took Wachovia's name and stock ticker symbol; despite First Union technically being the surviving identity and acquiring party. 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 Atlanta-based
SunTrust SunTrust Banks, Inc. was an American bank holding company with SunTrust Bank as its largest subsidiary and assets of US$199 billion as of March 31, 2018. The bank's most direct corporate parent was established in 1891 in Atlanta, where it was h ...
. The deal was met with skepticism and criticism. Analysts, remembering the problems with the CoreStates acquisition, were concerned about First Union's ability to merge with another large company. Winston-Salem's citizens and politicians suffered a blow to their civic pride because the merged company would be based in Charlotte. 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, 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 complication concerned each bank's credit card division. In April 2001, Wachovia had agreed to sell its $8 billion credit card portfolio to
Bank One Bank One Corporation was an American bank founded in 1968 and at its peak the sixth-largest bank in the United States. It traded on the New York Stock Exchange under the stock symbol ONE. The company merged with JPMorgan Chase & Co. on July 1, ...
. 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 MBNA Corporation was a bank holding company and parent company of wholly owned subsidiary MBNA America Bank, N.A., headquartered in Wilmington, Delaware, prior to being acquired by Bank of America in 2006. History The former Maryland National ...
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 {{About, fees for breaking terms of agreements or long-term contracts, Interconnect fees in (telephone) networks, Termination rates An early termination fee is a charge levied when a party wants to break the term of an agreement or long-term contr ...
. On September 4, 2001, First Union and Wachovia officially merged. In order to prevent a repeat of the CoreStates problems, the new Wachovia gradually phased-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 First Union's branches in the Northeast, which only had to change their signs to reflect the new company name and logo. This process was completed on August 18, 2003, almost 2 years after the merger. In comparison to the CoreStates purchase, the acquisition of Wachovia by First Union was considered successful by analysts. The company's deliberate pace of conversion prevented any large-scale
customer attrition Customer attrition, also known as customer churn, customer turnover, or customer defection, is the loss of clients or customers. Banks, telephone service companies, Internet service providers, pay TV companies, insurance firms, and alarm monitorin ...
. In fact, Wachovia was ranked number one in customer satisfaction among major banks by the
University of Michigan , mottoeng = "Arts, Knowledge, Truth" , former_names = Catholepistemiad, or University of Michigania (1817–1821) , budget = $10.3 billion (2021) , endowment = $17 billion (2021)As o ...
's annual
American Customer Satisfaction Index The American Customer Satisfaction Index (ACSI) is an economic indicator that measures the satisfaction of consumers across the U.S. economy. It is produced by the American Customer Satisfaction Index (ACSI LLC) based in Ann Arbor, Michigan. The AC ...
for every year after the merger. When Wachovia and First Union merged, Charlotte's
One 1 (one, unit, unity) is a number representing a single or the only entity. 1 is also a numerical digit and represents a single unit of counting or measurement. For example, a line segment of ''unit length'' is a line segment of length 1. I ...
, Two, and Three First Union buildings became One, Two, and Three Wachovia Center (respectively), and the 55-story First Union Financial Center in downtown
Miami Miami ( ), officially the City of Miami, known as "the 305", "The Magic City", and "Gateway to the Americas", is a coastal metropolis and the county seat of Miami-Dade County in South Florida, United States. With a population of 442,241 at ...
became the
Wachovia Financial Center Southeast Financial Center is a two-acre development in Miami, Florida, United States. It consists of a tall office skyscraper and its 15-story parking garage. It was previously known as the Southeast Financial Center (1984–1992), the Firs ...
. The merger also affected the names of the indoor professional sports arenas in Philadelphia and
Wilkes-Barre, Pennsylvania Wilkes-Barre ( or ) is a city in the U.S. state of Pennsylvania and the county seat of Luzerne County. Located at the center of the Wyoming Valley in Northeastern Pennsylvania, it had a population of 44,328 in the 2020 census. It is the s ...
. Formerly known as the First Union Center and the First Union Spectrum (both Philadelphia) and First Union Arena (Wilkes-Barre), they were renamed the Wachovia Center (now known as
Wells Fargo Center Wells Fargo Center may refer to: *Wells Fargo Center (Los Angeles), California *Wells Fargo Center (Sacramento), California * Wells Fargo Center (San Francisco), California * Wells Fargo Center for the Arts, Santa Rosa, California *Wells Fargo Cent ...
),
Wachovia Spectrum The Spectrum (later known as CoreStates Spectrum, First Union Spectrum and Wachovia Spectrum) was an indoor arena in Philadelphia, Pennsylvania, United States. Opened in September 1967 as part of what is now known as the South Philadelphia Spor ...
(which was later demolished), and Wachovia Arena at Casey Plaza (now known as
Mohegan Sun Arena at Casey Plaza Mohegan Sun Arena at Casey Plaza (originally Northeastern Pennsylvania Civic Arena and Convention Center, formerly First Union Arena and Wachovia Arena) is an 8,050-seat multi-purpose arena located in Wilkes-Barre Township, Pennsylvania just no ...
), respectively.


Merger and acquisition history

A graphic illustration of the company's major mergers, acquisitions, and historical predecessors, up to the 2001 merger of Wachovia and First Union:


Acquisitions

Between 2001 and 2006, Wachovia bought several other financial services companies in an attempt to become a national bank and comprehensive financial services company. Merchandise While First Union was merging into Wachovia, they changed the Wachovia logo to a square with wave like lines, the green color represents First Union while the blue represents the main company. They have also released new merchandise such as t-shirts, and provided other things such as retractable keychains, cups, and coffee mugs to show the success during 2001 to its acquisition by Wells Fargo.


Prudential Securities

Wachovia Securities and the Prudential Securities Division of
Prudential Financial, Inc. Prudential Financial, Inc. is an American Fortune Global 500 and Fortune 500 company whose subsidiaries provide insurance, retirement planning, investment management, and other products and services to both retail and institutional customers ...
combined to form Wachovia Securities LLC on July 1, 2003. Wachovia owned a controlling 62% stake, while Prudential Financial retained 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.


Metropolitan West Securities

On October 22, 2003, Wachovia announced it would acquire Metropolitan West Securities, an affiliate company of
Metropolitan West Financial Metropolitan West Financial was a diversified financial services holding company with interests in a variety of firms that provide financial advice and strategic planning, capital management, asset management, investment advice, and Fixed income, f ...
. This acquisition added a portfolio of over $50 billion of securities on loan to the Wachovia Global Securities Lending division.


SouthTrust

On November 1, 2004, Wachovia completed the acquisition of
Birmingham, Alabama Birmingham ( ) is a city in the north central region of the U.S. state of Alabama. Birmingham is the seat of Jefferson County, Alabama's most populous county. As of the 2021 census estimates, Birmingham had a population of 197,575, down 1% f ...
-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.


Failed MBNA purchase

In June 2005, Wachovia negotiated to purchase monoline credit card company
MBNA MBNA Corporation was a bank holding company and parent company of wholly owned subsidiary MBNA America Bank, N.A., headquartered in Wilmington, Delaware, prior to being acquired by Bank of America in 2006. History The former Maryland National ...
. 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 The Bank of America Corporation (often abbreviated BofA or BoA) is an American multinational investment bank and financial services holding company headquartered at the Bank of America Corporate Center in Charlotte, North Carolina. The bank ...
. Wachovia received $100 million as 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 create its own credit card division so that the bank could issue its own Visa cards.


Westcorp

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 completed. 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 Southern California (commonly shortened to SoCal) is a geographic and cultural region that generally comprises the southern portion of the U.S. state of California. It includes the Los Angeles metropolitan area, the second most populous urban ...
. 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.


Golden West Financial/World Savings Bank

Wachovia agreed to purchase
Golden West Financial Golden West Financial was the second-largest savings and loan association in the United States, operating branches under the name of World Savings Bank. History The business was founded in 1929 as Golden West Savings and Loan Association, a smal ...
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 Wealth is the abundance of valuable financial assets or physical possessions which can be converted into a form that can be used for transactions. This includes the core meaning as held in the originating Old English word , which is from an ...
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. Golden West specialized in
option ARMs A variable-rate mortgage, adjustable-rate mortgage (ARM), or tracker mortgage is a mortgage loan with the interest rate on the note periodically adjusted based on an index which reflects the cost to the lender of borrowing on the credit markets.Wi ...
loans, marketed under the name "Pick-A-Pay." These loans gave the borrower a choice of payment plans, including the option to defer paying a part of the interest owed, which was then added onto the balance of the loan. In 2006, Golden West Financial was named the "Most Admired Company" in the
mortgage A mortgage loan or simply mortgage (), in civil law jurisdicions known also as a hypothec loan, is a loan used either by purchasers of real property to raise funds to buy real estate, or by existing property owners to raise funds for any ...
services business by
Fortune magazine ''Fortune'' is an American multinational business magazine headquartered in New York City. It is published by Fortune Media Group Holdings, owned by Thai businessman Chatchaval Jiaravanon. The publication was founded by Henry Luce in 1929. The ...
. 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 said that the merger was agreed to within days, making it impossible to thoroughly vet the World Savings loan portfolio. 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. In 2007, after the merger, World Savings, then known as Wachovia Mortgage began to attract more borrowers by taking a step that some regulators frowned upon, and which the former World Savings management had resisted for years: it allowed borrowers to make monthly payments with an annual interest rate of just 1 percent. While Wachovia Mortgage continued to scrutinize borrowers' ability to manage increased payments, the move to rock-bottom rates lured customers whose financial reliability was more difficult to verify. More than 70% of the Pick-A-Pay loans were made in California, Florida and Arizona, where home prices had declined severely. In 2009 ''
New York Times ''The New York Times'' (''the Times'', ''NYT'', or the Gray Lady) is a daily newspaper based in New York City with a worldwide readership reported in 2020 to comprise a declining 840,000 paid print subscribers, and a growing 6 million paid ...
'' reporter
Floyd Norris Floyd Norris (born September 6, 1947 Los Angeles) is the former chief financial correspondent of ''The New York Times'' and ''International Herald Tribune''. He wrote a regular column on the stock market for the ''Times'', plus a blog. He now se ...
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. Analysts said that Wachovia purchased Golden West at the peak of the US housing boom. Wachovia Mortgage's mortgage-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 Wells Fargo & Company is an American multinational financial services company with corporate headquarters in San Francisco, California; operational headquarters in Manhattan; and managerial offices throughout the United States and intern ...
.


A. G. Edwards

On May 31, 2007, Wachovia announced plans to purchase
A. G. Edwards A.G. Edwards, Inc. was an American financial services holding company; its principal wholly owned subsidiary was A.G. Edwards & Sons, Inc., which operated as a full-service securities broker-dealer in the United States and Europe. The firm was a ...
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 Wachovia Securities was the trade name of Wachovia's retail brokerage and institutional capital markets and investment banking subsidiaries. Following Wachovia's merger with Wells Fargo and Company on December 31, 2008, the retail brokerage beca ...
.


Historical data (2000–2008)

Image:Wachovia_al.jpg, Asset & Liability Image:Wachovia_al_ratio.jpg, Asset/Liability Image:Wachovia_income.jpg, Net Income Wachovia, excluding subsidiaries, was the fourth largest bank at the end of 2008.


2007–2009 financial crisis

Exposed to risky loans, such as adjustable rate mortgages acquired during the acquisition of
Golden West Financial Golden West Financial was the second-largest savings and loan association in the United States, operating branches under the name of World Savings Bank. History The business was founded in 1929 as Golden West Savings and Loan Association, a smal ...
in 2006, Wachovia began to experience heavy losses in its loan portfolios during the
subprime mortgage crisis The United States subprime mortgage crisis was a multinational financial crisis that occurred between 2007 and 2010 that contributed to the 2007–2008 global financial crisis. It was triggered by a large decline in US home prices after the col ...
. 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 A chief executive officer (CEO), also known as a central executive officer (CEO), chief administrator officer (CAO) or just chief executive (CE), is one of a number of corporate executives charged with the management of an organization especiall ...
Ken Thompson Kenneth Lane Thompson (born February 4, 1943) is an American pioneer of computer science. Thompson worked at Bell Labs for most of his career where he designed and implemented the original Unix operating system. He also invented the B programmi ...
was forced to retire. He had been head of the company 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. On July 9, 2008, Wachovia hired Treasury Undersecretary Bob Steel as chief executive in hopes that his experience would lead the company out of its difficulties.


Government intervention

After Steel took over, he insisted that Wachovia would stay independent. However, its stock price plunged 27 percent on September 26 due to the seizure of
Washington Mutual Washington Mutual (often abbreviated to WaMu) was the United States' largest savings and loan association until its collapse in 2008. A savings bank holding company is defined in United States Code: Title 12: Banks and Banking; Section 1842: Def ...
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
Federal Deposit Insurance Corporation The Federal Deposit Insurance Corporation (FDIC) is one of two agencies that supply deposit insurance to depositors in American depository institutions, the other being the National Credit Union Administration, which regulates and insures cr ...
(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 The Office of the Comptroller of the Currency (OCC) is an independent bureau within the United States Department of the Treasury that was established by the National Currency Act of 1863 and serves to charter, regulate, and supervise all nat ...
, 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).St. Onge, Peter
Stunningly swift fall for Wachovia
''
The Charlotte Observer ''The Charlotte Observer'' is an American English-language newspaper serving Charlotte, North Carolina, and its metro area. The Observer was founded in 1886. As of 2020, it has the second-largest circulation of any newspaper in the Carolinas. I ...
'', 2008-09-30.
Rothacker, Rick; and Kerry Hall
Wachovia faced a 'silent' bank run
''
The Charlotte Observer ''The Charlotte Observer'' is an American English-language newspaper serving Charlotte, North Carolina, and its metro area. The Observer was founded in 1886. As of 2020, it has the second-largest circulation of any newspaper in the Carolinas. I ...
'', 2008-10-02.
As business halted for the weekend, Wachovia was already in FDIC-brokered talks with
Citigroup Citigroup Inc. or Citi ( stylized as citi) is an American multinational investment bank and financial services corporation headquartered in New York City. The company was formed by the merger of banking giant Citicorp and financial conglomera ...
and
Wells Fargo Wells Fargo & Company is an American multinational financial services company with corporate headquarters in San Francisco, California; operational headquarters in Manhattan; and managerial offices throughout the United States and intern ...
; the latter company initially emerged as the frontrunner to acquire the ailing Wachovia's banking operations. Wells Fargo originally backed out of this particular deal 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. This would have resulted in a failure dwarfing that of WaMu. When FDIC Chairwoman
Sheila Bair Sheila Colleen Bair (born April 3, 1954) is an American civil servant who was the 19th Chair of the U.S. Federal Deposit Insurance Corporation (FDIC), during which time she assumed a prominent role in the government's response to the 2008 financ ...
got word of Wachovia's situation, she initially decided to handle the situation the same way she handled WaMu a day earlier. Under this scenario, the Comptroller of the Currency would have seized Wachovia's banking assets (Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A.) and placed them under the receivership of the FDIC who would have then sold the banking assets to the highest bidder. Bair called Steel on September 28 and told him that the FDIC would be auctioning off Wachovia's banking assets. Bair felt this would best protect the small banks. However, several Federal regulators, led by
New York Fed The Federal Reserve Bank of New York is one of the 12 Federal Reserve Banks of the United States. It is responsible for the Second District of the Federal Reserve System, which encompasses the State of New York, the 12 northern counties of New ...
President
Tim Geithner Timothy Franz Geithner (; born August 18, 1961) is a former American central banker who served as the 75th United States Secretary of the Treasury under President Barack Obama from 2009 to 2013. He was the President of the Federal Reserve Bank of ...
, 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. Later that night, in an FDIC-brokered deal, Citigroup agreed to buy Wachovia's retail banking operations 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 The Board of Governors of the Federal Reserve System, commonly known as the Federal Reserve Board, is the main governing body of the Federal Reserve System. It is charged with overseeing the Federal Reserve Banks and with helping implement the m ...
and the
Secretary of the Treasury The United States secretary of the treasury is the head of the United States Department of the Treasury, and is the chief financial officer of the federal government of the United States. The secretary of the treasury serves as the principal a ...
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 was valued at $312 billion. In exchange for assuming this risk, the FDIC would receive $12 billion in preferred stock and warrants from Citigroup. The transaction would have been an all-stock transfer, with Wachovia Corporation stockholders to have received stock from Citigroup, valuing Wachovia stock at about one dollar per share for a total transaction value of about $2.16 billion. Citigroup would have also assumed Wachovia's senior and subordinated debt. Citigroup intended 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 Merrill (officially Merrill Lynch, Pierce, Fenner & Smith Incorporated), previously branded Merrill Lynch, is an American investment management and wealth management division of Bank of America. Along with BofA Securities, the investment ba ...
and Citigroup's
Smith Barney Morgan Stanley Wealth Management is an American multinational financial services corporation specializing in retail brokerage. It is the wealth & asset management division of Morgan Stanley. On January 13, 2009, Morgan Stanley and Citigroup an ...
. 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 investor An institutional investor is an entity which pools money to purchase securities, real property, and other investment assets or originate loans. Institutional investors include commercial banks, central banks, credit unions, government-linked ...
s such as
mutual fund A mutual fund is a professionally managed investment fund that pools money from many investors to purchase securities. The term is typically used in the United States, Canada, and India, while similar structures across the globe include the SICA ...
s and
pension fund A pension fund, also known as a superannuation fund in some countries, is any plan, fund, or scheme which provides retirement income. Pension funds typically have large amounts of money to invest and are the major investors in listed and priva ...
s 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 ''The Charlotte Observer'' is an American English-language newspaper serving Charlotte, North Carolina, and its metro area. The Observer was founded in 1886. As of 2020, it has the second-largest circulation of any newspaper in the Carolinas. I ...
'' 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, the shareholders of Wachovia risked being completely wiped out.


Acquisition by Wells Fargo

Though Citigroup was providing the liquidity that allowed Wachovia to continue to operate,
Wells Fargo Wells Fargo & Company is an American multinational financial services company with corporate headquarters in San Francisco, California; operational headquarters in Manhattan; and managerial offices throughout the United States and intern ...
and Wachovia announced on October 3, 2008, that they had agreed to merge in an all-stock transaction requiring no government involvement. Wells Fargo announced it had agreed to acquire all of Wachovia for $15.1 billion in stock. Wachovia preferred the Wells Fargo deal because it would be worth more than the Citigroup deal and keep all of its businesses intact. Also, there is far less overlap between the banks, as Wells Fargo is dominant in the
West West or Occident is one of the four cardinal directions or points of the compass. It is the opposite direction from east and is the direction in which the Sun sets on the Earth. Etymology The word "west" is a Germanic word passed into some ...
and
Midwest The Midwestern United States, also referred to as the Midwest or the American Midwest, is one of four Census Bureau Region, census regions of the United States Census Bureau (also known as "Region 2"). It occupies the northern central part of ...
compared to the redundant footprint of Wachovia and
Citibank Citibank, N. A. (N. A. stands for " National Association") is the primary U.S. banking subsidiary of financial services multinational Citigroup. Citibank was founded in 1812 as the City Bank of New York, and later became First National City ...
along the East Coast. Both companies' boards unanimously approved the merger on the night of October 2. Citigroup explored its legal options and demanded that Wachovia and Wells Fargo cease discussions, claiming that Wells Fargo engaged in "tortious interference" with an
exclusivity agreement In Anglo-Saxon law, an exclusive right, or exclusivity, is a de facto, non-tangible prerogative existing in law (that is, the power or, in a wider sense, right) to perform an action or acquire a benefit and to permit or deny others the right to p ...
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 Supreme Court of the State of New York, New York County to grant a preliminary injunction temporarily blocking the Wells Fargo deal. This ruling was later overturned by Judge James M. McGuire of the Supreme Court of the State of New York, Appellate Division, First Department, partly because he believed Ramos did not have the right to rule on the case in Connecticut. On October 9, 2008, Citigroup abandoned its attempt to purchase Wachovia's banking assets, allowing the Wachovia-Wells Fargo merger to go through. However, Citigroup pursued $60 billion in claims, $20 billion in compensatory and $40 billion in punitive damages, against Wachovia and Wells Fargo for alleged violations of the exclusivity agreement. Wells Fargo settled this dispute with Citigroup Inc. for $100 Million on November 19, 2010. 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 combined company retained the Wells Fargo name, and was based in
San Francisco San Francisco (; Spanish for " Saint Francis"), officially the City and County of San Francisco, is the commercial, financial, and cultural center of Northern California. The city proper is the fourth most populous in California and 17t ...
. However, Charlotte remained as the headquarters for the combined company's East Coast banking operations, and Wachovia Securities remained in Charlotte. Three members of the Wachovia board joined the Wells Fargo board. The merger created the largest 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 own deal was better for U.S taxpayers and Wachovia shareholders. It said that it had exposed itself to "substantial economic risk" by stating its 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. In September 2008, the
Internal Revenue Service The Internal Revenue Service (IRS) is the revenue service for the United States federal government, which is responsible for collecting U.S. federal taxes and administering the Internal Revenue Code, the main body of the federal statutory t ...
issued a notice providing tax breaks to companies that acquire troubled banks. According to analysts, these tax breaks were worth billions of dollars to Wells Fargo. Vice Chairman Bill Thomas of the Financial Crisis Inquiry Commission indicated that these tax breaks may have been a factor in Wells Fargo's decision to purchase Wachovia. Wells Fargo's purchase of Wachovia closed on December 31, 2008. By the time Wells Fargo completed the acquisition of Wachovia, the byline "A Wells Fargo company" was added to the logo.


Controversies


Identity theft negligence

A May 2007 ''
New York Times ''The New York Times'' (''the Times'', ''NYT'', or the Gray Lady) is a daily newspaper based in New York City with a worldwide readership reported in 2020 to comprise a declining 840,000 paid print subscribers, and a growing 6 million paid ...
'' article described Wachovia's negligence in screening and taking action against companies linked with
identity theft Identity theft occurs when someone uses another person's personal identifying information, like their name, identifying number, or credit card number, without their permission, to commit fraud or other crimes. The term ''identity theft'' was c ...
. With stolen identities, the companies used unsigned checks to remove funds from personal Wachovia bank accounts. In total, Wachovia accepted $142 million in unsigned checks from "companies that made unauthorized withdrawals from thousands of accounts", collecting millions of dollars in fees from them. According to
Pat Meehan Patrick Leo Meehan (born October 20, 1955) is a former American Republican Party politician and federal prosecutor from Pennsylvania who represented parts of Delaware, Chester, Montgomery, Berks, and Lancaster counties in the United States Hou ...
, a U.S. attorney for Eastern District of
Pennsylvania Pennsylvania (; ( Pennsylvania Dutch: )), officially the Commonwealth of Pennsylvania, is a state spanning the Mid-Atlantic, Northeastern, Appalachian, and Great Lakes regions of the United States. It borders Delaware to its southeast, ...
, 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 The Office of the Comptroller of the Currency (OCC) is an independent bureau within the United States Department of the Treasury that was established by the National Currency Act of 1863 and serves to charter, regulate, and supervise all nat ...
.


Latin drug cartel money laundering

In April 2008, the ''
Wall Street Journal ''The Wall Street Journal'' is an American business-focused, international daily newspaper based in New York City, with international editions also available in Chinese and Japanese. The ''Journal'', along with its Asian editions, is published ...
'' reported that federal prosecutors had initiated a probe into Wachovia and other U.S. banks for aiding drug
money laundering Money laundering is the process of concealing the origin of money, obtained from illicit activities such as drug trafficking, corruption, embezzlement or gambling, by converting it into a legitimate source. It is a crime in many jurisdicti ...
by
Mexican Mexican may refer to: Mexico and its culture *Being related to, from, or connected to the country of Mexico, in North America ** People *** Mexicans, inhabitants of the country Mexico and their descendants *** Mexica, ancient indigenous people ...
and
Colombia Colombia (, ; ), officially the Republic of Colombia, is a country in South America with insular regions in North America—near Nicaragua's Caribbean coast—as well as in the Pacific Ocean. The Colombian mainland is bordered by the ...
n money-transfer companies, also known as ''casas de cambio''. These companies help Mexican immigrants in the United States send
remittance A remittance is a non-commercial transfer of money by a foreign worker, a member of a diaspora community, or a citizen with familial ties abroad, for household income in their home country or homeland. Money sent home by migrants competes wi ...
s back to family in Mexico, but it is widely known that they also present a significant money-laundering risk. However, not only is it a "lucrative industry" that is able to charge high fees, but Wachovia also viewed it as a way to gain a foothold in the
Hispanic The term ''Hispanic'' ( es, hispano) refers to people, cultures, or countries related to Spain, the Spanish language, or Hispanidad. The term commonly applies to countries with a cultural and historical link to Spain and to viceroyalties for ...
banking market. In March 2010, Wachovia admitted "serious and systemic" violations of the
Bank Secrecy Act The Bank Secrecy Act of 1970 (BSA), also known as the Currency and Foreign Transactions Reporting Act, is a U.S. law requiring financial institutions in the United States to assist U.S. government agencies in detecting and preventing money lau ...
that allowed
Mexican Mexican may refer to: Mexico and its culture *Being related to, from, or connected to the country of Mexico, in North America ** People *** Mexicans, inhabitants of the country Mexico and their descendants *** Mexica, ancient indigenous people ...
and
Colombian drug cartels A drug cartel is any criminal organization with the intention of supplying drug trafficking operations. They range from loosely managed agreements among various drug traffickers to formalized commercial enterprises. The term was applied when the l ...
to launder $378.4 billion between 2004 and 2007, the "largest violation of the Bank Secrecy Act". It negotiated a
deferred prosecution A deferred prosecution agreement (DPA), which is very similar to a non-prosecution agreement (NPA), is a voluntary alternative to adjudication in which a prosecutor agrees to grant amnesty in exchange for the defendant agreeing to fulfill certain r ...
agreement with the
Justice Department A justice ministry, ministry of justice, or department of justice is a ministry or other government agency in charge of the administration of justice. The ministry or department is often headed by a minister of justice (minister for justice in a ...
to resolve criminal charges for willfully failing to set up an effective anti-money-laundering program. It agreed to forfeit $110 million and pay a $50 million fine to the
U.S. Treasury The Department of the Treasury (USDT) is the national treasury and finance department of the federal government of the United States, where it serves as an executive department. The department oversees the Bureau of Engraving and Printing and t ...
. Reports in ''
Bloomberg Businessweek ''Bloomberg Businessweek'', previously known as ''BusinessWeek'', is an American weekly business magazine published fifty times a year. Since 2009, the magazine is owned by New York City-based Bloomberg L.P. The magazine debuted in New York City ...
'' in June 2010 and ''
The Observer ''The Observer'' is a British newspaper published on Sundays. It is a sister paper to ''The Guardian'' and '' The Guardian Weekly'', whose parent company Guardian Media Group Limited acquired it in 1993. First published in 1791, it is the ...
'' in April 2011 shed light on the extent to which Wachovia went to turn a blind eye, including by ignoring the warnings and
suspicious activity report In financial regulation, a Suspicious Activity Report (SAR) or Suspicious Transaction Report (STR) is a report made by a financial institution about suspicious or potentially suspicious activity. The criteria to decide when a report must be ma ...
s (SARs) of its London-based director of anti-money-laundering.


Chief executive officers

* G. Kennedy Thompson 2001–2008 *
Robert K. Steel Robert King Steel (born August 3, 1951) is an American businessman, financier and government official who has served as Deputy Mayor for Economic Development in the administration of New York City Mayor Michael Bloomberg, Under Secretary for Do ...
2008


See also

* Bank of Baltimore


References


External links

* (Archive)
Yahoo! – Wachovia Corporation Company Profile
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