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Taking Stock of an Acquisition

By Danny Sarch
August 1, 2007
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With the retention effort under way following the announcement of Wachovia's deal for A.G. Edwards, emotions are running high. From talking to dozens of A.G. Edwards brokers over the last several weeks, I've seen a broad range of emotions--resignation, anger and feelings of betrayal among them.

But I've also witnessed excitement and even relief. See, the Wachovia-A.G. Edwards deal is just the latest in a two-year wave of consolidation in the retail-brokerage industry. And a few A.G. Edwards advisors--those who learned from the examples of their peers at Advest (acquired by Merrill Lynch), Legg Mason (Smith Barney) and Piper Jaffray (UBS)--are well prepared for the turmoil surrounding them.

So how, exactly, did they steel themselves for such a transition? Well, they made certain observations and acted accordingly. You can, too--by reading the following insights:

Is there any way to know for certain if my company is in play?

No, there's no sure way--just as there's no sure way to know if a given stock will rise or fall. But there are definitely some strong hints that an astute industry observer can pick up. Though all three of the following ingredients don't apply to the recent activity, if your firm has any two of these three, watch out!

1) My company has stopped investing in its platform.

If you talk with the old Legg brokers, they'll tell you about a wonderful culture--a feeling of trust, camaraderie and fun that created a terrific brand based mostly in the mid-Atlantic states. But dig deeper, and they'll also tell you that in the last few years before Smith Barney bought the retail brokerage division, Legg hadn't kept up to date with the latest technology. The platform had fallen well behind the leaders in the industry, and long-promised changes were slow to be implemented. That's a big warning sign.

2) My company has had multiple changes in ownership structure over a relatively short period of time.

The recent histories of Advest and Piper are also instructive. Advest first went public in 1980. In 2001, it was bought by MONY, and in 2004, MONY was acquired by AXA. I met with a senior executive at Advest soon after the AXA deal. I asked him what was on his shopping list now that he had a benevolent new "parent" with deep pockets. How would the platform be improved? He struggled with a response and could only say that the AXA backing would enable Advest to buy office supplies more cheaply and get a discount on Dell computers. Quite the sales pitch!

Finally, I distinctly remember watching the U.S. Open tennis tournament the week before Labor Day 2005. AXA commercials were everywhere--with the pitch to high-net-worth clients and AXA's commitment to wealth management. Not a word was mentioned about Advest. Later that month, AXA sold Advest to Merrill.

Piper was also in disarray for some time. In 1998, it was bought by U.S. Bancorp, which in turn was acquired by Firstar in 2001. (The combined corporation kept the U.S. Bancorp name.) The synergies there never materialized, and Piper was spun off to be on its own again at the end of 2003. The retail brokers quickly felt neglected and were sold off to UBS in 2006. See the pattern?

3) My firm appears to have lost its ability to grow.

There are only four ways that a brokerage firm can increase its sales revenue:

• training new advisors;
• recruiting new advisors;
• acquiring other brokerage firms' sales forces; and
• increasing the productivity of its  existing sales force (i.e., boosting "same-store sales").

So what's your current firm's sizzle? How is it growing? Let's consider A.G. Edwards as a case study. This regional never was in the recruiting game for big producers in any meaningful way. It stubbornly refused to give up-front money. It was continuing to recruit trainees, but--like most of the industry--it found that a very small percentage of those individuals was able to make it to sufficient production levels. While the homegrown culture of the firm was a tremendous strength, it also made A.G. Edwards brass gun shy about seeking acquisitions. With no way to grow, senior management clearly felt that the way to maximize shareholder value was to sell the firm. If your firm hasn't figured out how to grow, it will learn how to sell out.

OK, OK--but I'm in the middle of it, now! What the hell do I do?