Bankers Trust New York Corp. could face a tough challenge integrating Wolfensohn & Co. into its portfolio of businesses.
The commercial bank announced the purchase of Wolfensohn Wednesday for an undisclosed sum, saying it intended to form a new merger advisory business around the well-connected investment boutique. But experts said Wolfensohn's customers would not necessarily follow the company to its new commercial banking home.
One client expressed uncertainty about whether Wolfensohn could continue to be unbiased in its advice now that it will be part of a bank that could play other roles in acquisitions, such as lending.
"That was naturally a concern of all the clients of Wolfensohn - whether their role in giving independent advice will continue," said Donald Dempsey, the chief financial officer of Memphis-based Promus Hotel Corp., one of 20 companies that has Wolfensohn on retainer.
Mr. Dempsey, however, said he was reassured by a call from some senior partners at Wolfensohn. They said the unit will remain autonomous within the umbrella of Bankers Trust.
Such concerns are likely to arise more often as banks push into the investment banking field. The only alternative to buying units - building capabilities from within - has the disadvantage of being slow.
Bankers Trust is the third commercial bank in the last eight months to buy an advisory business outright, following National Westminster Bank PLC's $135 million acquisition of Gleacher & Co., and KeyCorp's purchase of a Cleveland-based regional advisory business, Carleton, McCreary, Holmes & Co. for an undisclosed sum last month.
This approach enabled the London bank's Natwest Markets unit to rise from 22d in the rankings of M&A advisers in 1995 to 16th in the first quarter of 1996.
Other banks, however, have been hiring individuals to build units. Chase Manhattan Corp., for instance, recently hired Mark Davis from Salomon Brothers to lead its advisory business.
Union Bank of Switzerland's U.S. securities unit last year hired away a team of experts from Salomon Brothers. And years ago, J.P. Morgan & Co. built an M&A business from within the bank.
In Bankers Trust's case, there is a greater incentive to add a business at a single stroke.
"Bankers Trust had a reputation to fix," said Ronald I. Mandle, a bank analyst at Sanford C. Bernstein & Co. "This acquisition goes a long way toward doing that."
Bankers Trust, however, has its work cut out for it retaining all of Wolfensohn's clients, observers said. The roster of 20 companies includes at least three banks that compete directly with Bankers Trust - NationsBank Corp., Chase, and HSBC Holdings PLC.
At the same time, Bankers Trust has been forced to address a potential problem that has plagued other banks making such acquisitions: holding onto investment banking talent that comes from a decidedly different culture.
The chasm between pay scales of commercial and investment bankers can cause rifts and executive departures from the investment bank.
Bankers Trust, however, reassured analysts Thursday that the Wolfensohn executives will stay.
Chairman and chief executive Frank Newman "indicated that the financial incentives for the people are to stick around, and I take what he said at face value," said David Berry, a bank analyst at Keefe, Bruyette & Woods Inc.
Other bankers said that buying investment banking units may not be for everyone.
"Without the extra impetus that Bankers Trust had, one can see a lot of hurdles to making an acquisition like that successful," said Charles Shufeldt, who heads the capital markets unit at SunTrust Banks Inc. "At this point, we're choosing a different path, but we don't rule out an acquisition by any stretch."