Curtis R. Welling, the American investment banker responsible for expanding the U.S. securities unit of one of France's largest banks, has deliberately kept a low profile since joining Societe Generale two years ago.

During that time he has quietly built SG Securities Corp. from a staff of about 200 to around 500 and has added products like high-yield debt, Latin American equities, and private equity to its mix.

But Mr. Welling was catapulted to public attention this year when he negotiated two significant acquisitions for Societe Generale. The bank bought Barr Devlin, a utilities mergers and acquisitions boutique, and made a $540 million deal for Cowen & Co., a securities firm specializing in equities.

Barr Devlin, with 14 M&A professionals, has established a sweeping presence in the global utilities industry, a sleepy little sector until a recent wave of privatization opened up the worldwide market.

The Cowen acquisition, which is expected to close this month, would let the French bank underwrite U.S. equities for the first time. The bank's U.S. securities subsidiary would be renamed SG Cowen Securities Corp. and have a staff of more than 2,000-roughly quadruple what SG Securities Corp. has today.

Mr. Welling said he sought equities and M&A capabilities to complement the bank's U.S. securities expertise.

"With M&A you reach the heart and soul of a CEO, because it deals directly with his strategic plan," Mr. Welling said. "Equities is the next closest thing to his heart, because it effects the valuation of his stock price."

The soft-spoken, 48-year-old investment banker, who came to the huge French bank after 20 years on Wall Street, said he thinks Societe Generale can succeed where other big foreign banks have foundered.

"I know we are very late getting into this, though," Mr. Welling said. "We'll probably only get one chance to get it right."

Some foreign banks have had a tough time breaking into the U.S. securities business. Deutsche Bank is a notable example: Two top executives resigned from its U.S. securities subsidiary in March, and about 100 employees were handed pink slips.

But Mr. Welling said executives at the French bank decided to take a special approach to U.S. capital markets, focusing on smaller companies in a few niche industries and leveraging the bank's international standing to work on cross-border deals.

"It's not our goal to say, 'We have conquered the U.S. marketplace,'" Mr. Welling said. "We have no interest in becoming another large foreign bank that comes in and then leaves a few years later and comes back again."

Jean Huet, SG Americas' chief executive, spent nearly half a year recruiting Mr. Welling. But Mr. Welling said Mr. Huet "won him over" at dinner one evening by explaining his idea of a niche strategy.

"When Mr. Huet explained it to me, I thought it was an elegant concept," Mr. Welling said. "He said 'niche' does not have to mean small; in essence, it means strategically focused."

Mr. Huet said he was adamant about hiring a new investment banking chief who would respect the bank's culture as a commercial bank and as a French- based international bank.

"We were looking for someone who understood both where we were coming from and where we were willing to go," Mr. Huet said. "Although Curt's background is Wall Street, we built up a feeling of trust during the interviews, and I thought he would be the right one for the job."

Mr. Welling came to Societe Generale from Bear, Stearns & Co., where he founded the equity capital markets department and was a member of the investment banking policy committee. Before that he spent 14 years at Credit Suisse First Boston, working up to chief of worldwide equity capital raising and becoming a member of the firm's operating committee.

Though $340 billion-asset Societe Generale has been engaged in stock brokerage in the United States for decades, bank executives decided four years ago to plunge into the highly profitable area of underwriting U.S. junk bonds and equities.

Formerly part of the French government, the Paris-based bankwas privatized in 1987. But bank executives feared that the European Union would turn it into essentially a large regional European bank, Mr. Welling said, so they decided to shore up their position in the world's major money-centers.

Mr. Welling said the Barr Devlin acquisition is an example of how he plans to pursue the bank's niche strategy. He said he thinks SG Barr Devlin should be competitive with any company financing global utilities, including the bulge-bracket firms that dominate the market.

John Barr, one of the firm's co-founders, said he chose to sell his firm to Societe Generale because he thought it would offer his M&A shop credibility with governments around the world that are privatizing their utilities companies.

"It's not a U.S. securities company with overseas branches, it is truly an international bank with historical importance to governments around the world," Mr. Barr said.

Joseph M. Cohen, Cowen's chief executive, said he interviewed five companies in his search to sell his firm. He said he selected Societe Generale because he wanted to expand his equities presence in Europe.

Over the last two or three years Cowen has been building up its European equities business, which now accounts for about 10% of the firm's revenues, according to Mr. Cohen.

"I was interested in them both because it was a strong European bank and because of the strong American management team," Mr. Cohen said.

Mr. Cohen said he first met Mr. Welling four years ago when the latter was in charge of global equity markets at Bear Stearns, which came in on a secondary stock offering that Cowen was underwriting.

Cowen specializes in health care, technology, media-telecommunications, and entertainment, all rapidly growing industries with heavy capital- raising needs.

"As an outsider to U.S. investment banking, we want to work with smaller companies in the most dynamic sectors of the economy and help them grow into bigger companies," Mr. Welling said. "We don't have any interest in hopping on the merry-go-round when it's already going 90 miles an hour."

Mr. Welling's efforts appear to be yielding results. In November, his group lead-managed its first junk deals.

The first high-yield transaction Mr. Welling's group was asked to lead- which closed a couple of weeks after a less complex junk deal-helped finance an omnibus recapitalization for Friendly Ice Cream Corp.

Mr. Welling's group underwrote $200 million of high-yield bonds and the commercial bank led a $160 million syndicated loan for the restaurant and ice cream chain, which is based in Wilbraham, Mass. Proceeds from the refinancing package were used to pay down a $360 million loan at BankBoston and provide an infusion of capital for the company.

"It's easy to get a co-management," Mr. Welling said. "The first time you get a lead-managed deal, there's a big difference. We owe a lot to Friendly's for putting their trust in us."

Though the French bank was a relatively new player in the American junk bond market, Paul McDonald, Friendly's chief administrative officer, said he was impressed with the experience of the investment bankers who worked on his deal.

"People move around Wall Street like the sun rises and sets," Mr. McDonald said. "The key is who's working on a transaction and what is their background. And all the key players on this deal had significant careers with other houses."

Mr. Welling cast the newness of the high-yield group as a positive. "It stands to reason that the new group will be more enthusiastic about a deal," he said. "At an established firm, a $200 million junk deal is just another junk deal."

Societe Generale ranked 24th in U.S. high-yield underwriting in the last 12 months, up one notch from its 1997 ranking, according to Securities Data Co.

But Mr. Welling said his goal at Societe Generale is not moving up the league tables. He said the most exciting aspect of his job is the opportunity to create an investment banking culture that will attract high- caliber people. "If the only hold we have on people is money, someone will always be willing to pay them a dollar more," he said.

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