Швейцарский Банк Корпорация: История и Преобразование в UBS

Swiss investment bank and financial services firm

Swiss Bank Corporation was a Swiss investment bank and financial services company located in Switzerland. Prior to its merger, the bank was the third largest in Switzerland, with over CHF 300 billion of assets and CHF 11.7 billion of equity. Throughout the 1990s, SBC engaged in a large growth initiative, shifting its focus from traditional commercial banking into investment banking, in an effort to match its larger Swiss rival Credit Suisse. As part of this strategy, SBC acquired US based investment bank Dillon Read & Co. as well as London based merchant bank S. G. Warburg in the mid 1990s. SBC also acquired Chicago based Brinson Partners and O'Connor & Associates. These acquisitions formed the basis for a global investment banking business. In 1998, SBC merged with Union Bank of Switzerland to form UBS, the largest bank in Europe and the second largest bank in the world. The company's logo, which featured three keys, symbolizing "confidence, security, and discretion", was adopted by UBS after the 1998 merger. Although the combination of the two banks was billed as a merger of equals, it quickly became evident that from a management perspective, it was SBC that was buying UBS. Nearly 80% of the top management positions were filled by legacy Swiss Bank professionals. Today, what was SBC forms the core of many of UBS's businesses, particularly UBS Investment Bank.

Swiss Bank Corporation traces its history to 1854. In that year, six private banking firms in Basel, Switzerland, pooled their resources to form the Bankverein, a consortium that acted as an underwriting syndicate for its member banks. Among the original member banks were Bischoff zu St Alban, Ehinger & Cie., J. Merian Forcart, Passavant & Cie., J. Riggenbach and von Speyr & Cie. The Basler Bankverein was formally organized in 1872 in Basel, replacing the original Bankverein consortium. Basler Bankverein was founded with an initial commitment of CHF 30 million, of which CHF 6 million of initial share capital was paid in. Among the Bankverein's early backers was the Bank in Winterthur, one of the early predecessors of the Union Bank of Switzerland. The bank experienced initial growing pains after heavy losses in Germany caused the bank to suspend its dividend in favor of a loss reserve. The office was able to begin operations, located in the Equitable Building, just weeks after the outbreak of the war and was intended as a safe place to store assets in case of an invasion. During the war, the bank's traditional business fell off and the Swiss government became its largest client. In 1997, the World Jewish Congress lawsuit against Swiss banks (WJC) was launched to retrieve deposits made by victims of Nazi persecution during and prior to World War II. Negotiations involving SBC's successor UBS, Credit Suisse, the World Jewish Congress and Stuart Eizenstat, on behalf of the US, ultimately resulted in a settlement of US$1.25 billion in August 1998 paid by the two large Swiss banks UBS and Credit Suisse. The settlement, which coincided with UBS's merger with Swiss Bank, together with the bank's embarrassment in the Long Term Capital Management collapse in 1998 brought a degree of closure to the issue.

Swiss Bank Corporation found itself in relatively strong financial condition at the end of World War II, with CHF 1.8 billion of assets. SBC prospered throughout the 1950s and embarked on a period of sustained growth. The bank, which had entered the 1950s with 31 Branch Offices in Switzerland and three abroad, more than doubled its assets from the end of the war to CHF 4 billion by the end of the 1950s and doubled assets again by the mid 1960s, exceeding CHF 10 billion in 1965. All three banks focused on consumer lending. Similarly, SBC acquired a number of banks in the private banking sector, including Ehinger & Cie. in 1974; Armand von Ernst & Cie. and Adler & Co. in 1976; and a majority interest in Geneva based Ferrier Lullin & Cie. in 1978. The bank continued its consolidation of Swiss banks acquiring Banque Commerciale de Sion in 1978 and in 1979 acquired Handwerkerbank Basle, the Banca Prealpina SA and Bank für Hypothekarkredite. SBC shifted its focus from traditional commercial banking toward investment banking with an emphasis on building its trading operations. To bolster its trading initiative, in 1992, SBC acquired O'Connor & Associates, a Chicago based options trading firm, with an expertise in financial derivatives. O'Connor was founded in 1977 by mathematician Michael Greenbaum and was named for Edmund (Ed) and Williams (Bill) O'Connor. The O'Connor brothers had made a fortune trading grain on the Chicago Board of Trade and founded a First Options, a clearing house business. The O'Connors provided Greenbaum, who had run risk management for First Options, with the capital to start his own firm. SBC had established a strategic relationship with O'Connor, which was the largest market maker in the financial options exchanges in the US, beginning in 1988. O'Connor had been looking to partner with a larger financial institution and in 1989 entered into a currency joint venture with SBC that proved to be the first step towards a sale of O'Connor to SBC. Following the merger, O'Connor was combined with SBC's money market, capital market and currency market activities to form a globally integrated capital markets and treasury operation. In 1994, SBC followed up its acquisition of O'Connor by acquiring Brinson Partners an asset management firm focused on providing access for US institutions to global markets. Brinson was a pioneer in the development of the theory of asset allocation which had largely become conventional wisdom among money managers in the 1980s and 1990s. In 1989, Brinson led a US$100 million management buyout of his firm from First Chicago Corporation and over the next five years built up the firm to approximately US$36 billion of assets under management. SBC paid US$750 million to acquire Brinson Partners, which resulted in a profit to Brinson and his partners of US$460 million on the sale of their 75% stake in the company. SBC's next made a major push into investment banking with the acquisition of S. G. Warburg & Co. a leading British investment banking firm in 1995 for US$1.4 billion. S. G. Warburg was founded by Siegmund Warburg, a member of the Warburg banking family. After World War II, S. G. Warburg established a reputation as a daring merchant bank that grew to be one of the most respected investment banks in London. Following a flawed and costly expansion into the US, in 1994 a merger was announced with Morgan Stanley, but the talks collapsed. The following year S. G. Warburg was purchased by Swiss Bank Corporation. The bank merged S. G. Warburg with its own existing investment banking unit to create SBC Warburg, which became a leading player in global investment banking. Two years later, in 1997, SBC paid US$600 million to acquire Dillon, Read & Co., a white shoe US investment banking firm considered to be a member of the bulge bracket. Dillon, Read, which traced its roots to the 1830s was among the powerhouse firms on Wall Street in the 1920s and 1930s and by the 1990s had a particularly strong mergers and acquisitions advisory group. Dillon Read had been in negotiations to sell itself to ING which owned 25% of the firm already, however Dillon Read partners balked at ING's integration plans. Martin Ebner, through his investment trust, BK Vision became the largest shareholder in UBS and attempted to force a major restructuring of the bank’s operations. The groundwork for the merger of SBC and UBS was actually laid by their mutual competitor, Credit Suisse which had approached UBS about a merger that would have created the second largest bank in the world in 1996. UBS's management and board unanimously rebuffed the proposed merger. Ebner, who supported the idea of a merger, led a major shareholder revolt that resulted in the replacement of UBS's chairman, Robert Studer. Studer's successor Mathis Cabiallavetta would be one of the key architects of the merger with SBC. On December 8, 1997, Union Bank of Switzerland and SBC announced an all stock merger. At the time of the merger, Union Bank of Switzerland and Swiss Bank Corporation were the second and third largest banks in Switzerland, respectively, both trailing Credit Suisse. Discussions between the two banks had begun several months earlier, less than a year after rebuffing Credit Suisse's merger overtures. The all stock merger resulted in the creation UBS AG, a huge new bank with total assets of more than US$590 billion. Also referred to as the "New UBS" to distinguish itself from the former Union Bank of Switzerland, the combined bank became the second largest in the world, at that time, behind only the Bank of Tokyo Mitsubishi. Prior to the merger, Swiss Bank Corporation had built a global investment banking business, Warburg Dillon Read through its acquisitions of Dillon Read in New York and S. G. Warburg in London. SBC was generally considered to be further along than UBS in developing its international investment banking business, particularly in the higher margin advisory businesses where Warburg Dillon Read was considered to be the more established platform. After the merger was completed, it was widely speculated that a series of losses suffered by UBS on its equity derivative positions in late 1997 provided SBC with the leverage it required to consummate the merger. It would become clear that the derivatives losses prompted UBS to accept the terms proposed by SBC more readily than they otherwise would have.

UBS, the successor of the Union Bank of Switzerland, is among the largest diversified financial institutions in the world. As of 2010, UBS operated in all of the major financial centers worldwide with offices in over 50 countries and 64,000 employees globally. In November 2000, UBS merged with Paine Webber an American stock brokerage and asset management firm led by chairman and CEO, Donald Marron. The acquisition pushed UBS to the top Wealth and Asset Management Firm in the world. Initially the business was given the divisional name "UBS PaineWebber" but in 2003 the 123 year old name Paine Webber disappeared when it was renamed "UBS Wealth Management USA." The bank would grow considerably in the 2000s, building a large investment banking franchise to compete with the major US and European bulge bracket firms. However, UBS suffered major setbacks in 2007, 2008 and 2009. UBS suffered among the largest losses of any European bank during the subprime mortgage crisis and the bank was required to raise large amounts of outside capital from the Government of Singapore Investment Corporation, the Swiss government and through a series of equity offerings in 2008 and 2009.

Swiss Bank Corporation, prior to its merger with Union Bank of Switzerland was the result of the combination of dozens of individual firms, many of which date to the 19th century. The following is an illustration of the company's major mergers and acquisitions and historical predecessors, although this is not necessarily a comprehensive list: