Morgan Stanley to sell Mitsubishi 20 percent stake

By Joseph A. Giannone

NEW YORK (Reuters) - Morgan Stanley agreed to sell an equity stake of as much as $8.5 billion to top Japanese bank Mitsubishi UFJ Financial Group Inc, speeding up its transformation into a commercial bank and improving its survival prospects in turbulent times.

The preliminary investment agreement announced on Monday came a day after Morgan Stanley and archrival Goldman Sachs Group Inc were granted approval to become bank holding companies regulated by the U.S. Federal Reserve. The moves effectively ends the investment banking model that dominated Wall Street for more than 20 years.

The deal with Mitsubishi, the world's No. 2 bank by deposits, helped send Morgan Stanley shares soaring as much as 14 percent, even as the Securities Broker-Dealer Index fell 9.4 percent.

MUFG will acquire a stake of as much as 20 percent of Morgan Stanley, paying $31.75 a share -- Morgan's book value at the end of August -- in cash, according to a person familiar with the talks. By exceeding the 9.9 percent threshold, MUFG must secure U.S. regulatory and antitrust approvals.

In the past two weeks, unprecedented turmoil has led to wrenching change for Wall Street's top firms. Once-freewheeling traders and investment bankers, humbled by losses on mortgages and buyout financing, now face stricter regulation by the Fed in exchange for their long-term survival as more stable if less lucrative companies.

"Once Morgan Stanley made the judgment that it wanted to remain independent, it needed capital," said Marshall Sonenshine, chairman of investment bank Sonenshine Partners.

The Mitsubishi investment, expected to be as large as $8.5 billion, is the latest in a series of positive developments for Morgan Stanley since last Thursday. It also marks a quick turnaround, as Morgan had only approached MUFG on Friday.

Last week, Morgan's stock price was sliced in half by investors, who questioned if broker-dealers could survive the financial crisis. Morgan Stanley launched deal talks with a number of potential partners, such as commercial bank Wachovia Corp, and investors such as China Investment Corp.

Financial terms of the Mitsubishi deal are subject to the Japanese bank's review of Morgan Stanley's assets.

Analysts gave Morgan Stanley high marks for the deal, even though shareholders are likely to see a 20 percent decline in their share of the firm's profits.

"But what we've all learned is it's better to have capital than to bet on having enough and finding out that you don't," said Sanford C. Bernstein analyst Brad Hintz.

Another analyst said dilution may be less important than survival. "While we think this strategic alliance may mean dilution to earnings and lower (returns), we believe investors will be in favor of this alliance as it reduces survivability concerns," said Michael Hecht of Bank of America Securities.

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The Mitsubishi talks have been ongoing since last week alongside other discussions, but took on greater urgency after the Fed approved Morgan's bid to be structured as a commercial bank on Sunday. The deal would bring Morgan closer ties with Mitsubishi.

"This is another step for Morgan Stanley's continuing independence. Morgan Stanley has improved its bargaining position for anything it does with respect to a merger or acquisition," said Michael Holland, who oversees more than $4 billion of investments as head of Holland & Co.