Morgan Stanley's loss is narrower than expected (AP)

By CHRISTINA REXRODE, AP Business Writer Christina Rexrode, Ap Business Writer – Thu Jan 19, 6:20 pm ET

NEW YORK – Morgan Stanley posted a fourth-quarter loss of $275 million Thursday, its first since early 2009, dragged down by the cost of a settlement over soured mortgage securities.

But the loss was far smaller than investors were expecting, and the company's stock rose over 5 percent. Morgan Stanley's loss was equivalent to 15 cents per share, versus the 43 cents analysts were predicting, according to FactSet.

The loss stemmed from Morgan Stanley's settlement last month with insurance company MBIA, an agreement that slashed earnings by 59 cents per share. MBIA had accused Morgan Stanley of being misleading about the quality of commercial mortgage-backed securities for which it bought insurance.

Morgan Stanley and other banks accused the insurer of restructuring itself to avoid paying the banks' claims. While the settlement took a deep hit on quarterly results, Morgan Stanley portrayed it as one of its final steps in cleaning up problems dating from the financial crisis.

"For the first time in two years, our to-do list is not our problem list," CEO James Gorman said in a call with analysts.

Glenn Schorr, an analyst at Nomura Equity Research, said that Morgan Stanley's earnings were better than expected, excluding the MBIA-related loss, and its stock trading fell less than at other banks. Overall, Schorr said, Morgan Stanley is "making progress cleaning up legacy issues" but "is still a work in progress."

Like its peers, Morgan Stanley has been trimming expenses and cutting jobs as the economy continues to struggle. It shed about 700 employees last year, or about 1 percent of its workforce, bringing its total down to about 61,900 at year's end, and more jobs cuts are on the way.

The bank says it is examining expenses rigorously, cutting back on travel and looking at all costs, from Bloomberg terminals to consultants. It's also considering restructuring plans that could include outsourcing some technology functions or consolidating legal units.

Even so, the average compensation Morgan Stanley paid for the year was $265,000, up from about $255,000 the year before. The bank said this was related to its transition to defer bigger portions of some workers' bonuses.

The bank has also capped the amount that workers can get in their bonus immediately: Anything over $125,000 will be deferred.

Morgan Stanley's main rival, Goldman Sachs, made even deeper cuts, slashing its work force 7 percent and its compensation 21 percent. That pushed Goldman's stock up 7 percent on Wednesday, even though it also announced a 30 percent drop in quarterly revenue.

Morgan Stanley is also figuring out how to redefine itself as new government regulations crimp former sources of revenue, including certain complicated investment vehicles. New rules will also require banks to hold more capital.

Revenue fell 26 percent from a year ago to $5.7 billion. The institutional securities unit, which helps clients with investment banking services like packaging securities and raising capital, reported a 42 percent decline in revenue.

Though investment banking is always volatile, the risks are more pronounced at Morgan Stanley. Unlike some of its rivals, like JPMorgan Chase & Co. and Bank of America Corp., Morgan Stanley doesn't have a large consumer deposit base to rely on when its investment bank stumbles. Some customers, the bank said, held off on deal-making over the year because of turbulence in financial markets brought on by Europe's debt crisis.

Porat said on the conference call that uncertainty about Europe was a "big cloud" over earnings growth. However, Gorman added that he didn't buy into the "hysteria" around concerns over European countries' debt obligations.

"Europe is more likely than not to resolve itself," Gorman said, though he added it would require "a couple of years, not a couple of weeks."

Gorman, who became CEO two years ago, has been slimming down the bank, selling off units like a mortgage servicing division and an asset management business. He's been emphasizing divisions like wealth management, which provide smaller returns than some investment banking operations used to but also carry a lot less risk because they're based on fees rather than markets.

Despite those efforts, Morgan Stanley's wealth management unit struggled in the quarter. Revenue fell 3 percent and profit fell 20 percent for the unit, which offers financial planning for wealthy individuals and small to medium-sized businesses. Asset management, which manages investment portfolios, also reported lower revenue and profits, thanks in part to souring investments in real estate.

Morgan Stanley's stock jumped 5.4 percent Thursday to close at $18.28.

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Region Financial's Morgan Keegan May Finally Be Sold (The Motley Fool)

Regions Financial's (NYSE: RF - News) money-raising attempts at last seem to be bearing fruit with news that the company is close to striking a deal for its investment banking arm.

A little over six months ago, Regions Financial put Morgan Keegan up for sale. The two names that surfaced as the most likely suitors were Raymond James Financial (NYSE: RJF - News) and Stifel Financial. Now, according to reports, it seems that a deal is imminent. The latest is that Raymond James will pay $930 million for the brokerage unit.

Regions Financial owes the government $3.5 billion that it had received as part of the Troubled Asset Relief Program. The bank has been on the lookout for ways to raise cash, and selling Morgan Keegan fits into the scheme of things.

Farewell, Morgan Keegan
When Regions put the unit up for sale last June, executives at the Birmingham, Ala., bank had expected it to fetch somewhere around $1.5 billion. But the long, drawn-out process of finding a buyer possibly pushed down the value. According to The Wall Street Journal, the unit may attract somewhere in the range of $900 million to $1 billion. If the deal occurs, as seems likely, Morgan Keegan may first have to pay a $250 million dividend to Regions.

JPMorgan Chase may assist Raymond James by offering $900 million in credit to help the company reach a deal.

The merger between the two brokerage firms may, however, end up causing job losses at Morgan Keegan. According to a news report, Stifel Financial apparently had dropped out of the fray earlier this month. But Stifel is very much in the race and has also received a financial commitment, the details of which are still unknown.

Regions: Go away, $3.5 billion
No matter who bags the unit, it will result in the marriage of two brokerage firms in an industry that has become increasingly more fused in the last few years. A similar deal took place back in 2007, when A.G. Edwards was taken over by Wachovia for a sum of $7 billion. In the following year, the merged entity was taken over by Wells Fargo.

Nonetheless, Regions will hope the deal reaches fruition soon, as it desperately wants to pay back the government. Whether or not the deal goes through, Regions will look at other means to raise capital, such as share sale.

Hopefully, by next week we'll know how things shape up for Morgan Keegan.

Fool contributor Shubh Datta doesn't own any shares in the companies listed above. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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Morgan Stanley settles with MBIA over mortgages (AP)

NEW YORK – Morgan Stanley said Tuesday that it has reached a settlement with insurance company MBIA Inc. over disputes involving mortgage-backed investments.

It's the latest sign that banks are working hard to clean up their balance sheets by getting rid of lawsuits involving poor-quality investments like mortgage backed securities that lost value after the housing bust.

The agreement includes a cash payment of $1.1 billion from MBIA to Morgan Stanley, according to a person familiar with the settlement. The person was not authorized to speak publicly about the payment. The two companies did not publicly disclose the amount of the payment.

Both sides have withdrawn lawsuits against each other as part of the agreement.

Morgan Stanley had bought insurance protection from MBIA on commercial mortgage-backed securities it owns. After the settlement, the New York investment bank is writing down the value of the entire investment, which will result in a $1.8 billion pre-tax charge to its fourth quarter earnings.

The settlement is the result of lawsuits MBIA filed against several banks. The company said it was misled about the quality of home and commercial property loans that were written prior to the financial crisis.

MBIA provided insurance and sold guarantees on the bonds that were based on those faulty real estate loans. When the market for homes and commercial property went bust, defaults spiked, leaving MBIA on the hook for large claims that threatened to put the company out of business.

In 2009, MBIA said it would separate its relatively safe municipal bond insurance business from the more complex mortgage-backed securities insurance business. Morgan Stanley and 17 other banks sued MBIA to challenge its restructuring plan. The banks said the bond insurer's mortgage insurance division would be unable to pay the banks on the insurance they bought.

Morgan Stanley says the settlement significantly cut its risky assets and helped increase a key capital measure, helping the bank better comply with new international regulatory standards.

Morgan Stanley's stock dropped 21 cents, or 1.4 percent, to close at $15.17. MBIA shares added 8 cents to $11.48.

MBIA has settled disputes with other banks this year. Last month it reached a deal with HSBC Holdings. The New York State Financial Services Department, which regulates the insurer, says it is working closely with the remaining financial firms to reach resolutions.

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Morgan Stanley settles with MBIA, sets $1.8 billion charge (Reuters)

(Reuters) – Morgan Stanley (MS.N) agreed to give up insurance claims against MBIA Inc (MBI.N) in exchange for a $1.1 billion payment from the ailing insurer, ending a two-year legal fight over guarantees on mortgage bonds.

The deal, announced on Tuesday, is the latest move by Morgan Stanley Chief Executive James Gorman to clear away vestiges of the financial crisis and put the Wall Street bank on a more stable path.

The settlement will cause Morgan Stanley to take a $1.2 billion charge in the fourth quarter after accounting for a tax benefit, but it will also remove risky assets from company's balance sheet that have led to big swings in its quarterly earnings over the past four years.

Additionally, the deal will shore up Morgan Stanley's capital levels under tougher rules that start coming into effect in 2013.

In a statement, Gorman said the settlement had been a "top priority" for Morgan Stanley this year, "consistent with our efforts to build capital and de-risk the balance sheet."

The settlement stems from credit-default swaps (CDS) that Morgan Stanley had entered with MBIA several years ago to protect against losses on mortgage bonds.

MBIA, a bond insurer, historically focused on municipal bonds but as the U.S. real-estate market heated up last decade, it sold large numbers of CDS on mortgage-backed securities and other structured finance products.

MBIA's bets on CDS started souring as the financial crisis ramped up, leading the company to split itself into two parts: a municipal guarantee business and a structured finance unit. MBIA announced the restructuring in 2009 after receiving approval from state insurance regulators.

A group of 18 banks, including Morgan Stanley, objected to the restructuring in court, arguing that it might leave the insurer unable to pay out its structured finance obligations.

As part of the settlement, Morgan Stanley agreed to end its legal objections to MBIA's restructuring, and MBIA agreed to drop a lawsuit pertaining to the quality of the bonds underlying the CDS contracts.

MBIA will pay Morgan Stanley $1.1 billion to settle legal claims, a person familiar with the matter told Reuters.

The insurer's structured finance division, known as MBIA Insurance, will pay the settlement using a loan from its municipal bond division called National Finance, according to another person familiar with the deal.

All but five banks have settled with MBIA, including HSBC Holdings PLC (HSBA.L), Royal Bank of Scotland PLC (RBS.L) and Wells Fargo & Co (WFC.N). Those still pursuing claims include Bank of America Corp (BAC.N) and UBS AG (UBSN.VX).

An MBIA spokesman confirmed that there was a settlement with Morgan Stanley, but declined to comment on the $1.1 billion settlement figure.

"We are continuing to work toward resolving all the litigation," said Kevin Brown, a spokesman for MBIA. "We're talking to most, but not all, the parties."

Robert Giuffra Jr, a partner at Sullivan & Cromwell and lead counsel for banks that are still suing MBIA, said the plaintiffs will continue to fight its restructuring.

Benjamin Lawsky, financial services superintendent for the state of New York, said his agency will continue to work with the remaining companies and MBIA to seek resolutions.

A WIN FOR BOTH SIDES

The Morgan Stanley-MBIA settlement will benefit both parties, investors said, though it may represent a bigger win for MBIA.

MBIA shares closed up 0.7 percent on Tuesday at $11.48, having hit $12.60 after the deal announcement. Morgan Stanley fell 1.4 percent to end the day at $15.17, but had risen as high as $16.55 earlier in the day.

The settlement will remove a big swing factor from Morgan Stanley's quarterly earnings results. Because the CDS contracts turned MBIA into a major counterparty of the bank, the widening or narrowing of its credit spreads resulted in big non-cash losses and gains.

Getting rid of MBIA exposure will free up $5 billion worth of capital for Morgan Stanley and improve its Tier 1 common capital ratio by 75 basis points under upcoming rules. Under existing rules, it will reduce Morgan Stanley's Tier 1 common ratio by 30 basis points.

Gorman has been on a mission to improve Morgan Stanley's balance sheet this year, in part to ease investor concerns about the bank's exposure to the European sovereign debt crisis.

In April, Gorman struck a deal with Mitsubishi UFJ Financial Group, a major investor and partner, to convert 7.8 million Morgan Stanley preferred shares into 385.5 million shares of common stock. That move lifted Morgan Stanley's capital ratios.

Gorman has also overseen the dismantling of risky trading operations to comply with a new financial reform rule, wound down other risky assets and implemented higher pricing for over-the-counter derivatives products to reflect higher risk and cost. He has also adjusted Morgan Stanley's funding model to reduce its exposure to riskier, short-term lending.

Still, its shares are down 43 percent so far this year, compared with a 32 percent decline for the NYSE Arca Securities Broker/Dealer Index.

Walter Todd, a portfolio manager at Greenwood Capital, said Gorman's efforts have been noticed but that concerns remain over Europe and the business model of large investment banks. Todd exited his firm's Morgan Stanley position last week to reduce volatility in the portfolio.

"I think it's nice to get this behind them and check it off as something not to worry about anymore , but I wouldn't go out and buy the name because of this agreement," he said.

For MBIA's part, the deal removes a big hurdle standing in the way of its restructuring, at a lower cost than if Morgan Stanley had pursued its claims in full.

Morgan Stanley had $2.7 billion worth of net exposure to MBIA's derivative contracts as of September 30, according to a quarterly regulatory filing. The bank is writing off $1.8 billion worth of the underlying debt, which will lead to the $1.2 billion charge after taxes.

But Manal Mehta, a founding partner of the hedge fund Branch Hill Capital, which owns MBIA shares, estimates that the total notional amount of the underlying securities was more than $10 billion -- meaning that MBIA's $1.1 billion settlement may represent just 10 percent of the potential cost.

"This is a fantastic deal for MBIA," said Mehta.

A Morgan Stanley spokesman declined to disclose the notional amount of underlying securities. Mehta extrapolated his estimate from disclosures by Bank of America.

(Reporting by Lauren Tara LaCapra in New York,; additional reporting by Karen Freifeld in New York; Editing by Lisa VonAhn, Dave Zimmerman, Dan Wilchins and Steve Orlofsky)

(This story was corrected in paragraph eight to say MBIA regulators allowed the company to split, rather than were forced to split the company)

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Morgan Stanley accused of misleading on mortgage debt (Reuters)

(Reuters) – Morgan Stanley said a group of investors had accused it of selling defective mortgage bonds contained in more than $6 billion of trusts, signaling that it may face litigation over its involvement.

Gibbs & Bruns, a law firm representing the investors, alleged in a letter received on October 18 that a large number of residential mortgage-backed securities issued by trusts that the bank sponsored or underwrote was based on false or fraudulent information, the bank said in its quarterly report.

The law firm also accused Morgan Stanley of failing to prudently service mortgage loans in the trusts, the filing said.

A Morgan Stanley spokeswoman declined to comment. A Gibbs & Bruns lawyer did not immediately return a request for comment. Morgan Stanley revealed the letter's contents in a discussion of legal proceedings that could prove material.

Gibbs & Bruns is the same law firm that spearheaded a proposed $8.5 billion nationwide investor settlement with Bank of America Corp over losses tied to mortgages by the former Countrywide Financial Corp.

That accord requires court approval, and is being handled by a Manhattan federal judge after many investors not involved in the negotiations questioned its fairness.

The letter represents just the latest legal headache for Morgan Stanley in the aftermath of the financial crisis.

In its quarterly report, Morgan Stanley also outlined six class-action lawsuits and a dozen other legal matters.

Lawsuits are piling up for large banks before statutes of limitation for potential civil claims on subprime mortgage products expire.

Morgan Stanley said it has entered tolling agreements with potential litigants to forgo statutes of limitation "on a case-by-case basis." Companies can enter such agreements in an attempt to settle, rather than be forced to rush to court.

Investors represented by Gibbs & Bruns collectively hold at least 25 percent of the voting rights in the 17 mortgage trusts discussed in the October 18 letter, Monday's filing said. That is the required benchmark for taking significant legal action for breach-of-contract lawsuits.

The Bank of America settlement, by comparison, covered 530 trusts.

(Reporting by Lauren Tara LaCapra and Jonathan Stempel in New York, editing by Matthew Lewis, Gary Hill)

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Morgan Stanley wins dismissal of Libertas CDO suit (Reuters)

(Reuters) – Morgan Stanley (MS.N) won dismissal of a government pension fund lawsuit accusing it of defrauding investors in $1.2 billion of risky mortgage debt that it expected to fail.

U.S. District Judge Barbara Jones in Manhattan said the Virgin Islands fund did not allege sufficient facts to conclude that Morgan Stanley "made an actionable misrepresentation or material omission" in selling "triple-A" rated notes tied to a 2007 collateralized debt obligation known as Libertas.

In its December 2009 complaint, the fund accused Morgan Stanley of collaborating with Moody's Investors Service and Standard & Poor's on credit ratings for the notes, which were backed by subprime mortgages. It also said the bank "shorted" the notes in a successful bet that they would lose value.

Jason Davis, a lawyer for the Virgin Islands fund, did not immediately return a call seeking comment. Morgan Stanley also did not immediately return a call.

Several banks have faced allegations that they helped package risky debt for investors, only to then bet against it or allow a client to do so.

In July 2010, Goldman Sachs Group Inc (GS.N) agreed to pay $550 million to settle such charges by the U.S. Securities and Exchange Commission over the Abacus 2007-AC1 CDO, an accord that won approval from Jones.

And in June 2011, JPMorgan Chase & Co (JPM.N) reached a $153.6 million settlement with the SEC over the Squared CDO 2007-1.

TITANIC

According to the Virgin Islands fund complaint, the Libertas CDO had been backed by assets from subprime lenders New Century Financial Corp, which went bankrupt, and Option One Mortgage Corp, then owned by H&R Block Inc (HRB.N).

The fund also said Morgan Stanley should have given investors more than a generic warning in the CDO's offering materials that rising delinquencies "may" cause losses.

It likened this to the Titanic's captain telling passengers that his ship may sink because others had, while concealing that the ship had struck an iceberg and was taking on water.

But Jones said the fund made only a "conclusory allegation" that Morgan Stanley collaborated with the rating agencies to generate false ratings. She also said the offering materials were prepared by the issuers and were not a "statement" by Morgan Stanley promoting false ratings.

Moody's is a unit of Moody's Corp (MCO.N) and S&P is a unit of McGraw-Hill Cos (MHP.N). Neither was a defendant.

The case is Employees' Retirement System of the Government of the Virgin Islands v. Morgan Stanley et al, U.S. District Court, Southern District of New York, No. 09-10532.

(Reporting by Jonathan Stempel in New York; Editing by Ted Kerr and John Wallace)

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Morgan Keegan paying $200M to settle fraud charges (AP)

WASHINGTON – Investment firm Morgan Keegan & Co. is paying $200 million to settle civil fraud charges that it overstated the value of mortgage investments just as the housing market was collapsing in 2007 and lured buyers of its funds with false sales materials.

Morgan Keegan's parent company, Regions Financial Corp., also announced Wednesday that it hired investment bank Goldman Sachs & Co. to explore "potential strategic alternatives" for Morgan Keegan. The alternatives could include a sale of the firm or divisions of it.

Federal and state regulators said the actions of Morgan Keegan, based in Memphis, Tenn., caused investors in five funds to lose an estimated $1.5 billion. Morgan Keegan failed to use "reasonable" procedures to calculate the value of securities in the funds backed by high-risk mortgages, the regulators said. The firm misrepresented the value of the funds and the risk involved to entice people to invest, they said.

Half of the money will go toward compensating investors.

The U.S. Securities and Exchange Commission, regulators in Alabama, Kentucky, Mississippi, South Carolina and Tennessee, and securities industry regulators announced the settlement Wednesday. Two former employees of the firm also agreed to pay civil penalties.

It was the latest legal action by regulators in connection with the mortgage meltdown and financial crisis. On Tuesday, Wall Street bank JPMorgan Chase & Co. agreed to pay $153.6 million to settle the SEC's civil fraud charges that it misled buyers of complex mortgage investments just as the housing market was collapsing.

Regulators have been investigating a number of major banks' actions ahead of the financial crisis that plunged the country into the most severe recession since the 1930s. More charges are expected.

Of the $200 million that Morgan Keegan agreed to pay, a $75 million penalty and $25 million in restitution was levied by the SEC. The remaining $100 million will go to a state fund, with the money to be distributed to investors who were harmed.

In addition, Morgan Keegan agreed not to make valuations of securities for investment funds for three years. The firm got out of the valuation business in 2008.

"The falsification of fund values misrepresented critical information exactly when investors needed it most — when the subprime mortgage meltdown was impacting the funds," SEC Enforcement Director Robert Khuzami said in a statement. "Such misconduct does grievous harm to investors."

Regions, based in Birmingham, Ala., received $3.5 billion in taxpayer funds under the federal financial bailout in 2008 and hasn't yet repaid the government.

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Associated Press writer Greg Bluestein in Atlanta contributed to this report.

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Morgan Stanley loses bid to toss MBIA lawsuit (Reuters)

CHICAGO (Reuters) – A New York judge rejected Morgan Stanley's (MS.N) bid to throw out a lawsuit accusing the bank of fraudulently inducing bond insurer MBIA Inc (MBI.N) to insure $223.2 million of risky mortgage debt.

MBIA filed the lawsuit in December accusing Morgan Stanley and its Saxon Mortgage Services Inc unit of making false representations about the quality of the underwriting on a pool of 4,979 second-lien residential mortgages.

MBIA said it found breaches in 97 percent of the loan files it examined, and expected to be responsible for much more than the $71 million of claims for which it had already paid out.

In a ruling Thursday, New York State Supreme Court Justice Gerald Loehr threw out MBIA's unjust-enrichment claim against Saxon but refused to dismiss claims alleging fraudulent inducement, breach of contract and punitive damages.

He said it was premature to accept Morgan Stanley's argument that MBIA's losses were a result of the nation's housing slump, which caused higher loan delinquencies.

Morgan Stanley "had unique and special knowledge regarding the mortgage loans, particularly the quality of the underwriting," Loehr wrote. "It cannot be said that MBIA's reliance on the defendant's representations was unreasonable."

Mary Claire Delaney, a Morgan Stanley spokeswoman, declined to comment. MBIA is based in Armonk, located in New York's Westchester County, where Justice Loehr sits.

MBIA, once the largest municipal bond insurer, piled up big losses by insuring mortgages and other debt that proved toxic. It and other investors have sued a large number of banks to recover losses on billions of dollars of toxic loans.

Morgan Stanley is among roughly a dozen banks challenging the 2009 restructuring of MBIA that was overseen by New York's insurance superintendent. The banks say the restructuring left MBIA's insurance unit undercapitalized and unable to pay out on their claims.

New York's highest court, the Court of Appeals, is scheduled to consider the banks' arguments on May 31.

In morning trading, Morgan Stanley shares were up 25 cents at $23.80, and MBIA shares were down 14 cents at $9.06.

The case is MBIA Insurance Corp. v. Morgan Stanley et al, New York State Supreme Court, Westchester County, No. 29951/2010.

(Reporting by Jonathan Stempel; editing by John Wallace)

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