A8| Friday, February 21, 2020 ** THE WALL STREET JOURNAL.
WORLD NEWS
as CEO, said in an interview.
“This isn’t about legacy-build-
ing; it’s about getting [Morgan
Stanley] ready for prime
time.”
E*Trade became a house-
hold name in the late 1990s
with its dot-com vibe and
splashy Super Bowl commer-
cials. Falling commissions
have hurt its brokerage arm
and low interest rates have cut
into the money it makes by in-
vesting the idle cash its cus-
tomers leave in their accounts.
Its crown jewel is a compar-
atively low-profile business:
managing the stock that em-
ployees at hundreds of compa-
nies receive as part of their
pay. Those shares are typically
locked up for a few years and
when they become available,
E*Trade aims to move those
employees into brokerage ac-
counts. Morgan Stanley has a
competing business, which it
expanded a year ago by ac-
quiring privately held special-
ist Solium. After buying
E*Trade, Morgan Stanley
would have more than 4,
corporate customers and $
billion of stock held on behalf
of their employees.
The takeover, code-named
Project Eagle, is the largest
deal by a major Wall Street
player since the crisis, when
regulators arranged hasty
marriages in a bid to shore up
the financial system. Few have
tested the waters in Washing-
ton since then.
That the latest test comes
from Morgan Stanley, the
banking industry’s weakling
during the 2008 crisis and a
problem child for years after-
ward, is a testament to its re-
invention under Mr. Gorman.
The 61-year-old has cut riskier
trading operations and grown
steadier businesses like lend-
ing and wealth management.
Revenue hit a record $41 bil-
lion last year.
“We’re strong now, and I
believe you move from a posi-
tion of strength,” Mr. Gorman
vered as E*Trade started to
feel tremors of the coming
meltdown in its portfolio of
home-equity loans.
This time, talks began in
late December, when a two-
hour conversation between
Messrs. Gorman and Pizzi con-
vinced both men of the deal’s
merits. Mr. Gorman said the
tumult kicked off by Schwab
made E*Trade “more open” to
a deal but said he wasn’t low-
balling: The deal price of
$58.74 a share, all in Morgan
Stanley stock, is 34% higher
than E*Trade’s price before
Schwab announced its fee cut.
Morgan Stanley expects to
recoup that premium through
$400 million of cost cuts and
additional savings of $150 mil-
lion from using E*Trade’s low-
cost deposits to replace more
expensive funding.
Mr. Gorman said he also
sees an opportunity to take
E*Trade international, where
it has no wealth-management
presence.
All of Wall Street is on the
hunt for more reliable sources
of revenue after postcrisis reg-
ulations and a long period of
eerie calm in the markets
crimped trading. JPMorgan
Chase & Co. and Bank of
America Corp. are getting big-
ger in payments, while Morgan
Stanley’s closest peer and
fierce rival,Goldman Sachs
Group Inc., is building an on-
line retail bank.
Mr. Gorman is proving him-
self to be one of the savvier
corporate deal makers. He
pried wealth manager Smith
Barney away for a song from a
weakenedCitigroup Inc. in
the wake of the crisis. Here he
seized on the brokerage price
war to nab E*Trade. Morgan
Stanley has also been scouring
targets in asset management,
where it is smaller and nichier
than peers, people familiar
with the matter have said.
The E*Trade acquisition is
expected to close in the fourth
quarter.
said.
He has sounded more ac-
quisitive in recent months and
floated a trial balloon with
regulators and investors by
buying Solium last year for
$900 million. Morgan Stanley
shares had gained 40% since
September through Wednes-
day, giving him a more richly
valued currency to shop with.
Mr. Gorman said he has
been eyeing E*Trade since
2002, when he was an execu-
tive at Merrill Lynch. He
reached out again in 2007,
when he was tasked with fix-
ing Morgan Stanley’s broker-
age arm, but negotiations wa-
Talks began in late
December, soon
after Schwab cut its
trading fees to zero.
tumbling and raised questions
about whether the brokerage,
dwarfed by a merged competi-
tor, could survive alone.
Morgan Stanley already has
15,500 human advisers cater-
ing to millionaires and last
year rolled out an online-only
tool for customers with less
money and less-complicated
financial lives. E*Trade will
slot into that wealth-manage-
ment arm, which will have
more than eight million users
and $3.1 trillion in client
money once the deal closes.
“We’ll take on Schwab.
We’ll take on Fidelity,” Mr.
Gorman, now in his 10th year
Continued from Page One
Bank Bets
On Small
Investors
right time to pass the reins to
new leadership.”
Mr. Wexner, the longest-ten-
ured CEO of an S&P 500 com-
pany, was the last man stand-
ing from a generation of
merchants who created brands
that ruled America’s malls. He
opened his first store, The Lim-
ited, with a $5,000 loan from
his aunt.
From his base in Columbus,
Ohio, he built a global retailing
empire that housed mall fix-
tures like The Limited, Aber-
crombie & Fitch and Express.
At its peak in 2015 it was
worth $29 billion. The empire
was driven by Mr. Wexner’s be-
lief that Americans enjoyed
shopping in malls, even as
smartphones changed the way
people buy and socialize.
In a 2018 interview with the
Journal, he blamed the demise
of clothing chains in the mall
on the merchandise they sold
rather than their location or
marketing. He argued that
specialty retailers need to fo-
cus on products with “emo-
tional content,” such as linge-
Continued from Page One
rie and beauty.
“Twenty years ago, we had
jeans. Everybody was very ex-
cited about jeans,” he said in
the interview. “That category is
lost.”
Victoria’s Secret, which Mr.
Wexner acquired in 1982, was
one of his biggest successes. It
grew from a catalog with a
handful of stores to dominate
the lingerie market with an-
nual sales topping $7 billion.
The brand, which was built
around supermodel “Angels”
and padded bras, sent out cat-
alogs and televised an annual
fashion show—though later its
overtly sexual marketing drew
criticism.
Even as shopping shifted
online and lingerie startups
like ThirdLove advertised
comfort and inclusivity over
sex appeal, Mr. Wexner bet on
opening more stores and ad-
justing products rather than
changing the marketing. He
also defended malls and the
vision behind Victoria’s Secret.
“The brand has lost its way,
while the lingerie market is
not large or high growth and
has become commoditized,”
said Jefferies analyst Randal
Konik. “Furthermore, with ath-
leisure taking over, the need
for regular bras continues to
wane.”
An L Brands spokeswoman
said Thursday that Mr. Wexner
wasn’t available for comment.
With malls drawing fewer
people and anchors like Sears
and Macy’s closing hundreds of
stores, even some big mall
owners have tried to shift away
from retail in recent years.
They have turned vacant de-
partment stores into grocery
stores or added fitness clubs
and restaurants.
Still, L Brands’ other busi-
ness, the Bath & Body Works
chain, has continued to post
strong sales gains even with
hundreds of stores in malls.
L Brands said it had pro-
moted one of its longtime exec-
utives, Andrew Meslow, to take
over as chief executive and be
added to the board when the
Victoria’s Secret deal closes.
Three longtime board mem-
bers, including L Brands’ lead
independent director, will step
down at the next annual meet-
ing, the company said. Two
other directors left last year
amid pressure from an activist
investor. Mr. Wexner, who owns
a 17% stake, and his wife, Abi-
gail, will keep seats on the
board.
L Brands shares fell 3.6% on
Thursday. The shares had ral-
lied in recent weeks after the
Journal reported that L Brands
was in talks with Sycamore and
that Mr. Wexner was in discus-
sions to step aside as CEO of
the company.
L Brands will keep a 45%
stake in the Victoria’s Secret
business and use proceeds of
the sale to pay down some of
its $5.5 billion in debt. The
deal is expected to close in the
second quarter, the company
said.
The sale price is lower than
some analysts expected.
Sycamore has a history of
scooping up struggling retail-
ers, slashing costs and selling
off assets. It bought The Lim-
ited in 2017 after the chain
filed for bankruptcy protection
and it owned the Nine West
chain, which filed for bank-
ruptcy protection in 2018. The
New York firm’s biggest deal
was its nearly $7 billion lever-
aged buyout of Staples Inc. in
2017.
Even in his 70s, Mr. Wexner
had a heavy hand in the com-
pany’s operations and a few
years ago moved to take direct
oversight of the Victoria’s Se-
cret business, ousting the
unit’s CEO, eliminating its
swimwear and cutting the
brand’s catalog. But sales be-
gan to sag and, despite efforts
to revive the business, it never
turned around.
Last year, activist hedge
fund Barington Capital Group
LP built a small stake in L
Brands and urged the company
to consider splitting the fast-
growing Bath & Body Works
chain from Victoria’s Secret. L
Brands added two new direc-
tors and signed an agreement
with Barington to have the
fund serve as a special adviser.
Those communities created a
prosperous agriculture indus-
try, turning what was largely
empty land into farms of bell
peppers and succulent Majd-
hool dates.
To work and harvest the
lands, Israeli farmers have re-
said. “He can’t give away our
land to another people.”
After capturing the valley
from Jordan in a 1967 war, Is-
rael soon sent citizens to live
there to create a civilian-led
security buffer along the once-
hostile Jordanian border.
don’t know when the situation
could explode,” he said.
Outside Jericho’s city hall,
Tawfiq Alqadi, 62, was having
a midday coffee with a few
other retirees sitting around a
table. “We will do all we can
to oppose Trump’s plan,” he
lied on Palestinian laborers,
who receive wages roughly
three times as large as they
would for similar work in Pal-
estinian-controlled areas. Pal-
estinian farmers have also ad-
opted Israeli farming
techniques and crops, raising
hope for an independent and
prosperous Palestinian farm-
ing industry in the area.
Around 6,000 Palestinians
are employed year-round by
Israeli farmers in the Jordan
Valley, with the number reach-
ing 20,000 during harvest
times, Israeli officials said.
In a 12-month period of 2017
and 2018, Israeli farmers sold
$174 million of produce, half of
which was exported abroad, ac-
cording to Mr. Vaisler. Revenue
from dates is expected to rise
around an additional $58 mil-
lion annually over the next de-
cade, he added.
Palestinian revenue from
dates now amounts to around
$70 million to $80 million an-
nually, Mr. Daiq said, adding
he expected that number to
grow to $200 million in the
coming six to seven years.
Signs of tension have al-
ready begun to materialize
north of Jericho. Armed
groups of Israeli soldiers could
be seen patrolling the streets
of nearby small Palestinian vil-
lages along a main road
through the valley the day af-
ter Mr. Trump released his
peace plan.
Supporters of annexation
say Israeli control of the Jordan
Valley is essential to Israel’s se-
curity, allowing it to defend
against potential invasions
from the east and weapons
smuggling into the West Bank.
The Trump administration
cites the same security ratio-
nale in proposing awarding
the territory to Israel. Under
the U.S. plan, the city of Jer-
icho—considered one of the
oldest inhabited cities in hu-
man civilization—would be en-
tirely surrounded by Israeli
territory.
one day serve as the agricul-
tural backbone of an indepen-
dent state’s economy. It has al-
ready caused deep concern
among Palestinian laborers
and farmers who warn that
frictions will result from any
efforts to annex territory.
Some Israelis in the valley
share those concerns. “Presi-
dent Trump spoke about a win-
win situation in the future,”
said No’am Vaisler, the Israeli
chairman of the Agricultural
Committee for the Jordan Val-
ley regional council. “But it’s a
win-win situation now.”
Around 10,000 Israelis and
80,000 Palestinians live in the
Jordan Valley, according to the
Israeli nongovernmental or-
ganization Peace Now, spread
across a patchwork of farming
towns and agricultural lands
that defy easy division.
The night Mr. Trump re-
vealed his peace plan, Ismail
Daiq, chief executive of the
West Bank-based Valley Trad-
ing Co. and a former Palestin-
ian agriculture minister, said
he couldn’t sleep, his mind
racing with questions.
He said about two-thirds of
his 600 hectares of date trees
would become Israeli land un-
der the proposed plan. “In the
last 30 years, [the Jordan Val-
ley] has been a peaceful area,”
said Mr. Daiq. “Now I expect
the problems to start.”
Salem Ghrouf, the Palestin-
ian mayor of Jericho, the de
facto Palestinian capital of the
Jordan Valley, said he and
other officials were working to
keep protests nonviolent in
the majority-Palestinian West
Bank, of which the Jordan Val-
ley makes up about 30% of the
territory.
But Mayor Ghrouf said he
couldn’t anticipate how Pales-
tinians would react to a U.S.
proposed peace plan that would
isolate his city from surround-
ing villages, most of which rely
on farming for a living, and
prevent the natural expansion
of the urban population. “We
JORDAN VALLEY—For three
decades, Israeli date farmer
Yaakov Elbaz has slept with an
M16 close to his bed and a pis-
tol under his pillow, afraid Pal-
estinian assailants would at-
tack his village to try to drive
his family off disputed land.
Despite his wariness, Mr.
Elbaz’s farm in the West Bank
has enjoyed years of growth,
with few disruptions to pro-
duction on farmland that is
now home to 8,000 date trees
producing about $3 million in
annual revenue.
“I’d be a liar if I told you
the situation isn’t very good,”
said the father of four.
This borderland hasn’t been
especially dangerous for Israe-
lis for several decades, even
though the potential of vio-
lence has lingered here in the
wake of two deadly uprisings
Palestinians launched against
Israel since the late 1980s. But
now, after years of prosperous
and largely peaceful coexis-
tence, a drive to solidify Is-
rael’s sovereignty over the
contested Jordan Valley is
threatening the delicate rela-
tionship between Israeli and
Palestinian farmers.
Israeli Prime Minister Ben-
jamin Netanyahu, who is fac-
ing his third election in less
than a year on March 2, has
vowed to annex the Jordan
Valley and West Bank settle-
ments. That campaign pledge
was largely endorsed by the
Trump administration last
month when it released its
long-awaited peace plan call-
ing for extending Israeli sover-
eignty over the fertile valley.
The plan, if implemented,
would scuttle Palestinian
hopes that the valley could
BYDOVLIEBER
Trump Peace Plan Unsettles Jordan Valley
Annexation by Israel is
prospect that makes
Palestinian and some
Israeli farmers nervous
Jerusalem
Rehovot
Netanya
Tel Aviv
Dead
Sea
Jordan
River
Nablus
Jericho
Hebron
Jenin
Tulkarm
ISRAEL
JORDAN
WEST BANK
JORDAN
VALLEY
10 miles
10 km
Landthatwouldbe
annexedbyIsraelunder
Trumpproposal
Palestiniancommunities
withinproposed
annexation
Israelisettlements*
Barrier
Planned
barrier
Med.
Sea
SYRIA
JORDAN
LEB.
ISRAEL
EGYPT
Area of
detail
Sources: Hagit Ofran, Peace Now; Dan Rothem
*The Trump plan calls for all Israeli settlements, including those located outside the designated annexation area, to become Israeli territory.
ATrumpadministrationproposal,reflectedinamaptheWhiteHousehascalledconceptual,would
allowIsraeltoannexmorethan30%oftheWestBank,includingtheJordanValleyandnearly
Palestiniancommunities.
FROM PAGE ONE
Victoria’s
Secret Sold
By Wexner
Les Wexner is also stepping down as the head of L Brands, the parent company of Victoria’s Secret.
TY WRIGHT FOR THE WALL STREET JOURNAL