Wednesday, September 24, 2008

Lewis Turns to Tomato-Growing `Unknown Genius' on Merrill Deal

Gregory L. Curl may be the biggest Wall Street dealmaker you've never heard of.

He's never worked for Goldman Sachs Group Inc. or any Wall Street investment bank. He's spent most of his life in the Midwest. He drives a pickup truck and shares homegrown tomatoes with co-workers at Bank of America Corp.'s Charlotte, North Carolina, headquarters.

Curl, 60, is the man Chief Executive Officer Ken Lewis and his predecessor have relied on to transform Bank of America from a regional bank in the Southeast U.S. to a global financial juggernaut. Curl was in action again last week, helping Lewis weigh, and reject, a takeover of Lehman Brothers Holdings Inc. and seal the $50 billion purchase of Merrill Lynch & Co.

``I think Greg has done more bank mergers than just about any human being alive,'' said John Oros, a longtime associate who sits with Curl on the board of Enstar Group Ltd., a Bermuda-based insurance company.

Described by associates as plain-spoken and usually dressed in a conservative blue suit, Curl crisscrosses the globe to carry out Lewis' ambitions. Since 2005, he has reported directly to the chief. He declined to comment for this story.

``He has no need to be noticed,'' said Hugh L. McColl Jr., who worked closely with Curl as the previous Bank of America CEO. ``If there were 10 people in the room, or 100,000, you'd never pick him out.''

Edward Herlihy, a lawyer at Wachtell Lipton Rosen & Katz who advises Bank of America on mergers, calls him an ``unknown genius.''

China Investment

Curl helped engineer a $3 billion investment in China Construction Bank in 2005, as well as the $21 billion purchase of LaSalle Bank as part of the breakup of Dutch lender ABN Amro Holding NV last year.

When a consortium of investors including Bank of America sought to drop a $25 billion agreement to buy SLM Corp., the student lender also known as Sallie Mae, last year, Curl helped negotiate a settlement.

Curl started his banking career in 1974 as a loan officer at Boatmen's Bancshares, a St. Louis institution that got its start serving boat workers on the Mississippi River. He grew up in Nixa, Missouri, then a town of less than 2,000 known for its tomato farms. He studied politics and once ran a field office for John Danforth, then a U.S. senator from Missouri. Curl still keeps a cattle ranch there.

``He's got real country in him,'' Danforth said.

Curl rose to the post of vice chairman at Boatmen's and helped orchestrate its $10 billion sale, in 1997, to McColl, then the chief of Charlotte-based NationsBank Corp. Curl secured a role as his new firm's in-house dealmaker and moved to Charlotte.

`Bad Idea'

Later that year, McColl started discussions with Wells Fargo & Co. over a merger. McColl turned to Curl for advice.

``He just told me, `That's a bad idea, here's a better one,''' McColl said. ``And we did the better one.''

They bought BankAmerica Corp. for $43 billion, adopting the San Francisco lender's name.

McColl's BankAmerica purchase created a consumer banking network with branches from Florida to Washington State. Lewis, who succeeded him in 2001, added FleetBoston Financial Corp. for customers in the Northeast, and snapped up private banking and credit-card units. Bank of America is now the largest U.S. bank by domestic deposits, according to Federal Deposit Insurance Corp. data.

The Merrill purchase may be Lewis's most ambitious yet. In exchange for the world's biggest retail brokerage, he takes on a firm that's had more than $45 billion of writedowns on subprime mortgage assets and leveraged loans since credit markets began to contract last year.

`Unique Opportunity'

``This was a unique opportunity,'' Lewis said last week.

Lewis's other advisers on the Merrill purchase included a team from J.C. Flowers & Co., the New York-based private equity firm, which had previously spent time looking at Merrill's books while considering an investment in the firm. Fox-Pitt Kelton Cochran Caronia Waller, a brokerage controlled by Flowers, provided a fairness opinion. Herlihy led a Wachtell Lipton team including Lawrence Makow and Nicholas Demmo for legal advice.

Merrill, led by Chief Executive John Thain, got advice from its own bankers, and from lawyers John Madden, John Marzulli, and Scott Petepiece of Shearman & Sterling LLP. Merrill's independent board members were advised by lawyers including Robert Joffe, Susan Webster, and Sarkis Jebejian of Cravath, Swaine & Moore LLP.

With reporting by Bradley Keoun in New York and David Mildenberg in Charlotte, North Carolina. Editors: William Ahearn, Otis Bilodeau.

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