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Archive for the ‘AIG’ Category

Litigation may be slowly doing the job missed or only partially completed by various governmental investigations into the financial crisis. The Valukas report on the Lehman bankruptcy was revealing, and numerous foreclosure defense attorneys have opened cans of worms that the powers that be would rather pretend simply don’t exist.

The New York Times reports tonight that a case filed last year was unsealed last week. It plumbs a continuing sore point with the public, namely the generous terms of the AIG bailout, both to the company (which defied the government and insisted on remaining largely intact when the plan had been to sell its various units to repay the government funding) and to its credit default swap counterparties. The litigation has the potential to be revealing, particularly if it goes into discovery (various depositions are likely to become public in pre-trial jousting, um, motions). The Times gives an overview:

The lawsuit, filed by a pair of veteran political activists from the La Jolla area of San Diego, asserts that A.I.G. and two large banks engaged in a variety of fraudulent and speculative transactions, running up losses well into the billions of dollars. Then the three institutions persuaded the Federal Reserve Bank of New York to bail them out by giving A.I.G. two rescue loans, which were used to unwind hundreds of failed trades.

The loans were improper, the lawsuit says, because the Fed made them without getting a pledge of high-quality collateral from A.I.G., as required by law.

“To cover losses of those engaged in fraudulent financial transactions is an authority not yet given to the Fed board,” said the plaintiffs, Derek and Nancy Casady, in their complaint, filed in Federal District Court for the Southern District of California.

The lawsuit names A.I.G., Goldman Sachs and Deutsche Bank as defendants, but not the Fed.

The lawsuit itself names other defendants, including Merrill and its successor Bank of America, SocGen, and “Does 1 through 100.”

White shoe types will likely look down their noses at the filing. It makes rather eccentric use of graphics (for instance, including company logos) and includes charts, some of which are very helpful (tables with tabulations and timelines), while others are visual representations of arguments made in the text and hence would be deemed by style snobs to be redundant. It also is somewhat sensationalistic, even heated at points in tone (which does make for more lively reading) and does not unpack its arguments as much as appears to be typical in court filings.

Nevertheless, despite the rough style, there’s some intriguing reading, and the case does a clever job of juxtaposing e-mails and Congressional testimony by AIG executives with various disclosures of the AIG bailout process and the terms of the loan facilities.

To my non-expert eye, the case appears to hinge on the argument that begins on p. 43, that the Fed loans were in violation of the Fed’s authority under the widely-cited “unusual and exigent circumstances” clause. I had taken the reading of former central banker, now Citigroup economist Willem Buiter on this, that it gave the Fed the authority to lend against a dead dog if it chose to.

That appears to be inaccurate, and I wonder if the focus upon this section will embolden the Audit the Fed crowd to have another go at the central bank.

Specifically, the “unusual and exigent” language includes other restrictions, which I read as all being operative:

1. The central bank can lend against “notes, bills, and other drafts of exchange when such notes, drafts, and bills of exchange are indorsed or otherwise secured to the satisfaction of the Federal reserve bank

2. The “notes, bills, and other drafts of exchange” must be discounted

3. The Federal reserve bank making the loan must obtain evidence that the non-bank party seeking the loan can’t get credit from other banks

4. “….five or more members of the Board of Governors must affirmatively vote to authorize the discount prior to the extension of credit.”

The case focuses on allegedly fraudulent representations made by AIG and the various major dealers in the course of obtaining the financing. But the part I find interesting is the Fed’s evident non-compliance with the requirements of this section, particularly the fact that the central bank lent 100% against the face value of the AIG CDOs, between taking out the CDS and then lending the bailout vehicle Maiden Lane III the funds to buy the CDOs. Interestingly, the SIGTARP investigation missed this issue. If this was at all considered, the argument may have been that the AIG equity in MLIII was tantamount to a discount, but the lawsuit argues that notion is bogus. Since AIG was broke, any money for the AIG equity came from the outside (in fairness, it’s a bit more complex, thanks to reserves set aside over the collateral dispute).

The suit argues that the initial loan was made under false premises, since the loan was secured by all assets of AIG, when the assets were already pledged (all the regulated subs have prior claims on them, both to creditors and policy-holders). The understanding, as depicted in various less-than-official accounts, like the Andrew Ross Sorkin Too Big Too Fail, is that the loans were secured by the equity of the subs. Fine in theory, but in practice, that isn’t what the loan document says, and as important (although not argued in the case) is the amount of the loan was based on what AIG needed to stay afloat, not on any effort to find a market value of the assets pledged and discount that.

In addition, the notion that it was acceptable to lend against stock appears to be based on the discount schedule that the Fed posts and revises from time to time as to the types of collateral that are accepted for lending and the various discount rates established for them. But note that schedule is for depositary institutions. The Fed acted as if it could simply lend against the same assets held by non-depositaries, but the language of the germane section does not appear to support that idea.

The various disclosures of how the Fed lent against pretty much anything the banks could round up, including defaulted securities, is troubling. Defenders of the central bank argue no harm was done since the securities have recovered from crisis lows (well save the ones that went to zero). The problem is that the logic is circular. In many cases, the value of the securities now depends on the fact that the Fed is willing to lend at super low interest rates. So the “market” values are fictive and dependent upon Fed intervention, which is coming at the expense of savers. The interdependence between the Fed’s rescue facilities and its continued interventions is given a free pass, but those of us who are not at the top of the food chain are continuing to pay the cost.

Naked Capitalism

Seriously, there’s a difference between being rather foolish and outright bullcrap.

In the ‘you can’t make this crap up’ category this morning we have this report from Seeking Alpha:

The U.S. government and American International Group Inc. (NYSE: AIG) on Wednesday announced a deal to accelerate repayment of taxpayer dollars and clear the road for the company to reclaim its independence.

Terms of the arrangement, which were outlined in September, call for the company to borrow funds from the Treasury Department to repay the remainder of its debt owed to the Federal Reserve, leaving the Treasury holding the bulk of the beleaguered company’s common stock.

Once the world’s largest insurer, AIG received more than $180 billion of bailout funds from the government to help cover investments that vanished during the collapse of the U.S. real estate bubble. The “definitive recapitalization agreement” signed by AIG “marks an important step forward in our progress toward completely repaying taxpayers,” the company said in a statement.

Under the recapitalization plan, AIG “will have the right to raise up to $3 billion [and up to an additional four billion dollars with the consent of the Treasury Department] by August 15, 2011,” AIG said in a filing with the U.S. Securities and Exchange Commission (SEC).

The restructured deal also spells out the rights the Treasury Department will have under the accelerated exit plan as it begins to sell off its controlling stake in the giant insurer.

“Today’s announcement is a milestone in the government’s long-stated efforts to exit our investments in private companies as soon as practical while protecting taxpayers,” Tim Massad, acting assistant secretary for financial stability, said in a statement. “When all is said and done, we believe taxpayers will recover every dollar invested in AIG and stand a good chance of making a profit.”

The Treasury is aiming to sell at least $15 billion of its shares in the insurer in the first of a series of stock offerings starting in the first quarter of 2011, people familiar with the matter told The Wall Street Journal.

The $15 billion share sale represents roughly 25% of the government’s stake, given AIG’s current stock price. The government currently owns 79.8% of the company and is expected to increase its stake to 92.1% by converting preferred shares it owns into AIG common stock.

The plan will then revert to a careful balancing act as the government unloads an additional $60 billion in AIG stock over the next two years, hopefully without destabilizing the company and driving down the share price. While Treasury wants to exit its ownership as quickly as possible, the agreement will allow the company only the limited ability to sell shares to maintain its capital position or that of its insurance units.

The government will have complete control over the terms, conditions and pricing of any sale in which it participates, including any primary offering by AIG until the Treasury Department’s ownership of AIG’s voting securities falls below 33%.

Although AIG has the right to conduct two primary offerings per year, the Treasury Department may decide to participate in those offerings, and to prevent AIG from selling any stock into the market, according to The Journal.

The actual size of AIG’s offerings will depend on investor demand for the stock, which the company hopes to buttress with a series of investor presentations in the coming months, anonymous sources told The Journal.

AIG also must retire $20 billion in secured debt to the Federal Reserve Bank of New York and transfer other obligations from the New York Fed to the U.S. Treasury. The Treasury sales won’t happen until the two sides have worked out an agreement for those transactions.

The government can compel AIG to sell shares it holds in two companies: AIA Group Ltd and MetLife Inc. (NYSE: MET). AIG owns a portion of AIA, an Asian life insurer, after spinning the company off to help repay its debt. AIG got the MetLife stock when it sold another unit to MetLife.

AIG recently issued its first bonds in more than two years as part of an effort to line up $11 billion to $12 billion in “actual and contingent” liquidity to support it after its debt from the New York Fed is retired, Moody’s Investors Service (NYSE: MCO) said AIG was the biggest recipient of government aid during the financial crisis and has been a lightning rod for critics who have questioned the government’s decision to save it through the Troubled Asset Relief Program (TARP).

A Congressional Budget Office report in March said AIG’s ability to repay the bailout funds is an open question and that as much as $36 billion in assistance provided to the company since the start of the financial crisis may never be repaid.

“When AIG will be able to pay the government completely back for its assistance is currently unknown because the federal government’s exposure to AIG is increasingly tied to the future health of AIG, its restructuring efforts, and its ongoing performance as more debt is exchanged for equity,” the report said.

The Congressional Oversight Panel, created to oversee TARP, said in June that it is unclear if AIG can generate enough value for shareholders to ensure the U.S. government gets repaid in full, concluding that taxpayers “remain at risk for severe losses.”

STOP THE LOOTING AND START PROSECUTING

By Karen Weise

Deep in an article today on the government’s bailout of AIG, The New York Times cites sources saying that the Treasury Department’s “point man” on AIG, Don Jester, was a former Goldman Sachs employee who owned stock in the bank even as he was making decisions [1] on the bailout that ultimately channeled billions of taxpayer dollars to Goldman.

Owning stock in a company an official oversees typically is verboten, but because Jester was working as an outside contractor rather than an official employee, he was exempt from conflict-of interest rules [2].

American International Group building in New York City (Spencer Platt/Getty Images)

Goldman Sachs stood to benefit from the AIG bailout because Goldman had roughly $20 billion in insurance-like credit-default swaps with AIG — essentially bets by the investment bank that the housing market would go south. But if AIG collapsed, Goldman wouldn’t be able to collect on the bets. When the government instead bailed out AIG, taxpayers paid out the swaps at full face value, and Goldman Sachs got $12.9 billion [3] — more than any other of AIG’s customers.

Jester was Goldman’s deputy CFO when he left the firm in 2005. And here’s what the Times says [1] about his investments in Goldman:

Mr. Jester, according to several people with knowledge of his financial holdings, still owned Goldman stock while overseeing Treasury’s response to the A.I.G. crisis.

We contacted Jester this morning to comment on the story and confirm the stock ownership; we’ll post an update when we get a response. His spokesperson, Michelle Davis, told the Times that Jester followed what the paper paraphrases as an “ethics plan to avoid conflict with all of his stock holdings.” (According to a federal database search, Jester received $30,000 [4] for six months consulting at the Treasury Department.)

Earlier this year, a Times op-ed online dubbed Jester one of the “mystery men” [5] of the financial crisis and noted that Jester was at the center of the Treasury Department’s response to AIG’s impending collapse. During the chaotic two months in the fall of 2008, Timothy Geithner, then the head of the Federal Reserve Bank of New York, spoke on the phone with Jester 103 times — more than other person aside from then-Treasury Secretary Henry Pauslon. Jester relocated to AIG’s offices for a period of time, the paper reported.

The government’s decision to have AIG pay out Goldman and others bets at full value has been controversial. The Times said while several of the Federal Reserve Bank of New York’s outside advisors recommended it force banks to take losses on their bets with AIG, Jester advocated for full repayment:

According to the documents, Mr. Jester opposed bailout structures that required the banks to return cash to A.I.G. Nothing in the documents indicates that Mr. Jester advocated forcing Goldman and the other banks to accept a discount on the deals.

As an example of the advice against paying full value for the deals, the Times cited a presentation from an advisor [6] to the New York Fed, which outlined five reasons banks should agree to concessions. The Federal Reserve Bank of New York defended its decisions to the Times:

“This was not about the banks,” said Sarah J. Dahlgren, a senior vice president for the New York Fed who oversees A.I.G. “This was about stabilizing the system by preventing the disorderly collapse of A.I.G. and the potentially devastating consequences of that event for the U.S. and global economies.”

ProPublica