November 15, 2024

Deal Professor: Reports Reveal Financial Challenges, but Few Solutions

Harry Campbell

The important and self-important of global finance are again gathering at the annual World Economic Forum in Davos, Switzerland. This year, the mandatory reading should be two recent reminders from JPMorgan Chase and the Federal Reserve that we are light years from understanding or preventing financial crises.

The reminders come in the form of JPMorgan’s management task force report on the bank’s billions in losses from the “London whale” trade and the released transcripts of the 2007 Federal Reserve meetings. The report and the transcripts provide a sobering lesson that the people who run our financial system not only have a lot of work to do, they still aren’t sure what that work is.

Let’s start with JPMorgan’s $6.2 billion trading loss.

JPMorgan is a huge institution with more than $2 trillion in assets. Banks typically lend their deposits, but for the tens of billions that JPMorgan cannot lend, this remainder is turned over to its chief investment office. This unit is charged with earning returns on this money and also using these billions to hedge the enormous financial institution against bad events.

What happened next was that a number of C.I.O. traders got stuck.

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The traders made a complex financial bet that was intended in part to hedge the bank from another big credit disruption. But the trading position became so large — more than $50 billion in notional value — that the JPMorgan traders couldn’t liquidate it without hundreds of millions of dollars in losses. Instead of liquidation, they went in the other direction, adding some $30 billion more in notional value to the portfolio, hoping this would save them. But that trade still didn’t work, and JPMorgan lost an estimated $169 million in the first two months of 2012. It was then that the traders added another $40 billion to the portfolio.

The trade went really bad after that.

In early April, reports emerged of an outsize bet by a JPMorgan trader in London — the “whale.” Hedge funds went on the attack as they took offsetting positions in anticipation that the bank couldn’t hold the trade. The funds were right. JPMorgan lost $412 million on the first trading day after Bloomberg News and The Wall Street Journal reported about the London whale, and the losses would subsequently mount.

The internal report details what went wrong, and it is head-scratching. In the middle of a meltdown, JPMorgan traders fudge numbers, ignore orders, try to evade pesky regulations and in general scramble as they try to salvage their trade. Management races to understand what is going on at the subsidiary while markets go haywire in ways that no one ever expected or that JPMorgan’s models predicted. After the first-day loss of $412 million, Ina R. Drew, then the head of the chief investment office, wrote in an e-mail that it was an “eight sigma event,” according to the report. The Reuters columnist Felix Salmon calculated that the chances of it happening was one in 800 trillion.

Unfortunately, the bank’s trading debacle was just history repeating itself.

You could substitute the names, but this story of self-interest, unexpected market events and huge losses is similar to almost every other financial blowup of the last two decades.

In every instance, the question is: Where were the regulators? Well, one answer comes from the recent release of the transcripts from the 2007 meetings of the Federal Reserve. The transcripts portray a regulator that not only failed to appreciate the risk that had built up in the financial system and the coming storm, but also seemed to misunderstand fundamentally the subprime mortgage market.

For example, in the Federal Reserve’s August 2007 meeting, the mortgage lender Countrywide Financial was described as having a “strong franchise.” Countrywide has since saddled its acquirer, Bank of America, with tens of billions of dollars in losses.

In this meeting, the Federal Reserve governors went on to discuss the economy and noted that despite the recent market turmoil, it had a “reasonably good” chance of returning to its trend growth. The gem from this meeting was a remark by Frederic S. Mishkin, who stated that since “subprime market is really a very small percentage of the total credit markets,” the fact that the markets were now turning a critical eye to this sector was a “good thing.”

It’s all sobering. Not only are financial trading losses hard to predict and manage from the inside, but regulators with a farther view often do not appreciate the risk, the markets or the prospect of the losses. It happened with subprime mortgages and again after the financial crisis with JPMorgan’s trading loss, a loss that even the firm’s chief executive, Jamie Dimon, who had a vaunted reputation as a risk manager, could not prevent.

The JPMorgan report in particular is disheartening. One is struck that nothing we have really done so far in terms of financial reform would have prevented JPMorgan’s loss. Certainly the requirement that boards have systemic-risk committees wouldn’t have done anything. If the traders and JP Morgan’s management can’t monitor things, how could the boards? In fact, how can anyone anticipate a one-in-800-trillion event?

This all adds strength to those who argue to break up the banks or limit their financial activity through the Volcker Rule.

Which brings us to the World Economic Forum.

Flipping through the forum’s program, it is once again filled with events that are Davos-like, like a panel on “Connected Transportation — Hype or Reality.” But nowhere do the words “financial crisis” even appear in the preliminary program, though there is a worthwhile discussion of the crisis in Mali. And flipping through its 80-odd pages, I counted only two panels on big systemic risk issues even tangentially related to financial institutions. Instead, the panels are the same old Davos big think and global stuff, except now instead of about China dominating the world, it is about whether China will make it.

This is a problem. We are five years past the beginnings of the financial crisis, and there is still no real explanation for what happened, let alone a solution. Was it a unique event that should have been foreseen and prevented? How can we regulate these institutions when smart people like Federal Reserve governors can miss so much? And is breaking up banks even feasible in a global economy?

Here, JPMorgan has admirably provided its own self-analysis, and its task force prescribes more risk analysis, better risk models and management — all of the comforting things you would want — as a remedy. But would it really prevent a one-in-800-trillion event, or even just an event its traders didn’t model?

The World Economic Forum and its leaders appear to be moving on, but if the financial titans gathered there are really going to fight off the small but growing number of critics who are calling for the breakup of the big banks or even more likely a stronger Volcker Rule, they should put forth an alternative or an explanation for why these blowups keep occurring. The forum would seem to be an ideal place to do it.


Article source: http://dealbook.nytimes.com/2013/01/22/financial-reports-reveal-economic-challenges-but-few-solutions/?partner=rss&emc=rss

Deal Professor: For CVC Capital, Formula One’s Perils Extend Beyond the Racecourse

Harry Campbell

Fasten your seat belts. The deal-making for the $10 billion Formula One auto racing empire has already taken more than a few sharp turns as a result of accusations of bribery, collusion and corruption.

And the race is not over. A private equity firm is now challenging Formula One’s 2005 sale in a lawsuit filed in New York.

Formula One has long been identified with Bernie Ecclestone, an 82-year-old Englishman referred to in the British tabloids as “F-1 Supremo.” He built the business, starting as a trader of motorcycle parts. Yet the controlling stake in the Formula One companies had been held by the German media magnate Leo Kirch.

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In 2002, Mr. Kirch defaulted on loans secured by the stake, and three banks — JPMorgan Chase, Lehman Brothers and BayernLB, a bank controlled by the German state of Bavaria — became the owners of Formula One.

Not equipped to run a racing empire, the banks probably just wished to sell the stake at a face-saving price. But as long as they owned it, they needed Mr. Ecclestone to operate the business. And Mr. Ecclestone just wanted to be in control.

A standoff existed until 2005, when CVC Capital Partners, a British private equity firm, announced that it had acquired the banks’ stakes for $1.25 billion. For good measure, CVC also paid hundreds of millions of dollars to acquire part of the Formula One interest held by a Liechtenstein trust named Bambino, which had been set up to benefit the Ecclestone family.

The Formula One investment has proved spectacularly successful. Since its purchase, CVC has paid itself $2 billion in dividends, sold part of Formula One in May for $2.5 billion and, according to the data provider Standard Poor’s Capital IQ, still owns a 42.4 percent stake. This year, Formula One filed for an initial public offering on the Singapore stock exchange, with an intended valuation of as much as $10 billion. Mr. Ecclestone’s net worth is estimated at $2.4 billion.

But this enormously rewarding investment may now be in jeopardy.

In 2011, the German media reported accusations that the deputy chief of BayernLB, Gerhard Gribkowsky, had taken a $44 million bribe from Mr. Ecclestone in connection with the sale of Formula One. Mr. Gribkowsky was responsible for the disposition of the bank’s 47.4 percent interest in Formula One.

Mr. Gribkowsky was charged with bribery, embezzlement and tax evasion. At the banker’s trial in Munich last year, Mr. Ecclestone testified that Mr. Gribkowsky was “shaking him down,” and that the payment was made to prevent Mr. Gribkowsky from claiming to the British tax authorities that Mr. Ecclestone controlled the Bambino trust, something that would invalidate the ability of the trust to hold the Formula One stake tax-free.

Mr. Ecclestone denied that he controlled the trust, but said he and the trust made the payment to ensure the banker’s silence. Mr. Gribkowsky was convicted on charges of tax evasion, bribery and embezzlement this year and sentenced to eight and a half years in prison. But that was not the end of the legal mess.

Last month, Bluewaters Communications Holdings, which in 2005 was a competing bidder for Formula One, sued Mr. Ecclestone, CVC and BayernLB in New York State Supreme Court.

Bluewaters claims that Mr. Ecclestone’s payment was made in order to have Mr. Gribkowsky steer the sale of Formula One to CVC, Mr. Ecclestone’s favored buyer. Bluewaters was backed in its bid by $1 billion in financing from Apollo Global Management and King Street Capital Management.

Bluewaters contends that it bid $1 billion for the stakes held by three banks, less than what CVC paid. Yet the firm says it also offered to pay “10 percent more” than any other bona fide offer. In other words, Bluewaters agreed to outbid the highest bidder. It was a crazy, aggressive strategy that few bidders would even dare to undertake, and it might be that Mr. Gribkowsky and the other banks simply did not take the bid seriously.

But in its complaint, Bluewaters said its offer had been ignored because Mr. Ecclestone did not trust Apollo, which he viewed as being too hard to work for, and because of his preference for CVC’s bid. Moreover, Bluewaters claimed BayernLB had paid Mr. Ecclestone $41.4 million from the funds it received from CVC in order to then pay Mr. Gribkowsky to steer the bid to CVC.

A representative for CVC did not respond to requests for comment. But Mr. Ecclestone has told Pitpass, a racing news Web site, that the money was paid to him for an indemnity from him for any mistakes in Formula One’s financial records, not as a payment for Mr. Gribkowsky.

Bluewaters is claiming at least $650 million in damages, the lost profit it would have earned had it bought Formula One. And there are others who appear to believe the payment to Mr. Gribkowsky was for more than silence.

At Mr. Gribkowsky’s sentencing, the judge stated that “in this process we assume the driving force was Mr. Ecclestone,” a sentiment also expressed during trial by the prosecutor, who asserted that Mr. Ecclestone was an “accomplice in an act of bribery.”

On the heels of Mr. Gribkowsky’s conviction, BayernLB has demanded that Mr. Ecclestone pay it hundreds of millions of dollars to reimburse it for its losses related to the payment.

German authorities and British tax officials are reportedly investigating, though Mr. Ecclestone has not been accused of any wrongdoing in Germany or Britain.

In response to a request to Mr. Ecclestone for comment, his office said he was traveling and could not be reached before deadline.

Mr. Ecclestone, an outsize personality, built the Formula One franchise over decades. It is hard to envision any situation in which he would willingly give up control of his baby.

Still, the accusations show that something went terribly awry in the sale of Formula One.

As the investigations gather steam, it is unclear what will happen to the company. In large measure, Formula One is Mr. Ecclestone. It is a league dependent on race organizers, many of whom are Mr. Ecclestone’s friends and peers. If he is not involved to orchestrate the league, there is no clear successor to manage these relationships.

Formula One acknowledged in its Singapore I.P.O. prospectus that was highly dependent on Mr. Ecclestone. Market turmoil in June led Formula One to abandon its initial offering. And Mr. Ecclestone is still intimately involved: the Bambino trust holds 8.5 percent of Formula One, and he owns 5.3 percent.

Formula One, with more than 30 subsidiaries and intricate relationships with race sponsors, has been criticized for its complex ownership structure. Now it is the ownership itself that is coming under attack.

This is a troubled time for CVC and Formula One. They risk losing Mr. Ecclestone as they become embroiled in multiple investigations. And it will certainly be much harder to take the company public or sell it.

Ultimately, though, this is a lesson in deal-making and how the machinations surrounding any sale can lead those involved to extreme measures, even possibly illegal ones. And when the deal-making is in the billions and all dependent on one man, there is even more room for foolhardy errors, a pile-up that can only come back to haunt those involved, as CVC may be finding out.


Article source: http://dealbook.nytimes.com/2012/12/04/hazards-of-formula-one-extend-beyond-the-racecourse/?partner=rss&emc=rss

Deal Professor: Hedge Funds Rush to Open Reinsurance Firms in Bermuda

Deal ProfessorHarry Campbell

The hedge fund industry has been rushing headlong to open Bermuda-based reinsurers.

Reinsurance, already something of a murky business, may become even more complicated as a result. And while the hedge funds are likely to profit, the question is: Who’s watching to make sure this doesn’t lead to another financial calamity?

Reinsurance is the business of providing insurance to insurers. To hedge their risk, insurers will cede part of their claims by buying their own insurance from reinsurers. It’s a big business. Holborn, a reinsurance brokerage firm, estimated that $215 billion to $220 billion in reinsurance was written globally in 2011.

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The reinsurance business plays an important role in paying claims from catastrophes for which regular front-line insurers don’t want to take the full risk. According to Holborn, the reinsurance industry spent an estimated $48 billion last year on claims related to the New Zealand earthquake, the Japanese tsunami and nuclear disaster and Hurricane Irene in the United States. If you are hit by a disaster, it’s probable that your insurance claim will be paid by the reinsurers.

Surprisingly, these big profits make it a good time to be a reinsurer. Less-capitalized companies have fallen by the wayside and premiums are likely to rise.

So why are hedge funds entering this business?

It’s the money. Hedge funds are perpetually plagued by fickle investors who want to withdraw money at the first sign of deteriorating results. But a hedge fund can set up a reinsurer in Bermuda or the Cayman Islands. Under the regulations of these islands, the new reinsurer can then use the premiums it collects to invest with the hedge fund itself. The hedge fund suddenly has hundreds of millions in permanent capital that can’t be withdrawn.

The hedge funds are also looking to capitalize on the increased interest by pension funds and endowments in reinsurance. With the stock market a shaky investment and yields low, pension funds and others are piling into the reinsurance market in search of higher yields. The Pennsylvania Public Schools Employees’ Retirement System, for example, recently invested $200 million in the Aeolus Property Catastrophe Fund, which finances reinsurance of catastrophe claims.

David Einhorn’s Greenlight Capital pioneered the hedge fund-sponsored reinsurer in 2004, when Greenlight set up Greenlight Re in the Cayman Islands. Since then, a number of other hedge funds have entered the reinsurance market, but in the last six months what was a trickle is turning into a flood. Daniel S. Loeb of Third Point has announced the creation of a $500 million Bermuda reinsurer named TP Re. Steven Cohen’s SAC Capital Advisers has also created a Bermuda reinsurer called SAC Re, which is also raising $500 million.

Hedge funds are also big players in a reinsurance instrument known as a catastrophe bond. These bonds pay out only if there has been a significant event like a hurricane. According to GC Capital, $13.5 billion in catastrophe bonds were outstanding as of the first half of 2012. The catastrophe bond market has been around for a while, but as money pours into this sector, it is likely that hedge funds and other financiers will rush to create other types of reinsurance financial products to draw in money.

This new market is arising outside the United States, mostly in Bermuda and the Caymans.

And that may be a problem.

These new reinsurers still operate as hedge funds. If you examine Greenlight Capital Re’s filings with the Securities and Exchange Commission, its appears as focused on its investment return as its reinsurance business. Indeed, Greenlight Capital Re’s assets are managed by Greenlight Capital’s investment adviser, DME Advisors, for 20 percent of the profits and a 1.5 percent administration fee, the same as would be the case for a hedge fund.

Yet while they are partly hedge funds, these new companies are regulated as reinsurers. And Bermuda requires only minimal capital requirements and disclosure of financial positions, and it does not strictly regulate how these companies invest their money. The Cayman Islands has similarly light regulation.

For American regulators, the reinsurance industry is largely outside its jurisdiction, dominated as it is by foreign companies. So no regulator is really watching to ensure that these reinsurers do not make excessively risky investments that blow up.

According to Best’s Special Report, companies domiciled in Germany wrote about a quarter of the global reinsurance business in 2011 while companies from Bermuda wrote a third of premiums. The last two big American reinsurers left are Berkshire Hathaway and Transatlantic Holdings (now a subsidiary of the Alleghany Corporation), but they are at an increasing disadvantage because of the better tax treatment and lighter regulation for offshore reinsurers.

Yet the concern is not that so much of the business is offshore, but that the growing role of hedge funds may push the main reinsurers to be more aggressive with their own investing. The result would be to push the reinsurance market into becoming a giant hedge fund industry.

We’re already seeing some movement in this direction. The big reinsurer Validus is forming the Bermuda-based PaCRe with the hedge fund magnate John Paulson’s Paulson Company.

According to a recent study by the International Association of Insurance Supervisors, we don’t have much to worry about. First, these investments are countercyclical — meaning that if the stock market goes down, reinsurance is unaffected. After all, disasters just happen; they aren’t caused by the economy.

Furthermore, stress tests have shown that a huge loss can be sustained by the reinsurance industry far greater than losses caused by Hurricane Katrina. The reinsurers are also required to post collateral in the United States when they write policies. This collateral typically takes the form of letters of credit backed by the reinsurer’s investments.

All this assumes that there are few links between the insurance market and the stock market. But insurers and reinsurers are already big investors in stocks, and some are invested in hedge funds themselves. And this connection to the capital markets will become more pronounced as hedge funds reinvest their reinsurance business money.

Given hedge funds’ penchant for leverage, any movement in the markets will be exacerbated as a result. In a catastrophe like Sept. 11, which sent the market into a tailspin, reinsurers operating as hedge funds may face their own enormous losses, which are magnified by their investment losses.

This could create a serial shock to the system as reinsurers default on their collateral, leaving the banks that issued letters of credit holding the bag for billions in unexpected losses.

In other words, the reinsurance market is starting to look like many of the markets before the financial crisis — lightly regulated and interconnected in ways that policy makers can’t see, with banks potentially left with the wreckage. The industry may be right that reinsurance is different and has its own checks and balances, but we’ve also heard that before. It behooves United States regulators to make sure.


Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the world of mergers and acquisitions.

Article source: http://dealbook.nytimes.com/2012/09/04/with-lax-regulation-a-risky-industry-flourishes-offshore/?partner=rss&emc=rss