Pen and Papers: Making Money Quickly

Jake Bernstein and Jesse Eisinger:

The ‘Subsidy’: How Merrill Lynch Traders Helped Blow Up Their Own Firm: Two years before the financial crisis hit, Merrill Lynch confronted a serious problem. No one, not even the bank's own traders, wanted to buy the supposedly safe portions of the mortgage-backed securities Merrill was creating. Bank executives came up with a fix... a new group within Merrill, which took on the bank's money-losing securities. But how to get the group to accept deals that were otherwise unprofitable? They paid them....

Within Merrill Lynch, some traders called it a "million for a billion" -- meaning a million dollars in bonus money for every billion taken on in Merrill mortgage securities. Others referred to it as "the subsidy." One former executive called it bribery. The group was being compensated for how much it took, not whether it made money. The group, created in 2006, accepted tens of billions of dollars of Merrill's Triple A-rated mortgage-backed assets, with disastrous results. The value of the securities fell to pennies on the dollar.... What became of the bankers who created this arrangement and the traders who took the now-toxic assets? They walked away with millions. Some still hold senior positions at prominent financial firms....

Banks like Merrill bought pools of mortgages and bundled them into securities, eventually making them into CDOs. Merrill paid upfront for the mortgages, but this outlay was quickly repaid as the bank made the securities and sold them to investors.... Executives producing the securities were not allowed to buy much of their own product... decisions to hold a Merrill-created security for the long term were made by independent traders who determined, in essence, that the Merrill product was as good or better than what was available in the market....

A month before the group was created, Merrill Lynch owned $7.2 billion of the seemingly safe investments, according to an internal risk management report. By the time the CDO losses started mounting in July 2007, that figure had skyrocketed to $32.2 billion.... The origins of Merrill's crisis came at the beginning of 2006, when the bank's biggest customer for the supposedly safe assets -- the giant insurer AIG -- decided to stop buying the assets, known as "super-senior," after becoming worried that perhaps they weren't so safe after all.... By the middle of 2006, the Merrill traders who bought mortgage securities were often clashing with the powerful division, run by Harin De Silva and Ken Margolis, which created and sold the CDOs. At least three traders began to refuse to buy CDO pieces created by De Silva and Margolis' division, according to several former Merrill employees....

In late September, Merrill created a $1.5 billion CDO called Octans, named after a constellation in the southern sky. It had been built at the behest of a hedge fund, Magnetar, and filled will some of the riskier mortgage-backed securities and CDOs.... In an incident reported by the Wall Street Journal ($) in April 2008, a Merrill trader looked over the contents of Octans and refused to buy the super-senior, believing that he should not be buying what no one else wanted. The trader was sidelined and eventually fired.... The difficulty in finding buyers should have been a warning signal: If the market won't buy a product, maybe the bank should stop making it.

Instead, a Merrill executive, Dale Lattanzio, called a meeting, attended by among others the heads of the CDO sales group -- Margolis and De Silva -- and a trader, Ranodeb Roy. According to a person who attended the meeting, they discussed creating a special group under Roy to accept super-senior slices. (Lattanzio didn't respond to requests for comment.)... Roy had reservations about purchasing the super-senior pieces. In August 2006, he sent a memo to Lattanzio warning that Merrill's CDO business was flawed. He wrote that holding super-senior positions disregarded the "systemic risk" involved. When younger traders complained to him, Roy agreed it was unwise to retain the position. But he also told these traders that it was good for one's career to try to get along with people at Merrill, according to a former employee.... Roy and his team needed to be paid....

The agreement, according to a former executive with direct knowledge of it, generally worked like this: Each time Merrill's CDO salesmen created a deal, they shared part of the fee they generated with the special group that had been created to "buy" some of the CDO. A billion-dollar CDO generated about $7 million in fees for Merrill's CDO sales group. The new group that bought the CDO would usually be credited with a profit between $2 million and $3 million -- despite the fact that the trade often lost money.... [I]t is not typical, or desirable, to pay a group to do something against their financial interests or those of the bank....

Eventually, Merrill would write down about $26 billion worth of CDOs, including most of the assets that Ranodeb Roy and his team had taken from De Silva and Margolis...

“You wanna know what the mother of all bubbles was? Us. The human race.”

That’s Gordon Gekko in the distinctly-mediocre Wall Street: Money Never Sleeps.

This weekend brought a rush of stories about a “bubble” that may or may not be re-inflating in Silicon Valley. The New York Times kicked it off, venture capitalist Fred Wilson (who is featured prominently in the story) quickly responded, and then Newsweek weighed in just to make sure the “Bubble 2.0″ moniker was secure. Uh oh, right? Not so fast.

One giant nugget of information in the NYT piece (co-written by TechCrunch alum Evelyn Rusli) is a bit buried:

For starters, this is not a stock market bubble. None of the companies are publicly traded.

In other words, if this “bubble” were to pop, it wouldn’t be the mothers and fathers of the world hoping to put their children through school who would be getting screwed. It would be the private investors. It would be a handful of (mostly) rich people who would be out of some of their money.

I suppose the employees of the collapsing startups could also be screwed somewhat. But they’d undoubtedly find work again quickly. And the founders would start new companies. Just like after the first bubble.

Business Insider has a good rundown of the actually public tech companies — you know, the kind mom and pop can and do actually invest in. The consensus there? Pretty wonderful, actually. Not over-the-top outrageous, just very solid for the most part.

Now, that doesn’t mean a “Bubble 2.0″ couldn’t pop and adversely affect the overall ecosystem. In fact, I’m sure it would to some extent, mainly because less money coming in would mean less innovation across the board. But it wouldn’t cause everything to collapse.

We all just lived through a very real bubble. The housing bubble. The results of it popping almost completely brought down not only our own economy, but much of the world’s economy as well. Real people lost their life savings. People went to jail. More people should have been locked up forever. It’s almost insulting to mention this supposed new web bubble in the same breath as that.

Again, this “Bubble 2.0″, if it does exist, is mainly just troublesome for investors. Smaller angel investors, in particular, are getting squeezed out of deals because early stage valuations are getting ridiculously high in some cases.

Undoubtedly it’s true that some of those startups should not be accepting so much money at such valuations, but that’s on them. If they fail, it will be a lesson to other startups. Maybe the motto is: go big and go home (at least in the early stage).

Another underlying current here is that many private investors aren’t comfortable with the state of the startup ecosystem. And yet many of them continue to do deals that they may not be comfortable with. Again, that’s on them. They’re all doing due diligence. If they don’t think a deal is worth it, they obviously shouldn’t do it. But some don’t seem to be able to turn down their name being attached to a high-profile investment — even if projections have it panning out to be a 2x exit. (The horror!)

Maybe some of them would actually be more comfortable investing in what Wilson calls “The Mess“. That is, startups in their awkward years. They’re neither new and sexy nor mature and money-making. Not surprisingly, no one seems to want to invest in those, besides current investors. But maybe those are where some deals are to be found.

In the press, there are two kinds of sexy stories to write: over-exuberance and death. We just got done with a week’s worth of over–exuberance surrounding the Google/Groupon deal. Holy shit, $6 billion dollars for a company that has only really been at it for a little over a year? That’s awesome! Let the good times roll.

The deal ultimately fell apart and in came the death stories. There needs to be balance in the world, after all. We know this just as well as anyone. The $6 billion Groupon deal made web investing as hot as the sun for a few days. And now it’s a bubble.

But wait. “Bubble 2.0″ has existed before. Here it is in 2005 — with Wilson worrying about some of the same things he’s still worried about. And here it is again in 2007 — with John Dvorak worrying that social media among other things would pop the bubble. And wasn’t it for sure a bubble later that year when Microsoft invested in Facebook at a $15 billion valuation? I was sure I heard that over and over and over again. Turns out, that was a pretty damn awesome investment, strategic or not.

There are dozens of other examples as well.

So maybe this is actually “Bubble 4.0″ or “Bubble 5.0″. Or maybe it’s not a big bubble at all. After all, if it pops and gum gets over only a few faces, will anyone do anything other than point and laugh, then go on with their lives?

[image: 20th Century Fox]

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Pen and Papers

Thursday, 23 December 2010

Making Money Quickly

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