Excerpted with permission of the publisher John Wiley & Sons, Inc. (www.wiley.com) from Senseless Panic by William M. Isaac with Philip C. Meyer. Copyright (c) 2010 by William M. Isaac.
SCHIZOPHRENIC FAILURE RESOLUTION
By: William M. Isaac
Financial markets and the public can handle almost anything except uncertainty. If they believe they are being told the truth, someone is in charge with a sensible plan for dealing with the problems, and the system is aboveboard and fair, they can accept almost any negative news.
When problems surfaced at major financial institutions in 2008, the government’s actions were ad hoc and inconsistent. No one appeared to be in charge with an overall plan, statements were made that proved false, the public was provided inadequate information, and decision making seemed dominated too much by political considerations, and specifically by Wall Street. The markets and the public lost confidence and financial panic swept the world. Conditions got so bad that banks would not lend even to other banks.
I believe strongly in the importance of a strong central bank (the Federal Reserve), as free as possible from political pressures and interference. As a historical note, the Fed and the Treasury have been locked in battle since the Fed was created in 1914, with the Treasury attempting to control the Fed and the Fed fighting fiercely for its independence. I have always been on the Fed side of the argument because I believe monetary policy and crisis management need to be as removed as possible from politics.
For this reason, I am deeply concerned about the degree to which Secretary Paulson appeared to dominate the Federal Reserve during the crisis of 2008 and the degree to which the failure resolution process appeared to be politicized. I believe that the intense political backlash to the bailouts and the TARP legislation is in no small part due to the public perception that the crisis management process was driven by Wall Street for the benefit of Wall Street.
Telephone logs of New York Fed President Geithner subpoenaed by Congress reveal that from September 14, 2008, to November 4, 2008 (election day), Geithner had 185 telephone conversations with Secretary Paulson and 102 conversations with Dan Jester, formerly a close associate of Paulson’s at Goldman Sachs, who apparently had an informal very active consulting role at Treasury during the crisis of 2008. During this same period, the phone logs show that Geithner had just 107 conversations with his boss, Fed Chairman Ben Bernanke. In contrast, I recall speaking with Treasury Secretary Regan about bank failures maybe 10 times during my years heading the FDIC during the banking crisis of the 1980s, while I was in continuous contact with Fed Chairman Paul Volcker.
Curiously, the logs show that Mr. Geithner spoke with then Congressman Rahm Emanuel (now chief of staff to President Obama) nine times during this period. Emanuel was not in the leadership of the House–Barney Frank, chairman of the House Financial Services Committee, appears on the log only once. Chris Dodd, chairman of the Senate Banking Committee appears twice, while Speaker of the House Nancy Pelosi does not appear at all. Moreover, according to the phone logs, Geithner spoke 21 times with Larry Summers during this period. Summers, currently President Obama’s top economic advisor and Treasury Secretary late in the Clinton Administration, had no position in government during 2008. An obvious question is: What were the calls to Emanuel and Summers about?
Including the conversations with Paulson and Jester, the Geithner phone logs reveal that he had nearly 450 telephone conversations — almost 10 per day — from September 14, 2008, to November 4, 2008, with individuals that I can identify as being affiliated or formerly affiliated with Goldman Sachs. Moreover, the chairman of the New York Fed during this period was a board member and former chief executive officer of Goldman Sachs. Finally, the logs reveal that Geithner had more than 200 additional conversations during this period with the leaders of other major financial institutions. Why were all of these calls necessary? When we made contingency plans to nationalize all of the major banks in the country during the mid-1980s, I do not recall reaching out to any bank executives to ask what they thought of the idea.
In contrast to the hundreds of calls between and among Geithner and the titans of Wall Street, Treasury and political operatives, I can count on my fingers the calls between Geithner and the handful of people who were actively involved in resolving the bank and S&L crises of the 1980s. Another thing that jumps out at me from the logs is the dearth of contact between Geithner and people who could be considered even remotely connected to Main Street.
Regulators use their supervisory and regulatory tools to carry out wide ranging responsibilities over our financial system, including protecting depositors and the economy, maintaining discipline in the markets, limiting moral hazards, minimizing exposure to taxpayers, preserving the deposit insurance fund, keeping credit flowing to worthy borrowers, and maintaining public confidence. Some of these objectives are at odds and choices have to be made.
When push comes to shove, maintaining public confidence should always be priority number one. An extremely important element in maintaining public confidence is to convey that the crisis management and failure resolution processes are fair to the country as a whole, not just a favored few. I believe we flunked that test in 2008 and 2009. I will return to these themes after reviewing the major transactions leading to the panic of 2008.
Investment bank Bear Stearns was the first significant casualty of the subprime mortgage mess. The Fed reacted quickly and wisely on March 14, 2008, when it made a $30 billion nonrecourse loan to JPMorgan Chase(JPM ) to be reloaned to Bear Stearns, which was suffering a liquidity crisis. Two days later, the Fed arranged for JPMorgan Chase to purchase Bear Stearns with considerable financial assistance from the Fed.
The rescue of Bear Stearns was a huge statement by the government that it would do everything in its power to restore sanity to the markets. Having rescued Continental Illinois in 1984 in a groundbreaking transaction, I have a special appreciation for what the Fed did.
I had two principal questions at the time, the answers to which were still not evident by early 2010. First, why did the Fed believe it was necessary to force Bear Stearns to sell itself to JPMorgan Chase that weekend rather than simply continuing the liquidity loan as long as necessary? The latter approach would certainly have been less dramatic and more calming. Who knows, perhaps Bear Stearns might have survived the storm or, failing that, the government would have more time to fashion a less expensive resolution.
We intervened at Continental Illinois with a temporary assistance package to calm the markets and give us time to arrange a long-term solution. We made an unprecedented statement that no general creditor would suffer a loss at Continental and that the government was prepared to do whatever it took to address the liquidity crisis. It worked. It calmed the markets with respect to Continental Illinois and the financial system generally, and it gave us months to explore every possible option for dealing with Continental.
Second, why did the Fed believe it appropriate to arrange a quick shotgun marriage between Bear Stearns and JPMorgan Chase? This transaction unnecessarily gave rise to concerns that political games were being played to reward friends or punish enemies, particularly when the Secretary of the Treasury had just two years before been the head of a major Wall Street firm. These concerns would gain more currency as the crisis played out.
The next to fall was IndyMac Bank, a federal savings bank–a thrift institution, not a commercial bank–based in California. It had total assets of $32 billion and was closed July 11, 2008, by the Office of Thrift Supervision.
The FDIC handled the failure as an insured deposit payoff, which means that all depositors above the $100,000 deposit insurance limit then in force and all nondeposit creditors were exposed to loss. It was by far the largest bank failure in U.S. history in which uninsured depositors and other creditors were not made whole. With bank creditors suddenly realizing their investments in banks were much riskier than they thought, tensions rose in the financial markets.
The FDIC estimated that 10,000 of IndyMac customers held about $1 billion of uninsured deposits. The FDIC announced that it would pay uninsured depositors an advance dividend equal to 50 percent of the uninsured amount of their deposits. This was a technique developed by the FDIC in connection with the failure of Penn Square Bank in 1982. It provides uninsured depositors some important liquidity, thereby reducing their hardship, but it still exposes them to significant losses.
When the FDIC protects all depositors, it reduces marketplace discipline and increases the moral hazards. So, in ordinary times, the preferred course is not to protect depositors above the insurance limit. The question is at what point in 2008 should regulators have recognized that we were not in ordinary times? I am not sure policy makers could have foreseen the magnitude of the looming crisis in early July, but I believe it was pretty clear there was much to be concerned about.
To be fair, the FDIC did not have nearly the flexibility in handling bank failures in 2008 that it enjoyed in 1984 when it handled Continental Illinois. The governing law in 1984 required the FDIC to do the “least cost” failure resolution, but it gave the FDIC the ability to use judgment in applying the “cost test.” For example, in determining how to handle Continental Illinois, the FDIC could and did consider the impact that an outright failure and insured deposit payoff might have on other banks throughout the country. It was not required to take a myopic view of the failure at hand.
The law was changed by Congress in 1991because of a misdiagnosis of the causes of the S&L crisis and a political backlash against the too-big-to-fail concept. The FDIC in 2008 was required to do the least-cost solution unless a determination was made that “severe financial conditions” existed. The FDIC had no authority to declare the existence of severe financial conditions unless authorized to do so by the Secretary of the Treasury after consulting with the president and unless the decision was approved by a two-thirds vote of both the FDIC board and the Fed board.
This limitation of the FDIC’s authority is hugely unwise. It creates a cumbersome resolutions process, weakens the FDIC, and necessarily politicizes a process that should be run by professionals who are as free as possible from political considerations. We have an independent Fed and FDIC for very good reasons.
To put a finer point on it, the Treasury Department and the White House should not be in charge of bank regulation or failure resolution. They do not have the expertise and they are far too political. Recall that it was Treasury and the Congress that encouraged the Federal Home Loan Bank Board to mask the S&L problems by adopting regulatory accounting rules at odds with generally accepted accounting principles (GAAP). And it was Treasury and the leadership in Congress that promoted the notion that the best solution to the S&L problems was for insolvent institutions with weak management to grow their way out of the problems.
Fannie Mae and Freddie Mac
The markets were concerned for months that Fannie and Freddie, the two mortgage giants called GSEs (government sponsored enterprises), would need government assistance. Senior government officials repeatedly denied the reports and claimed that both institutions had sufficient capital to weather the storm. Then suddenly, on September 7, not quite two months after the failure of IndyMac, Freddie Mac(FRE) and Fannie Mae(FNMA) were nationalized. The government takeover was announced by the Treasury Department and the Federal Housing Finance Agency (FHFA), the new regulator of GSEs.
The action placed Fannie Mae and Freddie Mac in conservatorship and put day-to-day management under the control of the FHFA. Treasury Secretary Henry Paulson said that “conservatorship was the only form in which I would commit taxpayer money to the GSEs.”
The chief executive officers and the boards of directors of the two organizations were dismissed and dividends were suspended on their common and preferred stock. Common stockholders found their ownership stake in the organizations diluted by 80 percent. Debt holders and mortgages guaranteed by the two organizations were insulated from losses.
Treasury acquired up to $1 billion in senior preferred stock in each organization and said it would stand ready to inject as much as $200 billion in new capital if needed. Treasury also said it would purchase pools of Fannie Mae and Freddie Mac mortgage-backed securities on the open market, beginning with a $5 billion purchase almost immediately.
Two aspects of the takeover of Freddie and Fannie shook financial markets throughout the world. First, there had been the repeated denials by government leaders that Fannie and Freddie might need government help. Leaders dealing with a crisis should never issue a public utterance that has any reasonable chance of being proved false. When Fannie and Freddie were taken over, despite the denials leading up to the event, the public could reasonably conclude that the government leaders who issued the denials were either lying or terribly misinformed. Neither conclusion inspires confidence.
In the early 1980s, when we were facing the massive insolvency of the savings banks and widespread problems in the commercial banks, I received a lot of questions about the adequacy of the FDIC fund. Rather than saying the fund had plenty of money, which I could not guarantee, I said we believed the FDIC fund was sufficient to deal with the problems we could foresee, but if it was not, we would ask Congress for additional funding.
Instead of making a flat-footed statement that Fannie and Freddie had plenty of capital, our leaders would have been well-advised to simply state that Freddie and Fannie were crucial to the economy and the government stood ready to help should the need arise. A statement along those lines might have gone far to stabilize the two mortgage giants and reduce the chances that government intervention would be necessary.
The second aspect of the Fannie and Freddie takeover that rattled the markets was the decision to essentially wipe out the preferred stockholders in each entity. Many foreign governments held preferred stock in these GSEs–among them was China, the largest investor in U.S. government securities. Moreover, foreign governments and other investors had been supplying a fair amount of capital to U.S. banks that had been hit hard by losses generated by mark-to-market accounting. Wiping out preferred stockholders at the two giant GSEs was hardly comforting to investors, whether foreign or domestic. The financial markets were losing confidence in their ability to predict which institutions would fail next and how the U.S. government would handle those failures.
Many domestic banks held large quantities of Fannie and Freddie preferred stock. According to a survey conducted by the American Bankers Association in mid-September 2008, more than one-fourth of the nation’s banks lost a combined $10 billion to $15 billion in the wake of the federal government’s takeover of Fannie Mae and Freddie Mac. The ABA estimated that the impact on bank capital would reduce bank lending capacity by more than $100 billion at a time when the government was pushing for increased lending to bolster the economy.
Until the government takeover of Fannie and Freddie, their preferred stock was considered to have almost as little risk as U.S. government securities and was so recognized by the 20 percent risk weighting the stock was given under risk-based capital standards developed by the bank regulatory agencies. Wiping out Fannie and Freddie preferred stock was a boneheaded idea. It sent shock waves throughout the world and added fuel to the conflagration in the financial system.
I wonder to this day why the government did not just issue a temporary guarantee of Fannie and Freddie’s liabilities in order to restore confidence in them during the crisis. The Treasury issued a guarantee of money market funds on September 28 after the failure of Lehman Brothers panicked financial markets throughout the world. Why did the crisis management leaders at Treasury and elsewhere think it wise to nationalize these two GSEs and create considerable instability in the world’s financial markets instead of doing something less dramatic and more calming?
A few lawmakers in Congress, notably former Rep. Richard Baker (R-La.), had been arguing for years that the activities of Fannie and Freddie posed excessive risk to the economy and exposed taxpayers to a potentially huge liability because the two government sponsored enterprises were out of control. But Baker and his allies were unable to persuade Congress to enact legislation that would rein in Fannie and Freddie, and by the fall of 2008, their worst concerns became a reality.
Freddie and Fannie played a very major role in creating the financial mess in which we found ourselves in 2008 and the Clinton Administration and Congress played very substantial roles in promoting uncontrolled, high-risk growth at Fannie and Freddie during the 1990s by urging them to lower their credit standards and provide more housing loans to less credit worthy borrowers. There was a very close and symbiotic relationship between Freddie and Fannie and the government. The leaders of these two giant quasi-public agencies were given enormous compensation packages for doing the public’s business. They developed tremendous lobbying machines to help them gain new powers and keep reformers like then Congressman Richard Baker at bay.
The next time you hear some member of Congress railing against the corporate greed that created the crisis of 2008, keep in mind that Congress and the Clinton Administration kept feeding the beast and refused to rein in its excesses. Ask that lawmaker whether he or she ever voted to curtail Fannie’s or Freddie’s explosive, high-risk growth strategies.
Another bombshell hit the financial markets five days after Freddie and Fannie were nationalized, when Lehman Brothers, a large investment banking firm, was allowed to fail. Lehman Brothers had troubles with its commercial real estate portfolio, among other things. When the losses started to mount in mid-2008, Lehman came under pressure from Treasury Secretary Paulson to find a merger partner or new capital, but Lehman could do neither. Because of JPMorgan Chase’s rescue of Bear Stearns in March and the federal government’s takeover of Fannie Mae and Freddie Mac in early September, it was widely anticipated in the financial markets that Lehman was destined for a government bailout as well.
Shockingly, and almost inexplicably, that did not happen. On September 12, Lehman got the word that, unlike Bear Stearns, it would get no government assistance to avert bankruptcy. One potential last-minute acquirer of Lehman was Bank of America (BAC), but BofA opted instead to pursue the acquisition of Merrill Lynch, another troubled investment bank. Barclays Bank was the last-chance suitor for Lehman, but the deal was complicated by the need for approval from the British government, which could not be accomplished quickly enough. So Lehman declared bankruptcy on Sunday, September 14, before the markets opened in Europe and Asia.
The global financial markets were stunned by the government’s decision to let Lehman go bankrupt. The message heard was that the U.S. government would no longer bail out failing companies because it creates moral hazards and encourages firms to engage in risky behavior.
Months later, we were told that the government had no choice in the matter because no buyers could be found for Lehman. I take that bit of revisionist history with a very large dose of salt. In my experience, there are buyers for virtually anything, depending on the terms offered. And even if absolutely no buyers could be found at anything approaching a reasonable price, the government could have funded Lehman, as it did Bear Stearns before arranging the sale to JPMorgan Chase, or it could have recapitalized Lehman just as it did with another failing giant less than a week later.
The FDIC had no buyers for Continental Illinois in 1984 on terms we considered reasonable. That did not lead us to conclude that the smart thing to do was let Continental Illinois file for bankruptcy and cause panic throughout the world. Instead, we structured an unprecedented transaction to keep Continental Illinois afloat and give us time to work out a longer-term solution.
Months after the Lehman debacle, Paulson claimed the big problem was that the Federal Reserve lacked statutory authority to make a loan to an investment bank that did not possess the appropriate collateral. He indicated that the size of the loan necessary to salvage Lehman’s balance sheet was in the billions of dollars and the besieged investment bank did not have enough collateral to pull that off. Yet four days later, the government found a way to prevent a much larger and more complex company, American International Group (AIG), from going into bankruptcy. The collateral for the Fed loan to AIG was the company itself. It is far from clear why that same approach could not have been used at Lehman.
It was a colossal mistake to allow Lehman to go into bankruptcy in the middle of a worldwide financial crisis. I was not in the room so I cannot say with certainty why it was allowed to fail. While I am not a betting man, I would be willing to wager a lot of money that it was because government leaders were too concerned about being criticized for bailing out yet another firm, and they significantly underestimated the impact Lehman’s failure would have on the markets.
In any event, our leaders clearly had insufficient appreciation for the idea that priority number one in a financial crisis must be to maintain public confidence. The Lehman failure reinforced the perception that there was no coherent and consistent plan in place to keep things from spinning out of control and that Washington was too focused on making the right political decisions.
American International Group (AIG)
Nine days after the Fannie-Freddie takeover and four days after Lehman’s demise was disclosed, AIG, one of the world’s largest insurance companies, was the next major casualty.
One of AIG’s affiliates (AIG Financial Products, based in London) crippled the insurance giant. It suffered mark-to-market losses in connection with credit default swaps on mortgage-related securities and investors feared that more losses were in store. AIG’s credit rating was downgraded and private equity firms and banks were afraid to come to the rescue for fear of a government takeover that would wipe them out.
The government in effect nationalized AIG on September 16. The Federal Reserve agreed to lend AIG $85 billion on exceedingly harsh terms, including the government gaining a 79.9 percent equity interest in AIG.
The Fed announced that the loan would be made by the Federal Reserve Bank of New York, adding that the secured loan was designed to protect the interests of the U.S. government and taxpayers:
The Board determined that, in current circumstances, a disorderly failure of AIG could add to already significant levels of financial market fragility and lead to substantially higher borrowing costs, reduced household wealth, and materially weaker economic performance.
Among other things, the Fed disclosed that AIG was one of the 10 most popular stocks held in 401(k) retirement plans and that AIG’s collapse might cause a catastrophic run on mutual funds. It is not clear to me how confiscating 80 percent of the stock of AIG in exchange for an $85 billion liquidity loan enhanced the position of the retirement plans and mutual funds that owned AIG’s stock.
Testifying before the Senate Banking Committee on September 24, Fed Chairman Ben Bernanke added:
The Federal Reserve took this action because it judged that, in light of the prevailing market conditions and the size and composition of AIG’s obligations, a disorderly failure of AIG would have severely threatened global financial stability and, consequently, the performance of the U.S. economy. To mitigate concerns that this action would exacerbate moral hazard and encourage inappropriate risk-taking in the future, the Federal Reserve ensured that the terms of the credit extended to AIG imposed significant costs and constraints on the firm’s owners, managers, and creditors. The chief executive officer has been replaced. The collateral for the loan is the company itself, together with its subsidiaries.
AIG essentially got caught in an ever-increasing liquidity squeeze that jeopardized its very existence. The government stepped in to stave off a potential collapse of the global financial system. That action may have helped prevent the collapse of the global financial system, but there were adverse consequences nonetheless.
The government rescue wiped out AIG stockholders, which had a chilling effect on the markets. If AIG, at one time the largest financial institution in the world based on the value of its stock, was being swept under by the global tidal wave, was any financial institution safe?
I agreed with the decision to help AIG. I had serious reservations about the harshness of the terms imposed on AIG, which essentially destroyed one of our country’s most prized financial institutions. It would not surprise me if taxpayers take a big loss on the loans to AIG, considering the damage that was done to the company by its nationalization. I am not trying to deflect blame from the management decisions at AIG that created the problems. I am saying that the government’s cure likely made matters much worse.
My take at the time was that AIG was suffering from a liquidity squeeze rather than insolvency and that the company had enormous value if it could make it through the crisis. Ordinarily in a situation like this, the company’s bank lenders would step in, provide liquidity, and require changes in management and the business plan. They would be rewarded handsomely for any additional credit they advanced plus they would avoid big losses on loans they already had outstanding with the company.
When we rescued Continental Illinois, Paul Volcker and I convened an emergency meeting of the largest bank creditors of Continental. We told them the FDIC and the Fed were willing to intervene to arrest the liquidity crisis at Continental before it infected the entire financial system, but we needed help from the banks to present a united front to the world. We asked the banks to participate in the FDIC capital infusion and to increase their lines of credit to Continental. After 24 hours of sometimes intense wrangling, we were able to announce to the world that the Fed, the FDIC, and the nation’s largest banks had come together to stabilize Continental Illinois. Why was this not done at AIG?
I do not know why the existing bank creditors could not be persuaded to join in a rescue plan for AIG, particularly if the government agreed to limit their risks. I have not heard that they were even asked. Nor do I know why the existing bank creditors of AIG were bailed out and were not required to give something in return.
Former Treasury Secretary Paulson and current Treasury Secretary Geithner explained at hearings by the House Committee on Oversight and Government Reform in early 2010 that there was too little time to get a deal done with the banks and the government had too little leverage. As someone who, along with Paul Volcker, got the seven largest banks on board with the rescue of Continental Illinois within a 24-hour period, I find this explanation less than compelling. Moreover, at a recent hearing of the Financial Crisis Inquiry Commission, the chief executive of Goldman Sachs(GS), Lloyd Blankfein, indicated that to his knowledge, his firm was not asked to make concessions.
It concerns me that one of the large bank creditors of AIG was Goldman Sachs, the firm that Paulson headed before becoming Treasury Secretary, and that Paulson reportedly had meetings with the head of Goldman to discuss the bailout of AIG. I am not charging that either of them was improperly motivated, but the appearance of a conflict of interest is difficult not to acknowledge.
My former employer, First Kentucky, was a major creditor of the Butchers when I left for the FDIC. I did not have a single conversation while at the FDIC with anyone at First Kentucky about the Butcher banks prior to their failure. To this day, I do not know if First Kentucky suffered a loss at the Butcher banks.
Washington Mutual (WaMu)
Eighteen days after the Fannie and Freddie takeovers and nine days after the AIG nationalization, another giant institution toppled. Washington Mutual Bank–or WaMu as it was nicknamed–was the nation’s largest S&L, not a commercial bank. WaMu had assets of $307 billion. As such, WaMu’s demise goes down as the largest FDIC-insured bank failure of all time in terms of assets and roughly tied with Continental Illinois in terms of relative size in the financial system.
On September 25, the FDIC announced that it facilitated a transaction in which JPMorgan Chase acquired the banking operations of WaMu. In the announcement, the FDIC said that “all depositors are fully protected, and there will be no cost to the Deposit Insurance Fund.”
“For all depositors and other customers of Washington Mutual Bank, this is simply a combination of two banks,” said FDIC Chairman Sheila C. Bair. “For bank customers, it will be a seamless transition. There will be no interruption in services and bank customers should expect business as usual. . . .”
This, too, was a destabilizing transaction. Although the FDIC chose to cover all uninsured deposits, $20 billion in WaMu bonds were left uncovered and those bondholders suffered a total loss. Just as significant for the markets was the fact that one of WaMu’s largest investors–the private equity firm Texas Pacific Group (TPG)–was wiped out.
TPG had no hand in creating the problems at WaMu. It came to the rescue of the troubled bank a few months before the failure with $7 billion of fresh capital in the form of convertible preferred stock–no good deed goes unpunished.
Until the resolution of WaMu, banks generally had reasonable access to the capital markets to raise fresh equity. Citigroup(C), Wachovia, National City, and WaMu itself were notable examples. Once the bondholders and TPG were wiped out at WaMu, the ballgame for new private sector capital was over. Who wants to invest in a troubled financial institution if the federal government is going to leave you high and dry in the event the institution cannot be saved?
Even at this late stage of the crisis, government policy makers were still focused heavily on not bailing out creditors. That was about to change as the financial system throughout the world was freezing up. Banks were refusing to lend money even to other banks, as no one could be sure which institution would fail next or how the government would handle the failure.
It was in the middle of these cascading disasters that Secretary Paulson and Fed chairman Bernanke rushed to Capitol Hill to make their urgent plea for $700 billion in taxpayer money to bail out the financial system.