Lehman Inches Toward Bankruptcy After Potential Buyers Drop Out
By Yalman Onaran and Craig Torres
Sept. 14 (Bloomberg) -- Lehman Brothers Holdings Inc. moved closer to filing for bankruptcy after Barclays Plc and Bank of America Corp. abandoned talks to buy the U.S. securities firm and Wall Street prepared for its possible liquidation.
Barclays, which had emerged as a leading candidate to acquire Lehman, pulled out first, contending it couldn't obtain guarantees from the government or other Wall Street firms to protect against potential losses on Lehman's assets. Bank of America withdrew about three hours later, according to a person with knowledge of the talks. Banks and brokers began consolidating trades in which Lehman is involved to minimize the impact of a possible bankruptcy filing tonight.
The U.S. Treasury and the Federal Reserve have struggled for three days to prevent the investment bank from failing before markets open tomorrow, people familiar with the situation said. With the two most serious bidders out of the picture, Lehman's options are few.
``The best case is that the Fed offers a 48-hour standstill by backing Lehman's liquidity directly to win time for other bidders to come forth or the previously interested parties to reconsider,'' said Sean Egan, president of Egan-Jones Ratings Co. in Haverford, Pennsylvania. ``The worst case is bankruptcy, and Lehman goes down the tube.''
Barclays walked away because it couldn't get guarantees from the government or agree on a private-sector deal to mitigate what it called Lehman's ``open-ended'' trading obligations, Leigh Bruce, a spokesman for the London-based bank, said in a phone interview today. Bank of America spokesman Scott Silvestri declined to comment. The Wall Street Journal reported that the bank had entered into merger talks with Merrill Lynch & Co., citing unidentified people.
Swaps and Derivatives
The International Swaps and Derivatives Association, which has 218 banks as members, said in a statement today that it held a so-called netting session on Lehman trades to prepare for the New York-based firm's bankruptcy. The trades during the session will be annulled if there's no bankruptcy filing as of 11:59 p.m. in New York today, ISDA said.
Wall Street executives arrived at the New York Fed building in lower Manhattan this morning for a third day of discussions about a rescue plan. Among those present were Citigroup Inc. Chief Executive Officer Vikram Pandit and Robert Wolf, chairman for the Americas at UBS AG. JPMorgan Chase & Co. sent CEO Jamie Dimon, Investment Bank Co-CEO Steven Black and General Counsel Stephen Cutler.
Lehman's bankruptcy wouldn't have as big an impact as the bankruptcy of Fannie Mae or Freddie Mac, Bear Stearns Cos. or Countrywide Financial Corp., Egan Jones's Egan said.
``What the market has been telling us is that Lehman's equity and assets don't cover its liabilities, so the debt isn't worth 100 cents on the dollar,'' said Egan. ``That means credit default swaps on Lehman's debt will be triggered.''
Sealing Off Losses
Barclays's takeover approach depended on sealing off losses from Lehman's mortgage-related holdings, according to people familiar with the talks. New York-based Lehman has lost 94 percent of its market value this year after record losses from investments tied to mortgages.
``Barclays has its own problems,'' said Bruce Foerster, president of South Beach Capital Markets in Miami. ``So it's possible they realized they can't do this without government aid.''
The U.K. bank, which has taken $7.6 billion of writedowns on its mortgage positions in the past four quarters, raised 4.5 billion pounds ($6.4 billion) in a share sale in July. The bank's 5 billion pounds of buyout loans and 12 billion pounds of commercial mortgages may spur further markdowns, Collins Stewart analyst Alex Potter said last week.
`Wasn't Willing'
Barclays said it was approached by the U.S. Treasury at the end of last week and saw in Lehman ``a potential opportunity to significantly enhance our investment banking and investment management franchise in key areas.''
``The proposed transaction required a guarantee for the trading obligations of Lehman Brothers which was potentially open-ended,'' Barclays said in a statement. ``Barclays wasn't willing to assume such an open-ended obligation.''
New York Fed President Timothy Geithner, 47, and U.S. Treasury Secretary Henry Paulson, 62, were pushing Wall Street to contribute money to a so-called bad bank that would assume at least some of Lehman's $50 billion of devalued real estate assets. That would have made it easier for a buyer to take over the rest of the company while the assets were sold off.
The approach was similar to one Lehman presented to investors last week, which the company said would cost $5 billion to $7 billion. The firm's mortgage-related assets have a face-value of about $74 billion before writedowns, based on figures the firm has reported. About another $10 billion of high-yield leveraged loans have been marked down to $7 billion during the past year, as market prices for the debt sank.
Fuld Forced
Led by Chief Executive Officer Richard Fuld, Lehman may be forced to liquidate unless buyers step up for all or part of the 158-year-old company, Paulson and Geithner told the heads of Wall Street's biggest firms at a meeting Sept. 12. Paulson has said he's reluctant to use government money to rescue Lehman.
Fuld, who built Lehman into the biggest U.S. underwriter of mortgage securities during his four decades at the investment bank, was forced to consider a sale this past week after talks about a cash infusion from Korea Development Bank ended, eroding investor confidence and the company's market value.
Unlike when the Fed committed $29 billion to help JPMorgan take over Bear Stearns Cos. in March, Lehman has access to a lending facility for brokers that would permit an orderly process for unwinding the firm, the person said.
Paulson stepped in last week to guarantee the debt and mortgage-backed securities of home-loan financing companies Fannie Mae and Freddie Mac.
Weil Gotshal
Lehman hired the New York law firm Weil Gotshal & Manges LLP to advise the company on a potential bankruptcy filing, the Journal reported yesterday, without saying where it got the information.
The government is probably concerned that panic may spread to other financial institutions, Ladenburg Thalmann & Co. analyst Richard Bove said. American International Group Inc., the largest U.S. insurer, and Seattle-based lender Washington Mutual Inc. each plummeted in New York trading last week on speculation about their financial health.
AIG may move up plans to raise capital or sell assets after the shares plunged 46 percent, according to a person familiar with the company. WaMu, which fell 36 percent, may sell parts of its nationwide bank-branch network to raise cash, according to L. William Seidman, a former chairman of the Federal Deposit Insurance Corp.
