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Bear Stearns Bails Out Fund With Big Loan

Bear Stearns Bails Out Fund With Big Loan - WSJ.com

LIFELINE
Bear Stearns Bails Out Fund With Big Loan

Injection of $3.2 Billion
Caps Days of Drama;
Subprime Sector Fears
By KATE KELLY and SERENA NG
June 23, 2007; Page A1

Bear Stearns Cos.'s dramatic decision to lend as much as $3.2 billion to one of its two troubled hedge funds staves off the risk of a fund collapse that could have damaged its position as a major Wall Street bond player -- and had the potential to ripple through a jittery subprime-mortgage market.
The loan on Friday came only after days of high-stakes brinksmanship with some of Wall Street's biggest players. All wanted to protect their stakes in the hedge funds, but they worried as well that a liquidation of the funds -- which invested heavily in subprime-mortgage assets -- risked igniting a broader panic in the mortgage-bond market.
The events have kept Wall Street riveted for two weeks because a lot of firms are deeply invested in the subprime sector -- which caters to borrowers with weak credit, and which has suffered in the housing downturn as delinquent loans have spiked.
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Bear may have prevented a wider meltdown -- and kept many of the subprime bonds from plunging in value in a fire sale. Its injection of money also will help bring order to the market and pay back loans made by other big Wall Street banks to the Bear-managed hedge fund called the High-Grade Structured Credit Strategies Fund -- though prospects for a sister fund that relied even more on debt, the High Grade Structured Credit Strategies Enhanced Leverage Fund, remain in doubt. The firm, whose move helps preserve its reputation, eventually might even make some money from the struggling investments. And late Friday, as rivals continued to sell or wind down their positions with the one fund, it became clear that Bear may only need to lend $2 billion or less.
Together, the two Bear funds once commanded investments of more than $20 billion in complex debt instruments, mostly backed by subprime mortgages, in addition to billions more in wagers that certain markets would fall.
Stock and bond markets remained wobbly Friday. The Dow Jones Industrial Average on Friday fell 1.4%, closing at 13360.26.
Even if Bear is able to salvage one of its funds, the crisis is a black eye for the brokerage house, a rough-around-the-edges firm run by 73-year-old James Cayne. One of Wall Street's most colorful characters, he is known for smoking cigars in his office and being unbending, often saying he doesn't want to travel to see other chief executives and politicians. It may also end up being a financially costly gambit for the firm, whose performance is already feeling the pinch of the subprime woes. Prior to yesterday, Bear's financial exposure to the funds was largely limited to $40 million invested by the firm and its executives.
Yesterday, Bear described the move as a responsible one for the market. "We're trying to deal with this problem in as forthright a way as we possibly can," Bear's chief financial officer, Sam Molinaro, said in a midday conference call with analysts. Its share price fell more than 4% for the week, after dropping $2.06 on Friday to $143.75.
The clash provides a case study on the challenges that some big hedge funds face in navigating a world full of complicated financial instruments. Over the past decade or so, financial markets have grown substantially and have spread globally, leading to sophisticated and complex ways to place bets, often with large amounts of leverage.
The past several years have been noteworthy because there hasn't been a major system-shaking financial problem, but with that has come a worry -- among regulators, scholars, central bankers and others -- that has led an ever-increasing appetite for risk that is bound to end badly for someone. So far, none of the hiccups has had a system-rattling effect: No major institution has collapsed, stock and bond markets have been buoyant. But each new episode renews worries that it will be the one to have ripple effects.
"Regulators are likely to force banks to review their lending standards more carefully" in light of the funds' meltdown, said Richard Bove of Punk, Ziegel & Co., a boutique investment bank. "The economics of the business have changed in a very negative fashion as Bear makes its $3.2 billion loan. The American banking system is safe and sound because the regulators demand that failing loans be allowed to fail."
Others anticipate more limited fallout, though. "We continue to see this issue as more a reputation issue for Bear versus one that could lead to significant loss of equity capital," Banc of America Securities analyst Michael Hecht said in a report.
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The steady inflow of cash from yield-hungry players such as hedge funds into subprime mortgages in recent years is one reason it became so easy for borrowers with spotty credit to get loans. Market conditions had already turned against such lending earlier this year, and the threat of fire-sale prices of subprime-backed securities by the hedge fund or its creditors could have further tightened the taps on such credit, making it even more difficult for borrowers to get loans.
Firms that loaned money to the hedge funds to make additional investments -- some of Wall Street's other big players such as J.P. Morgan Chase & Co., Merrill Lynch & Co., Goldman Sachs Group Inc. and Barclays PLC -- spent much of the week testing the market's appetite for the mortgaged-backed assets in the fund, which they held as collateral. The results were mixed.
Some assets were scooped up at or near asking prices, but others received offers of 50 cents on the dollar or less, which left some of Bear's lenders holding hard-to-sell assets. Bear's rescue attempt might not end the turmoil in the market. The future of both funds remains in some doubt. It isn't clear yet how other banks will respond to this latest financing offer. Banks are still seeking to sell off collateral from the more indebted fund. Meanwhile, the credit line proposed by Bear could enable the less-leveraged fund to survive.
It isn't the first time Bear, known as one of the savviest bond players, has had tense dealings with Wall Street firms in a crisis. Some industry veterans still resent the way Bear and Mr. Cayne acted during the Wall Street-led bailout of Long-Term Capital Management, a large hedge fund that nearly collapsed in 1998. There were striking similarities to the current predicament in that situation, too: A large hedge fund was failing and it fell to Wall Street to consider propping it up or walking away.
In that case, 16 major financial institutions met at the New York Federal Reserve in September 1998 to determine their contributions to the LTCM bailout. Speaking first, Mr. Cayne jolted the gathering by announcing Bear wouldn't participate, according to witnesses, arguing his firm already had taken on plenty of risk clearing trades for LTCM. Some rival executives were incensed.
Even now, Bear relishes its contrarian role. At private dinner Wednesday night in Washington to meet presidential candidate Barack Obama, several of Wall Street's top executives were in attendance. Bear Stearns Co-President Warren Spector drew some of the biggest laughs when he introduced himself as working for Bear Stearns, "the current scourge of Wall Street." Mr. Spector didn't return a call seeking comment.
The funds behind the current blowup are run by Ralph Cioffi, 51, a 22-year Bear veteran, whose low-key manner has made him popular with fellow investors and salespeople in the mortgage-bond securities industry.
Mr. Cioffi joined Bear as a bond salesman, and became its New York head of fixed-income sales in 1989. A specialist in securities backed by other kinds of bonds and debt, he helped build Bear's business of creating and trading these products. He took on other top roles in the investment bank over the years. In March 2003, he started the High-Grade Structured Credit Strategies Fund.
The two funds he managed, as their names implied, invested more than 90% of their assets in securities that were supposed to be as safe as, or almost as safe as, a U.S. Treasury bond, according to documents reviewed by The Wall Street Journal.
But these investments were much different from Treasurys. While Treasurys are widely traded and have values that can be easily tracked, the Bear funds were concentrated in little-traded derivative instruments known as collateralized debt obligations, or CDOs. These investments package together pools of assets and pay investors interest based on the payments they receive from the assets. The assets backing many of these CDOs were subprime mortgages.
Though subprime mortgages are highly risky, Wall Street carves CDOs into pieces so that some investors can take on more risk than others. The Bear hedge funds took on many less-risky pieces. They also borrowed heavily, which helped to enhance their returns on those less-risky pieces.
The strategy paid off for a long time -- so well that in August 2006 Mr. Cioffi's team created a similar fund that would rely significantly more on borrowing to fund its investments to boost returns. At the time, the High-Grade fund had returned more than 36% in less than three years, according to documents reviewed by the Journal. By January 2007, it had gone through 40 months without a decline, and boasted a cumulative return of 50%.
Many investors in the first fund shifted some of their money to the second fund last summer. One of them was Ted Moss, a 67-year-old real-estate developer from Cleveland, Tenn., who invested about $1 million in the High-Grade fund during 2004.
"I often bragged about the fund because it didn't have a single down month in three years, and that was just amazing to me," says Mr. Moss. When the second fund was launched, Mr. Moss withdrew his money from the first fund, kept half of it, and invested the other half in the Enhanced Leverage fund.
BEAR FUNDS' WOES

- Bear's Woes Test Markets' Mettle
06/21/07
- Page One: Two Bear Stearns Funds Face Shutdown
06/20/07
- Merrill to Dump Bear Fund's Assets
06/19/07
- A 'Subprime' Fund Is on the Brink
06/16/07


Things started to go wrong for the Bear funds early in the year. In reports to investors, the Bear funds said they bought many CDOs in late 2006 and January 2007 "with exposure to subprime collateral."
At the same time, the fund was making other bets on the mortgage market, including a trade structured to pay off if an increasingly popular trading index tied to subprime loans was to fall. Until March, it had been a winning trade. This index, called the ABX index and managed by a London firm called Markit Group Ltd., had been falling. It had the added benefit of being a hedge: If the subprime market continued to weaken, it could hit CDO bonds, but investors who were betting against the ABX index could make up their money on declines in the index.
In February, the trades started to go haywire. As the market for subprime-mortgage backed bonds was in disarray, many securities and CDO assets dived in market price, even though their high credit ratings didn't change. The market value of assets in the Enhanced Leverage Fund fell 14.4%, which offset a 13.5% gain the fund reaped from its bets against the ABX and other derivatives, which dived that month.
The other fund saw its assets marked down 4.4%, but remained profitable that month because its bets on a fall in the ABX and other derivatives earned 5.3%.
But then the ABX index started to stabilize, and Mr. Cioffi's funds got squeezed on two sides: Its CDO bonds were falling in value, and its ABX bets were no longer making money.
The Enhanced Leverage fund's losses were magnified by the significant amount of borrowing it used to finance its trades. As of Jan. 31, it had $699 million in investor capital, but had over $12 billion in investments. A month later, its investor capital had dropped to $667 million, but its bets on the market had increased to $15 billion, according to documents reviewed by the Journal. The fund added to its bullish bets and doubled down on its bearish bets, a move that resulted in significantly worse performances in March and April. By the end of April, the fund was down 23% year-to-date.
In March, Mr. Moss, the Tennessee developer, sold out of the Enhanced Leverage fund entirely at the behest of his investment adviser Brad Alford, who runs Alpha Capital Management in Atlanta. Mr. Alford says he was uncomfortable with the fund's complex strategy, its subprime exposure and its heavy use of leverage. "I thought it was very late in the cycle for such strategies, especially in an illiquid market," he says.
Early in the second week of June, word was trickling out on Wall Street that Mr. Cioffi's funds were starved for cash and might not be able to make margin calls, which are when lenders request additional cash or collateral on a loan. Creditors such as Merrill and J.P. Morgan grew concerned.
On June 14, the funds' dozen or so creditors gathered for a status update at Mr. Cioffi's 237 Park Ave. offices, where attendees were given an 11-page handout summarizing where the two funds stood. It wasn't pretty.
As of June 8, the more-indebted fund was facing $145 million of outstanding margin calls, according to the handout, which was reviewed by the Journal, and the older, less-indebted fund faced $63 million of margin calls. The booklet laid out a plan for meeting the margin calls over a two-week period, using proceeds of additional planned asset sales and from sales of shares of Everquest Financial Ltd., a private asset manager.
Flipping to the last page, some people were shocked to see a list of bullet points under the heading "What We Need From Our Counterparties," say people who were in the room. The points included a 60-day moratorium on margin calls and the release of derivatives collateral back to the funds.
An hour and a half into the meeting, John Hogan, head of risk management for J.P. Morgan's investment bank, raised his hand. "With all due respect, I think you're underestimating the severity of the situation," he said to Mr. Cioffi and his boss, Bear Stearns Asset Management Chief Executive Richard Marin, according to people who were there. The funds "needed to figure out" how to meet their margin calls, he said, and if that meant bringing in funding from the parent company, "we recommend you do that."
Many attendees were puzzled by Bear's apparent unwillingness to bail out the struggling fund, according to people who were there. After the meeting, these people say, there was sympathetic talk about Mr. Cioffi, a loyalist to the firm who seemed to be getting no help in return, and grumbling over memories of the Long-Term Capital Management crisis.
That afternoon Steve Black, J.P. Morgan's co-chief of investment banking, put in calls to Bear co-presidents and chief operating officers, Mr. Spector and Alan Schwartz. "Is Bear going to stand behind your asset-management company?" he asked Mr. Schwartz, according to people who were briefed on the conversation. Mr. Schwartz said he'd get back to Mr. Black.
An hour later, he called and said that on the advice of Bear's lawyers, the firm wasn't going to get involved, these people said. A spokeswoman said Mr. Schwartz couldn't be reached for comment.
Pacing his Tenafly, N.J., bathroom a few minutes before midnight last Saturday, Mr. Cioffi searched for a way to save his two giant funds.
He had spent the prior day and a half behind closed doors with his team, trying desperately to map out a plan for recapitalizing the fund as angry creditors circled. On Friday, Merrill had prepared to seize $400 million of the two funds' assets, an aggressive move that Mr. Cioffi knew could force a shutdown of both entities.
He hoped new capital could stave off Merrill's auction and a swoon in the market for mortgage-backed securities. Barclays, the British bank that had been one of the fund's top lenders and knew the fund intimately, seemed an obvious choice. "We've got to go to them," he typed in a late-night e-mail to his group at Bear. "There's no time to wait."
Barclays came back to Bear with a promise of additional capital, paving the way for a roughly $250 million cash infusion that Bear's asset-management group believed would help the troubled funds.
Dressed in slacks and athletic shoes, Mr. Cioffi and his assistant spent Sunday working multiple phone lines, which rang simultaneously throughout the day. He had called in his 35-person team, plus another five or so executives from other parts of Bear, and had retained restructuring expert Timothy Coleman from the Blackstone Group to help advise him. At 8:00 p.m. that night, Mr. Cioffi held a conference call with creditors to let them know he had hired a consultant.
The next morning, the creditors reconvened at Bear's offices at 11 a.m. This time Mr. Cioffi didn't hand out his presentation in advance. Instead, he announced the group that Bear Stearns was going to "step up," say people that attended the meeting, with a $1.5 billion secured loan that would be attached to at least $500 million in additional equity capital, subject to due diligence by the lender. Again Mr. Cioffi asked the group to cancel their collateral auctions and their default notices, and accept a 12-month freeze on new margin calls. No detailed information about the underlying risk was provided.
Representatives from Merrill and J.P. Morgan, each of which had at least one outstanding default notice and were owed roughly $850 million and more than $500 million, respectively, were taken aback, according to people who were there. Both had collateral assets securing the loans and, in J.P. Morgan's case, trading positions that offset the debt. But asking for a year-long moratorium on margin calls at a time when the borrower was clearly in default was practically unheard of. One attendee asked Mr. Marin if he was serious about the waiting period. He was told yes.
The attendees -- Citigroup Inc., Barclays and Dresdner Kleinwort, each of which was owed far greater sums of money -- seemed more amenable, according to the people who were at the meeting. "People had different perceptions of what was important," one of these people said.
Realizing after the meeting that the margin-call standstill and other requests for patience weren't going to fly, Messrs. Cioffi and Coleman began negotiating to unwind whatever loans they could. The first three to come to terms were Goldman Sachs Group Inc. and Bank of America Corp., which together were owed $2.25 billion in credit. On Tuesday, frustrated with a lack of progress, Merrill and J.P. Morgan pressed forward with plans for auctions of their collateral assets the next day.
Merrill put up its $850 million in collateral for sale, seeking bids from a wide range of investors. When the bids came in late Wednesday, many of them were significantly below prices that Merrill was willing to sell the securities at. The bank ended up offloading only a fraction of the assets and is expected to try to sell the rest privately. J.P. Morgan, meanwhile, pulled its auction just minutes before the scheduled 2:00 p.m. EDT start time, having reached its own private unwind agreement with the Bear funds.
Others have followed suit. Starting Thursday, Lehman Brothers Holdings Inc. and Citigroup attempted asset auctions, and the bond brokerage Cantor Fitzgerald L.P. said it had successfully sold off about $400 million of assets, extricating it fully from the fund.
As the problems mounted, there was increasing talk among hedge funds and brokerage firms about Bear's failure to stand behind its own hedge funds, according to Wall Street executives. It wasn't clear that Bear's promised $1.5 billion loan would materialize, or would be enough to meet the funds' needs even if it did. That intensified pressure on Bear to act, lest its brand-name suffer.
With the funds' standing deteriorating, Bear also saw an opportunity: come in with a larger loan to prevent a fire sale of their assets. Such a move could help stabilize the assets' perceived value and prevent widespread markdowns of similar securities that would hurt Bear and others.
Mr. Spector worked the phones Thursday afternoon, reaching out to various CEOs and senior Wall Street executives, according to a person familiar with the matter. The upshot: save the less leveraged fund that had better-quality assets and let the other fund collapse.
--Anita Raghavan, Greg Ip and Susanne Craig contributed to this article.​

Write to Kate Kelly at kate.kelly@wsj.com and Serena Ng at serena.ng@wsj.com
 
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