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(Bloomberg News) The Federal
Reserve secretly selected a handful of banks to bid for debt securities
acquired by taxpayers in the U.S. bailout of American International
Group Inc., and the rest of Wall Street is wondering what happened to
the transparency the central bank said it was committed to upholding.
“The
exclusivity by which the process has shut out smaller dealers is a
little un-American,” said David Castillo, head of sales and trading at
broker Further Lane Securities LP in San Francisco, who said he would
have liked to participate. “It seems odd that if you want to get the
best possible price that it wouldn’t be open to anyone who wants to put
in the most competitive bid.”
After
inviting more than 40 broker-dealers to take part in a series of
auctions last year, the Federal Reserve Bank of New York asked only
Goldman Sachs Group Inc., Credit Suisse Group AG and Barclays Plc to bid
on the full $13.2 billion of bonds offered in two sales over the past
month. The central bank switched to a less open process after traders
blamed the regular, more public disposals for damaging prices in 2011.
This week, Goldman Sachs bought $6.2 billion of bonds in an auction.
The
selectivity has irked firms that weren’t also given the chance to profit
from the auctions, and raises the question of whether the Fed got the
highest price for U.S. taxpayers, who gave insurer AIG a $182.3 billion
bailout. The New York Fed resumed its sales of the assets in January
after the market recouped a portion of last year’s losses.
‘Crony Capitalism’
“The purpose
should be to get the best price for the taxpayer,” said Robert
Eisenbeis, a former research director at the Federal Reserve Bank of
Atlanta who’s now chief monetary economist for Sarasota, Florida-based
Cumberland Advisors. “Anybody knows the more bidders the better, so it’s
a little hard to understand why they would essentially pick potential
winners and losers. That smacks of crony capitalism.”
Andrea Priest, a spokeswoman for the New York Fed, declined to comment.
The New York
Fed announced in March that it would sell the bonds held in a vehicle
called Maiden Lane II LLC, created in 2008 to buy holdings that AIG
handed the Fed in exchange for a cash injection. The portfolio includes
bonds backed by the types of home loans with some of the highest default
rates, such as subprime, Alt-A and option adjustable-rate mortgages
that helped fuel the housing boom and bust. Those securities, which can
be difficult to value, offer a chance for a bigger profit to a savvy
investor.
The regional
Fed bank said in a March 30 statement that it would “dispose of the
securities in the ML II portfolio individually and in segments over time
as market conditions warrant through a competitive sales process,” and
that it would also “entertain investor inquiries to acquire specific
parcels of securities where these offer superior value.”
It announced
that it would undertake the sales after rejecting a $15.7 billion offer
from AIG for the entire pool. “Offering the Maiden Lane securities for
sale individually and in segments rather than as a single block will
give a larger set of investors opportunity to bid for the assets,” the
regional Fed bank said in the March 30 statement. “This will maximize
sale proceeds.”
Twenty-two
dealers bought bonds in the New York Fed’s Maiden Lane II auctions last
year, with Bank of America Corp. and Citigroup Inc. topping the list of
buyers. Before each auction, the regional Fed bank posted on its website
the amount it planned to sell and when. Dealers widely shared the names
of individual securities that were being offered and the second- best
bids that were reported.
Damaging Credit Markets
The New York
Fed was criticized for damaging credit markets with the regular sales,
and halted them in June after disposing of about $10 billion in face
value of the assets.
It resumed
the sales on Jan. 19, when it unloaded about $7 billion of assets in one
block to Credit Suisse, after receiving an unsolicited bid for the
securities from Goldman Sachs. Only Barclays and Bank of America were
invited to also participate in that auction. Goldman Sachs won the
auction for $6.2 billion of bonds this week after Credit Suisse placed
an unsolicited bid for the assets. Barclays, Morgan Stanley and RBS
Securities Inc. were also included in that sale. Barclays presented the
second- highest offer in both auctions this year, according to a person
familiar with the process.
The New York
Fed didn’t announce either auction until after they closed, and said
the broker-dealers it included were chosen based on the strength of
previous bids. The Wall Street firms, and their clients who wished to
bid on the assets, were required to sign non-disclosure agreements
forbidding them from discussing the offerings. At least one investor
opted not to participate for that reason.
“Our
compliance people took a very conservative view of the non-disclosure
agreement,” James Keegan, chief investment officer at Seix Investment
Advisors LLC in Upper Saddle River, New Jersey, which manages about $30
billion. “Since we don’t have 20 securitized traders, we couldn’t put
someone behind a ‘Chinese wall’ and continue to conduct business.”
The Fed’s
less-transparent approach didn’t drag down markets like their more
public auctions did last year, and analysts at Morgan Stanley and Bank
of America said the first sale contributed to gains by highlighting
demand.
Further
Lane’s Castillo, whose broker participated in the auctions last year,
said “it seems like the process has been working for the New York Fed.”
Typical
prices for the most-senior bonds tied to option ARMs climbed to 55 cents
on the dollar last week from 49 cents in October and November,
according to Barclays Capital data. That’s down from last year’s high of
65 cents in February. Option ARMs allow borrowers to pay less than the
interest they owe by increasing their balances.
Following Dexia
“Limiting it
to the dealers that in the New York Fed’s opinion they trust to be the
best cuts down on the price discovery that’s important in illiquid
markets like this,” said Jason Weaver, an analyst at Sterne Agee &
Leach Inc. in Nashville, Tennessee. At the same time, those dealers were
ones that “they had the confidence had the ability would get the
transaction done and done quickly and without any problems.”
The Fed
followed an approach undertaken by other firms looking to unload
billions of dollars of assets without roiling markets. Dexia SA, which
said in August it sold $8.8 billion of mortgage bonds, and State Street
Corp., which sold $11 billion in assets in December 2010, also turned to
a limited number of dealers rather than widely distributed auction
lists to dispose of holdings. Dexia, the lender now being dismantled by
Belgium and France, had publicly announced its intention to sell; State
Street, the third-largest custody bank, hadn’t.
“You
certainly don’t want to lose that one buyer because you feel a need to
go through with all the formalities,” Joseph Vitale, a partner in New
York at Schulte Roth & Zabel LLP, who said he wasn’t involved in the
transaction.
Goldman
Sachs held onto almost all of the bonds the New York Fed sold to it for
at least a day, rather than mainly fulfilling client orders as Credit
Suisse did last month, based on data from Trace, the transaction
reporting system of the Financial Industry Regulatory Authority.
Goldman
Sachs told some investors who bid on the bonds through the bank that,
while they had offered the best prices on individual securities, the
firm had bought the debt for itself, according to three money managers
with knowledge of the matter. Goldman Sachs then offered the securities
for sale to the investors, they said. The prices were between 1 and 3
cents on the dollar higher, said one of the people, who declined to be
identified because the transactions aren’t public.
Willing Market
“Our
intention has always been to distribute the portfolio to our clients
globally and we are in the midst of doing that,” said Michael DuVally, a
Goldman Sachs spokesman.
The method
the New York Fed employed may have been less important than market
conditions following a slump in prices, as signs of a strengthening U.S.
economy, fading European debt crisis and change in the calendar year
embolden investors and dealers, said Ken Hackel, head of securitized
product strategy at CRT Capital Group LLC.
“More than
anything else, it’s that they’re selling to a very willing market at
this point,” said Hackel, whose Stamford, Connecticut-based bond broker
was one of the dealers that participated in last year’s auctions.
It’s not
clear that the Fed’s approach resulted in higher prices than if the
bonds had been sold in a more piecemeal and open fashion, said Adam
Murphy, president of Empirasign Strategies LLC, a New York-based
provider of data on securitization-market trading.
“I fail to
see how running a limited participation, secret auction is any way
beneficial to the owners of these bonds, the U.S. taxpayer,” Murphy
said. “Not to mention these bonds are now trading 15 to 25 cents” on the
dollar “cheaper compared to when they were last auctioned in a more
public manner.”
This week’s
$6.2 billion sale to Goldman Sachs allows the repayment of the central
bank’s loan to Maiden Lane II, which was originally $19.5 billion. While
the Fed hasn’t disclosed the prices paid, it was owed about $6.7
billion on its loan to the facility as of Feb. 1, not taking into
account proceeds from last month’s transaction. About $6 billion of
assets remain in the vehicle, based on Fed disclosures.
The New York
Fed said Feb. 8 that it “will dispose of the remaining securities in
the ML II portfolio individually and in segments over time as market
conditions warrant through a competitive sales process, while taking
appropriate care to avoid market disruption.”
A separate
facility, Maiden Lane III LLC, helped retire credit-default swaps that
were sold by the insurer to protect banks from losses on securities tied
to subprime mortgages. AIG said in March 2009 that Goldman Sachs
received $12.9 billion from the insurer to settle securities-lending and
credit-swap contracts from the 2008 bailout. The Fed was owed about
$9.6 billion as of Feb. 1 from its loan to Maiden Lane III.
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