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September 7, 2008

Details and Text on the Fannie/Freddie Bailout

Details on the just-announced Fannie/Freddie bailout plans were initially scant, but the OFHEO and Treasury websites now have most of what you're looking for. Here is the gist:

  1. The two mortgage giants will open Monday under Treasury control
  2. New CEOs and boards are inbound
  3. Common shareholders are being massively diluted as preferred of a preferred/warrant deal that is being held out as offering taxpayers upside
  4. The U.S. is now buying MBS securities direct from GSEs in the open market, and there is no explicit limit specified
  5. The U.S. just a planet-sized new (red) line item on its national balance sheet

For those of you who like more words, here is OFHEO's description of the bailout's key elements:

There are several key components of this conservatorship:

First, Monday morning the businesses will open as normal, only with stronger backing for the holders of MBS, senior debt and subordinated debt.

Second, the Enterprises will be allowed to grow their guarantee MBS books without limits and continue to purchase replacement securities for their portfolios, about $20 billion per month without capital constraints.

Third, as the conservator, FHFA will assume the power of the Board and management.

Fourth, the present CEOs will be leaving, but we have asked them to stay on to help with the transition.

Fifth, I am announcing today I have selected Herb Allison to be the new CEO of Fannie Mae and David Moffett the CEO of Freddie Mac. Herb has been the Vice Chairman of Merrill Lynch and for the last eight years chairman of TIAA-CREF. David was the Vice Chairman and CFO of US Bancorp. I appreciate the willingness of these two men to take on these tough jobs during these challenging times. Their compensation will be significantly lower than the outgoing CEOs. They will be joined by equally strong non-executive chairmen.

Sixth, at this time any other management action will be very limited. In fact, the new CEOs have agreed with me that it is very important to work with the current management teams and employees to encourage them to stay and to continue to make important improvements to the Enterprises.

Seventh, in order to conserve over $2 billion in capital every year, the common stock and preferred stock dividends will be eliminated, but the common and all preferred stocks will continue to remain outstanding. Subordinated debt interest and principal payments will continue to be made.

Eighth, all political activities -- including all lobbying -- will be halted immediately. We will review the charitable activities.

Lastly and very importantly, there will be the financing and investing relationship with the U.S. Treasury, which Secretary Paulson will be discussing. We believe that these facilities will provide the critically needed support to Freddie Mac and Fannie Mae and importantly the liquidity of the mortgage market.

One of the three facilities he will be mentioning is a secured liquidity facility which will be not only for Fannie Mae and Freddie Mac, but also for the 12 Federal Home Loan Banks that FHFA also regulates. The Federal Home Loan Banks have performed remarkably well over the last year as they have a different business model than Fannie Mae and Freddie Mac and a different capital structure that grows as their lending activity grows. They are joint and severally liable for the Bank System’s debt obligations and all but one of the 12 are profitable. Therefore, it is very unlikely that they will use the facility.

And more here from the WSJ, straight from Treasury's description of the shareholder-diluting PSPA:

The Treasury said its senior preferred stock purchase agreement includes and upfront $1 billion issuance of senior preferred stock with a 10% coupon from each GSE, quarterly dividend payments, warrants representing an ownership stake of 79.9% in each firm going forward, and a quarterly fee starting in 2010.

Lots more details to come, I have to think. The market is going to initially swoon for this, but Tuesday will be interesting as the ripple effects hit.

[Update] Some related links:

  • Preferred share purchase agreement (Treasury)
  • Mortgage-backed securities purchase agreement (Treasury)
  • Wild related discussion going on over at Calculated Risk, albeit most of it inane (CR)

Sneak Peek at Weekend Reading

Here is a sneak peek at some (non-Fannie/Freddie) links from my weekly column over at TheStreet.

  • More allegations about nefarious activity in oil markets (Risk)
  • Black Swans and Market Timing: How Not To Generate Alpha (Journal of Investing)
  • Michael Lewis in New Orleans (Bloomberg)
  • Great Roger Lowenstein essay on the market's short memory for risk and bailouts (NYTimes)
  • Housing Busts and Household Mobility (NBER)
  • Bill Gates is having trouble selling Microsoft shares fast enough (New York Post)

Research Round-up: Catastrophes and the Credit Market, etc.

I'll try to do these more often, but here is a quick list of some financial (and other) research papers that I've come across this week:

  • Who gambles in the stock market? Socioeconomic factors that favor buying lottery tickets -- like lower income -- favor buying stocks with lottery-type binary prospects (SSRN)
  • Sensation-seeking, over-confidence and the stock market. BASE jumpers love to trade, and they don't do any better than anyone else (JoF)
  • Catatsophic risk and credit markets. I just like the unintended pun, given Fannie/Freddie, in the title. The article is interesting, however, in that it highlights insurance market imperfections that reduce real estate prices in catastrophe-prone regions (J0F)
  • Securitization and the declining impact of bank finance on loan supply. A fascinating, if somewhat technical, look at why securitization is good for you, in that it keeps credit flowing even when bank finance in individual cases is wobby (JoF)

Freddie/Fannie: What Did It Take to Get Management/Board Onside?

Why didn't the Freddie/Fannie bailout deal wipe out the common shares? That's one question most people have, myself included, as we look at the structure of the deal. Leaving common shareholders with 20% of the equity of the firms seems unnecessarily generous. Is that price that was required to get management on board during the transition to conservatorship? Was it the carrot?

Because it seems clear what the management stick was alongside the hypothesized carrot. That was the silly story planted in the media yesterday that Freddie/Fannie played games timing their liabilities, and so their balance sheets were squishier than regulators thought.

Gosh, you think? Did anyone really think that Freddie and Fannie played it straight up? There had only been a host of analysis suggesting same for some time -- I even prattled about it on CNBC weeks ago. Leaking that information to the media now strikes me as a stick trying to get cooperation out of the two companies' respective CEOs. You know, "Play along, or we'll make you look like bad men for diddling the numbers."

But was the other side of the deal not washing out the common shares? Granted, it's not a huge carrot, but it is a carrot to avoid management/board lawsuits -- notice how careful Paulson was to say that this was not management's or the board's fault -- and even provide some wildly unlikely upside.

How the Freddie/Fannie Bailout Came Together

Expect a few more of these before it's over, but the WSJ has out a decent timeline of how the Freddie/Fannie bailout came together. There are some useful details, so check it out.

My main question: Considering the number of people directly involved (including Morgan Stanley bankers) was apparently at least a few dozen, why didn't this leak? Neither FRE, nor FNM, nor the XLFs (other than Friday) did anything unusual trading last week as the decision was reached.

Apparently the government is better at keeping secrets than anyone else in the capital markets. I'm not sure if that's reassuring, or frightening.