Bloomberg News reports that Merrill Lynch & Co., Inc. (NYSE: MER) has extended its Auction Rate Securities (ARS) redemption offer in response to what I thought was pressure from New York Attorney General Andrew Cuomo who threatened to take Merrill to court. But what is interesting is that Massachusetts Secretary of State William Galvin was the one who announced the settlement.
While the politics of this intrigue me, those who held Merrill ARSs (pun intended) care about the terms of the settlement. Bloomberg reports that Merrill "will begin the buyback on October 15 for individuals, nonprofits and small business with $3 million or less on deposit. Redemptions for clients with $100 million or less start on January 15." This Merrill deal adds to the one it announced on August 7 -- a voluntary buyback of $10 billion worth of ARS. Merrill has a total of "30,000 clients who held an estimated $12 billion" according to Bloomberg.
This leaves many major ARS issuers lagging behind their peers. Here are four holdouts (with their 2007 municipal ARS issuance in parentheses):
It turns out that Charles Schwab (NASDAQ: SCHW) and TDAmeritrade (NASDAQ: AMTD) may have sold auction-rate securities by using misleading marketing about whether or not the instruments were "cash equivalents." According to The New York Times, the "point of sale" activity at the discount and retail brokerages is similar, they said, and some of the discount brokerage firms use financial advisers or may have improperly listed information on their websites.
Schwab argues that it was only an "agent" and did not slant the marketing of auction-rates one way or the other.
It is safe to predict that Andrew Cuomo, the New York State Attorney General, will get discount brokerage firms to buy the auction-rate paper back from their customers. Cuomo can probably find some marketing material where the nature of the securities was represented the wrong way.
But, Cuomo's actions have stepped over the line. In all probability, many discount brokerage customers bought the auction-rates on their PC without seeing any information about whether their liquidity could be undermined. Discount brokerage customer often do their own research.
Cuomo won't care. He won't try to find out which people got their auction-rates without being attracted to them by marketing. He will get the discount firms to buy all of the paper back. The companies do not want years of litigation.
Cuomo is running for governor, or perhaps the U.S. Senate. He does not have time to pause for such details.
Douglas A. McIntyre is an editor at 247wallst.com.
The Wall Street Journal reports that Wachovia Corporation (NYSE: WB) is now the sixth major Auction Rate Securities (ARS) issuer to agree to buy back these long-term securities whose interest rates formerly reset in weekly auctions -- until those auctions failed in February. There seems to be a difference of opinion -- between New York's attorney general and the SEC and Missouri -- regarding the terms of Wachovia's deal.
Andrew Cuomo of New York thinks Wachovia will redeem $8 billion worth of ARS in November and will pay a $50 million fine. The SEC and Missouri Secretary of State Robin Carnahan said that Wachovia will buy back $5.7 billion by November 28th. The SEC said Wachovia will buy back an additional $3.1 billion in ARS in June 2009 according to the Journal. Wachovia seems to be leaning more to the two-step process outlined by Carnhan and the SEC.
Meanwhile, today's announcement leaves unredeemed the customers from the following top 10 municipal ARS issuers (their 2007 municipal ARS totals are in parentheses):
This week, state investigators from Massachusetts and New York revealed more pieces of the scam that was the $330 billion ARS market. Up until this week, it had been known that UBS AG (NYSE: UBS) had told its brokers to dump this toxic waste on its so-called private clients -- individual investors -- to keep UBS from needing to write it off from its own books.
But this week we learned that banks had been colluding for as long as two years to prop up the weekly auctions that were supposed to set the rates on these securities. It looked like there was good evidence that the banks were committing securities fraud when they sold ARS on the premise that they were cash-like and offered slightly higher yields than money market funds. Why the fraud? Because, their internal e-mails and behavior revealed that they were desperate to get rid of the toxic waste.
The Wall Street Journal's "Fund Track" reported that some banks struggling to raise capital may sell their money management units. National City Corporation (NYSE: NCC) is selling its Allegiant Funds, Fifth Third Bancorp (NASDAQ: FITB) is considering selling its Fifth Third Asset Management, and KeyCorp (NYSE: KEY) will possibly sell its Victory Capital Management unit.
The Wall Street Journal also reported that Andrew Cuomo, the New York state Attorney General, is preparing to file civil securities-fraud charges against UBS AG (NYSE: UBS), possibly as early as this week. Sources said the lawsuit may include allegations of malfeasance by senior UBS executives.
WEB SITES:
Bloomberg reported that money manager John Paulson, the owner of Paulson & Co., is launching a hedge fund that will provide capital to financial firms which have been damaged by the housing crisis. Paulson, who wants to open the fund by December, used bets against the U.S. housing market to help him earn $3.7B in 2007.
After U.S. lawmakers reached a deal on legislation to alleviate the housing recession, the House of Representatives will today vote on a rescue plan for Fannie Mae -- Federal National Mortgage Association (NYSE: FNM) -- and Freddie Mac -- Federal Home Loan Mortgage Corporation (NYSE: FRE). Representative Barney Frank said that the package, which increases the likelihood Treasury Secretary Henry Paulson will get the authority to inject capital into the two, is "fully acceptable," Bloomberg reported.
Oil trading losses forced SemGroup LP, which used to be America's 12th largest private company, to declare bankruptcy yesterday. Reuters noted that SemGroup LP's parent company is SemGroup Energy Partners LP (NASDAQ: SGLP).
Dell (NYSE: DELL) is known for its terrific customer service and catchy ads but the New York State Supreme Court has found that some of those ads were fraudulent and misleading.
Judge Joseph Teresi wrote that the company "engaged in repeated misleading, deceptive and unlawful business conduct, including false and deceptive advertising of financing promotions and the terms of warranties, fraudulent, misleading and deceptive practices in credit financing and failure to provide warranty service and rebates."
Dell will be prohibited from engaging in such conduct in the future and may also have to pay an as yet undetermined amount of restitution to consumers.
The Independent reports that Citigroup's (NYSE: C) Smith Barney took the $100,000 entrusted to it by a 76-year old mother and put it in now-illiquid Auction Rate Securities (ARS) -- bonds whose interest rates are supposed to reset in weekly auctions -- without her understanding. After she died earlier this year, her son discovered that what she had told him was "in an easy-to-sell money market fund" was in fact frozen in ARSs.
Since February, when I first posted on the $330 billion ARS market, a forum has gathered with 3,924 comments from people who have much of their savings frozen. This widow, like many of the people who comment there, had their money moved into ARSs without their knowledge or with the assurance that the money would be safe and would offer a higher than average return. One key question: Did ARS purchasers receive prospectuses or know of their risks?
But last year, an accounting rule change caused demand for ARSs to evaporate since companies could no longer account for them on their balance sheets as "cash equivalents." So the banks started to bid on the auctions themselves to keep the market going. But thanks to the credit crunch, banks no longer had sufficient capital to prop up the market. So the auctions failed and thousands of people, like this widow, have found that they can't get their money.
Auction-rate securities, which traded regularly since 1985 and were sold to many investors as "cash equivalents", hit a pocket which no one expected. The banks which ran the auctions shut them down because they did not want any of the underlying securities on their balance sheets. Now companies and individuals who bought the paper cannot readily get their money back.
Ultra-aggressive NY State Attorney General Andrew Cuomo, clearly hoping to become the state's governor one day, has launched a huge probe into why the banks killed the market. According toThe Wall Street Journal, "Mr. Cuomo's office sent subpoenas to 18 institutions on Monday and Tuesday seeking information on their auction-rate-securities." Firms including Merrill Lynch (NYSE:MER) and Citigroup (NYSE:C) have been asked for documents.
Two legal issues face big banks and brokerages involved in the auction-rate market. The first is whether they had an obligation to keep a market open which had operated successfully for over two decades. They fundamentally left their clients holding the bag.
The second potential charge is much more significant. Did brokerage houses represent to clients that the paper was virtually the same as cash, redeemable at any time? If so, buyers of the securities may make a series of claims involving fraud. Several suits have already been filed.
In a market which was over $300 billion dollars, the potential liabilities are substantial. It is just the kind of case than can get a guy elected to higher office.
Douglas A. McIntyre is an editor at 247wallst.com.
The Wall Street Journal reported that New York state's attorney general, Andrew Cuomo, has launched an investigation into auction-rate securities and is seeking information from some of Wall Street's biggest institutions including UBS AG (NYSE: UBS), Citigroup Incorporated (NYSE: C) and Merrill Lynch & Co Inc (NYSE: MER), a person familiar with the matter said.
According to the Financial Times, Deutsche Bank AG (NYSE: DB) and other investment banks are working on plans to develop a clearing house for the credit derivatives markets. In an attempt to reduce counterparty risk, the banks are trying to develop a system that would only allow institutions with strong capital bases and credible trading histories to clear trades in the credit default swap markets with a central counterparty.
OTHER PAPERS:
The news that The Royal Bank of Scotland Group Plc (NYSE: RBS) is planning a rights issue of between GBP5B and GBP12B received mixed reviews from British analysts and investors, the Telegraph reported. The analysts expect the bank to cut its dividend.
Freddie Mac and Fannie Mae will no longer buy mortgages from lenders that use in-house appraisers. Many observers believe that the use of independent appraisers -- who don't work for a company that has the goal of making loans --would have resulted in fewer of the ebulliently optimistic appraisals that contributed to a run-up in home prices that was destined to come crashing down.
The move will force lenders like Countrywide Financial (NYSE: CFC) to sell their appraisal operations. The New York Timesreported that "As defaults and foreclosures have surged in the last year, regulators and industry analysts have raised pointed questions about the independence of appraisers. Because they rely on banks and brokers to give them additional business, appraisers often feel pressured to value a home at prices that match or exceed loan amounts."
Standard & Poors, a division of McGraw-Hill (NYSE: MHP), has joined Moody's (NYSE: MCO) and Fitch in announcing reforms in the wake of the criticism for their role in the subprime fiasco.
S&P says it will hire an ombudsman to investigate conflicts of interest and bring in an outside firm to look at compliance and ethics-related issues. Lead analysts will be rotated from time to time and the company will consider a slew of new factors: liquidity, volatility, correlation and recovery, and "worst-case scenarios."
But New York Attorney General Andrew Cuomo isn't buying it: "The supposed reforms announced today by Standard & Poor's and by Moody's on Tuesday are too little, too late. Both S.&P. and Moody's are attempting to make piecemeal change that seem more like public relations window-dressing than systemic reform."
From an investor's standpoint, I'm inclined to agree with Mr. Cuomo. Moody's carries a market cap of nearly $10 billion, but its entire business depends on the willingness of investors to take its ratings and analysis seriously.
But over the past year or so, the "work" of the ratings agencies has been exposed as pretty much a joke. It will take a lot more than this to recover the company's reputation.
The New York AG is concerned that both companies may have "deliberately concealed" negative results from a clinical trial for Vytorin, known as Enhance. Vytorin is a drug marketed to treat cholesterol.
According to the article, "the Enhance clinical trial cast doubt about whether Vytorin is better than a cheaper generic drug in slowing the progression of cardiovascular disease, even though Vytorin was more effective in reducing LDL, the so-called bad cholesterol, which is a major risk factor for heart attacks."
Behind the issue is timing. According to the article, the Enhance trial was completed in April 2006, but the companies didn't disclose the results until January 2008. During that time, combined annual sales of Vytorin and a sister drug, Zetia, grew to more than $5 billion.
That's not chump change.
Both Merck and Schering-Plough are down pretty strongly off the news flow last week.
Merrill Lynch & Co. (NYSE: MER), Deutsche Bank AG (NYSE: DB), and Bear Stearns Cos. (NYSE: BSC) have been subpoenaed by New York Attorney General Andrew Cuomo as part of an investigation of "related to the packaging and selling of debt tied to high-risk mortgages," according to the Wall Street Journal (subscription required).
Among the information Cuomo is seeking is about the super cozy relationship between the banks and the credit-rating agencies, the paper said.
This is big.
Cuomo, the son of former Gov, Mario Cuomo, is a politically ambitious guy. His predecessor Eliot Spitzer made his mark exposing the sleazy practices of Wall Street analysts and brought down former New York Stock Exchange honcho Richard Grasso.
Sure this is a fishing expedition, but Cuomo is a captain of a mighty big ship. The banks better strike a deal with him fast or else they are going be in for a tough slog.
At long last I can give eBay Inc. (NASDAQ: EBAY) a pat on the back about something. Most of you know that's pretty hard for me, but this time eBay has gone the extra mile to prove to me that it at least recognizes there are some nasty pirates and profiteers operating on its site. With the direction of New York Attorney General Andrew Cuomo's office, eBay assisted in putting the clampdown on an unscrupulous jewelry seller that was ripping off eBay customers by placing price inflating bids on its own merchandise.
EMH Group, the company in question, is said to have placed nearly a quarter million fraudulent bids on nearly $5 million worth of merchandise within the period of one year. Of course, EMH claims no wrong doing, but it has agreed to pay $400,000 in fines and will be "banned" from the online auction industry for four years. As for its victims, it is said that there will be a buyback incentive program "for certain items." I'll bet those certain items are all gold and EMH expects to purchase them back at the previous sale price. Yeah, ain't that just peachy.
Yes, I'll give eBay a pat on the back for exposing just how easy it has been to make millions of dollars of fraudulent business on its site. As far as Attorney General Cuomo's part in this, until he sends someone to prison for stealing from the public like this, in my opinion he's just blowing smoke in our eyes to the tune of $400,000. Without even checking, I'll give you 15 to 1 odds he's a Harvard man.
New York Attorney General Andrew Cuomo's quest for the Governor's seat is exposing a deep flaw in the relationship between student loan companies and universities.
According to the New York Times [registration required], Cuomo's investigations led to the dismissal of Columbia University's financial aid director yesterday after the release of documents showing he promoted a student loan company -- Student Loan Xpress -- in which he had a stake, sending letters to parents and alumni on three occasions praising the lender.
Columbia joins other schools including Johns Hopkins and the University of Texas, Austin that have been caught up so far in this scandal. The fundamental problem is that schools don't pay much money to their employees even as they keep raising tuition. As with the rest of the U.S. economy, the gap is covered by debt -- in this case student loans.
Bloomberg News reports that Merrill Lynch & Co., Inc. (NYSE: MER) has extended its Auction Rate Securities (ARS) redemption offer in response to what I thought was pressure from New York Attorney General Andrew Cuomo who threatened to take Merrill to court. But what is interesting is that Massachusetts Secretary of State William Galvin was the one who announced the settlement.
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Dell
Auction-rate securities, which traded regularly since 1985 and were sold to many investors as "cash equivalents", hit a pocket which no one expected. The banks which ran the auctions shut them down because they did not want any of the underlying securities on their balance sheets. Now companies and individuals who bought the paper cannot readily get their money back.
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New York Attorney General Andrew Cuomo has reached an agreement with 
Standard & Poors, a division of 
Merrill Lynch & Co.
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