That's right folks -- you're not the one who bought Merrill Lynch without doing any due diligence. But that doesn't mean you're not paying for it. Bank of America (NYSE: BAC) CEO Ken Lewis is the one who skipped that due diligence and now he's shocked to discover that Merrill Lynch is full of toxic waste. So he threatened to back away from the deal and guess who is stepping up? You are.

How much are you going to fork over so Ken Lewis can have his Merrill Lynch? You'll pay $20 billion for a capital injection and cover $100 billion in potential losses. To be more specific, a deal for the U.S. to invest $20 billion in Bank of America and to divide $118 billion in losses between Bank of America and the government is imminent. Bank of America would be responsible for the first $10 billion; the government would take on the next $10 billion in losses and then the government would absorb 90 percent of the next $98 billion. If this deal closes, the government will own $45 billion worth of Bank of America.

I find it interesting that $120 billion can go out of the taxpayer's pocket and into a bank's with the snap of a finger. By contrast, when the automobile industry wanted 10% of that amount we were involved in weeks of political wrangling, which ultimately resulted in a failed bill in Congress. And once again, it was us taxpayers who ended up forking over the money to bail out these big companies with their multimillion dollar management.

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College. Portfolio published his eighth book, You Can't Order Change: Lessons From Jim McNerney's Turnaround at Boeing on December 26, 2008. He has no financial interest in the securities mentioned.

In the midst of what historians will likely view as the worst financial collapse in a century, it is hard to know what will happen next or what to do about it. This weekend Hank Paulson drew a line in the sand -- refusing to put the Treasury in the middle of the Lehman Brothers Holdings Inc. (NYSE: LEH) bailout which caused Bank of America (NYSE: BAC) and other bidders to pass -- and now Lehman and Merrill Lynch & Co., Inc. (NYSE: MER) are gone. (Although Bank of America's $50 billion Merrill buy could be a Pyhrric victory -- its stock is down 13% in pre-market). But now the Fed is, in effect, stepping over Paulson's line in the sand by accepting that same collection of junk that caused Lehman to fail as collateral from Wall Street in exchange for Fed money.

The Wall Street Journal reports that the Fed is expanding its lending facility for Wall Street banks. In addition to getting money from the Fed after posting collateral such as bonds, mortgage-backed securities (MBSs), collateralized debt obligations (CDSs) -- the banks can now get money for posting equities as collateral. To translate into English, after permitting two of Wall Street's biggest names to go under, the government is realizing that it may have made a mistake. It is now back in the business of bailing out Wall Street.

But this means that the Fed is becoming Wall Street's garbage collector. So when it takes MBSs, CDSs, and stocks as collateral, it is risking taxpayer money because in all likelihood, this collateral could be worth much less than its face value. But wait, there's more. The Fed is being joined by a $70 billion lending facility created by some banks to help bailout their brethren. And one analyst expects 110 banks (out of 8,400) to fail by July -- that would account for $850 billion in assets out of $13 trillion total.

Now eight large brokerage firms have settled with Auction Rate Securities (ARS) investors. This afternoon Bloomberg News reports Goldman Sachs (NYSE: GS) and Deutsche Bank settled with state regulators. Merrill Lynch & Co., Inc. (NYSE: MER) announced another prong of its settlement earlier in the day.

What are the terms of the settlement for the latest two? Bloomberg writes that "Goldman will buy back $1.5 billion of the securities and pay a $22.5 million fine. Deutsche Bank will redeem $1 billion of debt and was fined $15 million." In addition to the rogues gallery of big ARS issuers who have yet to settle, investigators are targeting medium-sized brokers -- Charles Schwab (NYSE: SCHW), Fidelity Investments and E*Trade Financial Corp. (NYSE: ETFC).

This leaves major ARS issuers lagging behind their peers. Here are three holdouts (with their 2007 municipal ARS issuance in parentheses):

• Bank of America (NYSE: BAC) ($3.7 B)
• RBC Capital Markets ($1.2 B)
• Lehman Brothers (NYSE: LEH) ($1.1 B)

What are they waiting for?

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned.

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):

• Goldman Sachs (NYSE: GS) ($4.3 B)
• Bank of America (NYSE: BAC) ($3.7 B)
• RBC Capital Markets ($1.2 B)
• Lehman Brothers (NYSE: LEH) ($1.1 B)

What are they waiting for?

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned.

Lehman Brothers Holdings Inc. (NYSE: LEH) is poised to lose $2.6 billion and it's trying to dump $40 billion worth of real estate from its books. The Wall Street Journal reports that Guy Moszkowski, a Merrill Lynch & Co., Inc. (NYSE: MER) analyst thinks Lehman could lose $2.6 billion -- while others expect a mere $1.8 billion loss. Lehman normally reports in mid-September but it may pre-announce earnings this month.

I always find it interesting when analysts -- particularly those who work for banks with their own problems -- offer bearish earnings outlooks for their competitors. But I have met Moszkowski and I found him to be both very smart and a straight shooter. The Journal reports that he "more than doubled his loss projection to $2.6 billion and predicts that Lehman will take a $4.5 billion hit from write-downs." It quotes him as saying that an additional markdown up to 20% related to Lehman's remaining $64 billion in mortgage and commercial real-estate exposure "seems like a lot but can't be ruled out." If that were to happen, Lehman might need to raise more capital.

Speaking of that real estate, FT.com reports that Lehman is in talks to dump $40 billion worth of commercial real estate assets and securities. FT.com reports that there is a wide gap in what the potential buyers -- Blackstone Group (NYSE: BX) and BlackRock (NYSE: BLK) -- and Lehman think those assets are worth. It also reports that the assets in question consist of mortgages and mortgage-backed securities that Lehman valued at $29.4 billion at the end of May and real estate assets then valued at $10.4 billion.

CNNMoney reports that Morgan Stanley (NYSE: MS) is the latest bank to buy back its worthless Auction Rate Securities (ARS) from individual investors. With that buyback, Morgan Stanley follows in the wake of Citigroup, Inc. (NYSE: C), Merrill Lynch & Co., Inc. (NYSE: MER) and UBS AG (NYSE: UBS).

CNNMoney notes that Morgan Stanley said it would offer to repurchase all ARS "held by individuals, charities and small and medium-sized business with accounts of $10 million or less at the bank." Morgan Stanley will begin to start buying back $4.5 billion worth of ARS on September 30th and will "make its best effort to provide liquidity solutions" for institutional investors by the end of 2009. But New York attorney general Andrew Cuomo is not satisfied with Morgan Stanley's proposal.

Meanwhile, the list of big ARS issuers that have not settled grows shorter. Here are six holdouts (with their 2007 municipal ARS issuance in parentheses):

• JPMorgan Chase (NYSE: JPM) ($5.2 B)
• Goldman Sachs (NYSE: GS) ($4.3 B)
• Bank of America (NYSE: BAC) ($3.7 B)

Merrill Lynch & Co., Inc. (NYSE: MER) announced that it would follow Citigroup, Inc. (NYSE: C) in redeeming its Auction Rate Securities (ARS). Unlike Citi -- which plans to redeem $7 billion worth of ARS by November -- Merrill will take its sweet time. According to MarketWatch, from January 15, 2009, and through January 15, 2010, Merrill will "offer to buy at par" $10 billion worth of ARS it sold to 30,000 retail clients.

This is good news and it should get the ball rolling. But there are still at least $300 billion ARS which are not yet redeemed. The list of issuers reads like a who's who of the banking world. For instance, the Wall Street Journal reports that the top 10 municipal ARS issuers at the end of 2007 were as follows:

• Citigroup ($6.7 B)
• Morgan Stanley (NYSE: MS) ($5.2 B)
• JPMorgan Chase (NYSE: JPM) ($5.2 B)
• Goldman Sachs (NYSE: GS) ($4.3 B)
• UBS AG (NYSE: UBS) ($4.2 B)

After reading an interview in the New York Times with Merrill Lynch & Co. (NYSE: MER) CEO John Thain, I began to wonder whether Wall Street, as it currently exists, needs to change.

What's wrong with Wall Street? Here are five things:

• Rewards employees, not shareholders - It pays as much as 76% of its revenues to the people who work there (e.g., in 2006 Merrill paid $17 billion in compensation and its revenue totaled $22.4 billion). That pay is linked to revenue, not how much money their deals make for customers. This encourages them to close big deals fast rather than paying attention to quality.
• Puts its own interests ahead of its clients' - One need look no further than how firms pushed their toxic Auction Rate Securities (ARS) off their books and into the accounts of individual investors.
• Absorbs talent that could solve more important problems - That money sucks up the world's brightest minds. Those MIT PhDs could have been inventing ways to lessen our dependence on oil and gas instead of Collateralized Debt Obligations (CDOs).

Reuters reports that Merrill Lynch (NYSE: MER) reported worse than expected results for the second quarter. Merrill lost $4.9 billion and is selling $8 billion in fresh assets to raise capital.

Merrill's news is the latest of the asset write-down capital raising dances that have taken place in the last year. This dance pairs the write-down of mortgage-backed securities that nobody wants to buy with a desperate effort to raise capital to keep its capital ratios from collapsing. To that end, Merrill took $9.4 billion of write-downs of repackaged debt, including CDOs, as well as exposure to bond insurers. And it raised $4.425 billion from selling its 20% stake in Bloomberg. Merrill may also sell a controlling interest in Financial Data Services for $3.5 billion.

Its loss of $4.42 a share was more than twice the $1.94 loss that analysts had expected. There is not likely to be an end to this asset write-down capital raising dance until people are willing to trade CDOs. And that's the optimistic scenario. If CDOs remain illiquid, it will be ever more difficult to raise capital. And in that case, the prospect of bankruptcy or government bailout loom large. Meanwhile, Merill's stock lost 7.3% in after-hours trading.

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned.

In a quarterly dance routine that's becoming quite familiar -- call it the write-down, capital raising dance -- the Wall Street Journal reports that Merrill Lynch & Co. (NYSE: MER) is planning to sell a $5 billion stake in Bloomberg, the media company, and to cash out of its 49% stake, estimated at $12 billion, in Blackrock (NYSE: BLK).

Why is Merrill doing this? As we've seen over and over again in the last year, banks must maintain specific levels of capital to assets in order to meet regulatory requirements. When a bank reduces the value of its assets, as accounting rules require, the bank writes off the decline in asset values against its capital. In order to maintain a sufficiently high ratio of capital to assets, banks seek to raise capital equal to the amount of the write-down.

Merrill anticipates taking $6 billion in write-downs for the quarter. These could come from its $41 billion in Level 3 assets -- assets valued based on computer models since there is no active market that prices them. Merrill is fortunate to have these stakes available to sell because it will be able to raise capital without diluting current shareholders. Unfortunately, once it sells these stakes, Merrill shareholders will no longer get the earnings stream they generated.

Bloomberg News reports that Lehman Brothers Holdings (NYSE: LEH) wants to sell $4 billion in equity. But it already raised $6 billion so why does it need more? It should be no surprise -- but thanks to a chorus of statements by financial leaders that "the worst is over" -- including Lehman's CEO Richard Fuld, Jamie Dimon, Hank Paulson, and Barton Biggs some are surprised that there are still problems.

Since the crisis began -- last August when the Fed began cutting rates from 5.25% to 2% -- banks have been trying to reduce their ratio of debt to equity below the hugely risky 32:1. But it's hard when they hold $500 billion worth of Level 3 assets -- which don't trade and therefore have no objectively set market value. To maintain or improve their capital ratios, banks have been writing down the value of the securities on their books -- $276 billion worth so far -- and simultaneously raising capital. Citigroup (NYSE: C) has raised the most -- $44 billion.

S&P downgraded Lehman, Morgan Stanley (NYSE: MS) and Merrill Lynch (NYSE: MER) saying they may disclose more write-downs for devalued assets. And hedge fund manager David Einhorn -- who's short Lehman -- got into a verbal debate with Lehman CFO Erin Callan arguing that Lehman had failed to disclose $6 billion worth of such Level 3 assets -- known as Collateralized Debt Obligations (CDOs) and it needed to raise capital. Today's announcement suggests that Einhorn was right.

Just because executives act like cheerleaders, it doesn't mean investors should take them at their word.

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He owns Citigroup shares and has no financial interest in the other securities mentioned

MAJOR PAPERS:

• U.S. mall owner and operator General Growth Properties Inc (NYSE: GGP) is reportedly shopping its portfolio for capital to pay off $18.7B of debt coming due over the next four years to potential joint venture partners, according to the Wall Street Journal.
• The Wall Street Journal also reported that Merrill Lynch & Co Inc (NYSE: MER) is expected to reported another quarterly loss this week, as well as up to $8B in new write-downs, a person familiar with the matter said. This would bring its total to more than $30B since October.
• The Financial Times reported that General Electric Company (NYSE: GE) is planning to invest up to $2B in China in acquisitions and other deals in order to double its revenues in the country...

• Barron's Online said Gildan Activewear Inc (NYSE: GIL), the leading maker of undecorated t-shirts and sweatshirts for the U.S. wholesale market, might be worth a look. All of the company's shirts are now made in Gildan-owned factories in Central America and Caribbean, allowing Gildan to achieve cost benefits of offshore manufacturing before competitors like Hanesbrands Inc (NYSE: HBI). Gildan has recently broadened its market with the acquisitions of two sock makers.

MAJOR PAPERS:

• Wachovia Corporation (NYSE: WB) could announce a capital infusion of several billion dollars from outside investors as early as Monday, people familiar with the matter said. While final terms of the deal are still being worked on, the Wall Street Journal reported that the bank is expected to receive between $6B-$7B, in return the investor group would receive shares priced at roughly $23-$24 per share.
• According to people familiar with the matter, the Wall Street Journal reported that Deutsche Bank AG (NYSE: DB) is seeking to sell as much as $20B in debt to a 'collection of investors,' which include private-equity firms.

• The Telegraph reported that Liberty Media Corporation (NASDAQ: LCAPA) is said to be considering a bid for Virgin Media Inc's (NASDAQ: VMED) television channels.
• The UK Times wrote that Citigroup Incorporated (NYSE: C) and Merrill Lynch & Co Inc (NYSE: MER) will demoralize Wall Street this week with revelations of write-downs of $15B.