Lehman Files Biggest Bankruptcy After Suitors Balk (Update1)
By Yalman Onaran and Christopher Scinta
Sept. 15 (Bloomberg) -- Lehman Brothers Holdings Inc., the
fourth-largest U.S. investment bank, succumbed to the subprime
mortgage crisis it helped create in the biggest bankruptcy
filing in history.
The 158-year-old firm, which survived railroad bankruptcies
of the 1800s, the Great Depression in the 1930s and the collapse
of Long-Term Capital Management a decade ago, filed a Chapter 11
petition with U.S. Bankruptcy Court in Manhattan today. The
collapse of Lehman, which employs about 25,000 people and listed
more than $613 billion of debt, dwarfs WorldCom Inc.'s
insolvency in 2002 and Drexel Burnham Lambert's failure in 1990.
Lehman was forced into bankruptcy after Barclays Plc and
Bank of America Corp. abandoned takeover talks yesterday and the
company lost 94 percent of its market value this year. Chief
Executive Officer Richard Fuld, who turned the New York-based
firm into the biggest underwriter of mortgage-backed securities
at the top of the U.S. real estate market, joins his
counterparts at Bear Stearns Cos., Merrill Lynch & Co. and more
than 10 banks that couldn't survive this year's credit crunch.
``There is likely to be a domino effect as other firms and
individuals who relied on Lehman for financing feel the effects
of its meltdown,'' said Charles ``Chuck'' Tatelbaum, a
bankruptcy lawyer with Adorno & Yoss in Florida and former
editor of the American Bankruptcy Institute Journal. ``The whole
thing is frankly frightening for the U.S. economy.''
Shares, Bonds
Lehman shares plunged 93 percent at 12:41 p.m. in New York
trading to 25 cents from their $3.65 close on Sept. 12. U.S.
stocks tumbled, erasing almost $400 billion in market value.
American International Group Inc. sank 51 percent as the biggest
U.S. insurer sought capital, while Bank of America Corp. slumped
16 percent after agreeing to buy Merrill Lynch & Co. for $50
billion.
Benchmark gauges of corporate credit risk rose by a record
in Europe, and traded near an all-time high in North America,
driven by a rise in Goldman Sachs Group Inc., Morgan Stanley and
AIG. U.S. two-year Treasuries climbed, pushing yields below 2
percent for the first time since April, as investors sought the
relative safety of government debt.
Since the collapse of the subprime home-loan market last
year, the world's biggest banks and brokerages have reported
more than $510 billion of writedowns and credit losses on
securities tied to mortgages. Lehman still had a $50 billion
stockpile of the investment at the end of August. Falling
housing prices and fear of a U.S. recession have eroded prices
for the holdings.
Leverage Ratios
Lehman's leverage -- the ratio of total assets to
shareholders' equity -- was 31 last year when the mortgage
market collapsed. That compares with 33 at Morgan Stanley and 32
at Merrill Lynch. Only Goldman Sachs had a lower ratio, at 22.
Lehman bondholders may get about 60 cents on the dollar if
the investment bank is forced into liquidation, analysts at
CreditSights Inc. said. The filing is by Lehman's holding
company and won't include any of its subsidiaries. Lehman owes
its 10 largest unsecured creditors more than $157 billion,
including debts to bondholders totaling $155 billion.
The largest single creditor listed in today's filing is
Tokyo-based Aozora Bank Ltd., owed $463 million for a bank loan.
Other top creditors include Mizuho Corporate Bank Ltd., owed
$382 million, and a Citigroup Inc. unit based in Hong Kong owed
an estimated $275 million, according to the filing.
Aozora Bank
Aozora, controlled by U.S. investment firm Cerberus Capital
Management Ltd., said in a statement today that its exposure to
Lehman is ``significantly less'' than the filing shows, thanks
to ``risk-management instruments.'' New York-based Citigroup and
the Bank of New York Mellon Corp. are among trustees for
bondholders who Lehman owed about $155 billion.
Lehman listed $639 billion of assets in the filing, or $26
billion more than its liabilities, a fact Lehman executives have
pointed to in recent days to argue that the company was solvent.
Yet opening for business today would have pushed the
company toward bankruptcy within days, said Sanford C. Bernstein
& Co. analyst Brad Hintz.
Moody's Investors Service last week threatened to downgrade
Lehman's debt unless it reached a strategic deal. With lower
ratings and no support from trading partners, Lehman would bleed
cash and become insolvent quickly, Hintz said in a report today.
``It was unlikely that counterparties would accept
settlement risk,'' Hintz said. ``Therefore, the company would be
forced to pre-fund its trades.''
Moody's Rating
Moody's today cut its ratings for Lehman by 10 notches to
B3 today due to the bankruptcy filing, bringing it down to junk
bond level from investment grade overnight.
PricewaterhouseCoopers LLP, the administrator asked by
Lehman to oversee the liquidation of businesses in the U.K.,
said the failure of the company underlined ``the massive
importance of market confidence.''
``Once that's gone and no one wants to trade with you,
you're in big trouble,'' said PricewaterhouseCoopers partner
Tony Lomas at a press conference today in London.
London-based Barclays, which emerged as a leading candidate
to acquire Lehman, pulled out first yesterday, saying it
couldn't obtain guarantees from the U.S. government or other
Wall Street firms to protect against losses on Lehman's assets.
Bank of America Corp. withdrew about three hours later,
before saying it would acquire New York-based Merrill Lynch.
Brokers sought yesterday to consolidate trades linked to Lehman
to minimize the impact of a bankruptcy filing.
Lehman Founders
Founded in 1850 by three immigrants from Germany, Lehman
has managed to avert previous potential disasters and was among
the handful of U.S. financial firms that had endured for more
than a century.
Fuld, the longest-serving CEO on Wall Street, attempted to
shore up the firm's finances in the second quarter by raising
$14 billion of capital, selling $147 billion of assets,
increasing cash holdings and reducing reliance on short-term
funding to create a buffer against a bank run.
Instability in the financial and credit markets left Lehman
officials struggling to keep the firm afloat, Ian Lowitt, the
firm's chief financial officer, said in a court filing in the
bankruptcy case. Liquidity problems plagued Lehman earlier this
year, he said.
``This loss of liquidity created a chain reaction of
adverse economic consequences,'' Lowitt said.
Lehman last week reported the biggest loss in its history
and said it planned to sell a majority stake in its asset-
management unit, spin off real-estate holdings and cut the
dividend in an effort to shore up capital and regain investor
confidence. The efforts failed to stem speculation that the
firm's mortgage holdings would lead to more losses.
`Uncertainty' Trap
``The uncertainty, particularly among the banks through
which the company clears securities trades, ultimately made it
impossible for the company to continue to operate its
business,'' Lowitt said in the filing. The firm had sought about
$4 billion for the asset-management unit, he added.
The U.S. Treasury and the Federal Reserve negotiated with
Wall Street executives for the past three days in New York,
trying to strike a deal that would prevent the investment bank
from failing before markets open today. Treasury Secretary Henry
Paulson indicated that he didn't want to use U.S. taxpayer funds
to ease a sale of the company.
Fuld, 62, is exploring the sale of its broker-dealer
operation and continues to hold talks on the sale of its asset-
management unit, including fund manager Neuberger Berman, the
company said today in the statement.
Account Protection
The U.S. Securities and Exchange Commission said customer
accounts at Lehman are protected and agency staff will remain at
the brokerage firm in the coming weeks.
Securities rules require segregation of Lehman's securities
and cash, and accounts are covered by insurance provided by the
Securities Investor Protection Corp., the Washington-based
agency said last night. SEC employees working inside the
broker's office will continue that assignment, the agency said.
``We are committed to using our regulatory and supervisory
authorities to reduce the potential for dislocations from recent
events, and to maintain the smooth functioning of the financial
markets,'' said SEC Chairman Christopher Cox in a statement
yesterday.
The bankruptcy proceedings will likely mean the speedy sale
of stocks, bonds and derivatives on Lehman's books, said
Oppenheimer & Co. analyst Meredith Whitney.
``Due to the liquidation of unprecedented scale, we expect
a broad-based decline in marks on asset values,'' Whitney wrote
in a report. That ``will force the other brokers to mark down
their assets accordingly, and therefore pressure all capital
ratios.''
SIPC coverage
Brokerage units that fail usually are handled by the SIPC,
which appoints a trustee to liquidate the business and protect
its customers. Lehman's customer accounts may also be farmed out
to other firms that may protect cash and securities, on the
model of the failed junk-bond firm Drexel Burnham Lambert, which
filed for bankruptcy in 1990.
Lehman's trades in commodities, derivatives and other
financial instruments may be unwound by the bank's
counterparties, said Andrew Rahl, co-head of bankruptcy in New
York at law firm Reed Smith and a specialist in financial
companies.
A liquidation of the brokerage unit might be ``a big mess''
if Lehman used customer accounts to raise cash, and sale and
repurchase agreements had to be unwound, Rahl said.
The trigger for SIPC to take over the Lehman brokerage
would be a freezing of customer accounts, or a Chapter 11 filing
that implied the unit was insolvent and its customers might not
be able to access their property, the official said.
Adjustment Process
``First there will be chaos and then an adjustment process
as losses distribute themselves through the market,'' said
Gilbert Schwartz, a former Federal Reserve attorney and now a
partner at Schwartz & Ballen in Washington. ``There won't be any
lasting turmoil. Treasury and the Fed have determined that
markets have adjusted to the situation since Bear Stearns. If
every time a big institution went bust the markets expected the
government to step in, no one would ever adapt.''
Ladenburg Thalmann & Co. analyst Richard Bove wasn't as
sanguine.
``We will be entering uncharted territory,'' he said.
``Forcing liquidation will set off problems in other companies
and markets everywhere.''
`Netting' Session
Rival banks and brokers yesterday held a session for
netting derivatives transactions with Lehman to reduce
uncertainty in that market. That move means canceling trades
that offset each other, the International Swaps and Derivatives
Association said in a statement. The ISDA includes 218 banks,
brokerages, insurance companies and other financial institutions
from the U.S. and abroad.
In the U.K., the Financial Services Authority asked banks
to disclose their exposure to Lehman, spokeswoman Teresa La
Thangue said in a statement today.
Any sale of Lehman's investment management units is subject
to court approval and creditor scrutiny under bankruptcy rules,
according to Tatelbaum.
``Bankruptcy severs all counterparty contracts, and therein
lies the systemic risk,'' said David Kotok, chief investment
officer of Vineland, New Jersey-based Cumberland Advisors Inc.,
which manages $1 billion. ``This would be the first time we've
tested how much damage will be done by a bankruptcy.''
Lehman's filing was made by lawyers from New York-based
Weil Gotshal & Manges LLP, led by bankruptcy lawyer Harvey
Miller. The case was assigned to U.S. Bankruptcy Judge James
Peck, according to court records. Peck was sworn in as a judge
in January 2006. Before taking the bench, he served as co-chair
of business reorganization at Schulte Roth & Zabel, and prior to
that was a partner at Duane Morris, according to the court's Web
site.
The case is In re Lehman Brothers Holdings Inc., 08-13555,
U.S. Bankruptcy Court, Southern District of New York
(Manhattan).
To contact the reporters on this story:
Christopher Scinta in U.S. Bankruptcy Court for the Southern
District of New York in Manhattan at
cscinta@bloomberg.net;
Yalman Onaran in New York at
yonaran@bloomberg.net.
Last Updated: September 15, 2008 12:43 EDT