Volcker Rule May Give Goldman, Citigroup Until 2022 to Comply

Goldman Sachs Group Inc. and Citigroup Inc. are among U.S. banks that may have as long as a dozen years to cut stakes in in-house hedge funds and private- equity units under a regulatory revamp agreed to last week.

Rules curbing banks’ investments in their own funds would take effect 15 months to two years after a law is passed, according to the bill. Banks would have two years to comply, with the potential for three one-year extensions after that. They could seek another five years for “illiquid” funds such as private equity or real estate, said Lawrence Kaplan, an attorney at Paul, Hastings, Janofsky & Walker LLP in Washington.

Giving banks until 2022 to fully implement the so-called Volcker rule is an accommodation for Wall Street in what President Barack Obama called the toughest financial reforms since the 1930s. The Glass-Steagall Act of 1933 forced commercial banks such as what is now JPMorgan Chase & Co. to shed their investment-banking units in less than two years.

“One of the big concerns for the banks was how to unwind these funds,” Kaplan said. “This takes a lot of that argument away by giving them as much as 12 years to do so.”

The proposal, named for former Federal Reserve Chairman and current Obama adviser Paul Volcker, 82, seeks to avoid future bailouts by curbing risk-taking and initially aimed to ban banks from investing in hedge funds and private equity. It was “watered down” in final negotiations last week, allowing lenders to invest as much as 3 percent of their capital in the funds, Deutsche Bank analysts Matt O’Connor and Michael Carrier wrote in a note to clients last week.

Volcker’s View

Andrea Raphael, a spokeswoman for Goldman Sachs, declined to comment, as did Citigroup’s Duncan Smith. Both banks are based in New York.

Partly as a result of last-minute changes to the wording of the bill, analysts, lawyers and congressional staffers say it’s unclear whether the extension period for illiquid funds would run concurrently with the other transition periods. That could mandate full compliance in less than 12 years.

Barclays Capital analyst Jason Goldberg wrote in a report yesterday that there would be a seven-year transition period for the Volcker rule. Citigroup analyst Keith Horowitz wrote that banks would have until 2018.

‘Nine Years’

“In our understanding, it is nine years,” said Mike Westling, a spokesman for Senator Jeff Merkley, the Oregon Democrat who proposed changes to the rule that were later incorporated by Senator Christopher Dodd, chairman of the Senate Banking Committee.

The Glass-Steagall Act gave banks one year to get out of the underwriting business. Their banking licenses were subject to revocation if they were in violation six months after that.

A separate part of last week’s bill allows banks to provide “initial equity” in new funds to help “attract unaffiliated investors.”

“There has to be something like that in there, to literally make it work,” said Jim Reichbach, U.S. head of the banking and securities practice at Deloitte LLP. “Someone has to put the first dollar in.”

The banks must reduce their investments in each fund to less than 3 percent of total investor contributions within one year of formation, according to the bill. They can apply for a two-year extension.

No Capital Infusions

The Volcker rule forbids banks from stepping in with capital infusions or other forms of support when their own funds fail. In December 2007, Citigroup agreed to assume $59 billion of assets bought by “structured investment vehicles” sponsored by the bank. During the following two years, Citigroup lost more than $3 billion on the SIVs, which were a kind of hedge fund that invested in mortgage bonds, credit-card securities and other assets that soured amid the financial crisis.

Goldman Sachs has $29.1 billion of principal investments, Keith Horowitz, a Citigroup analyst, wrote yesterday in a report summarizing the potential impact of the Volcker rule. JPMorgan has $8.88 billion and Morgan Stanley has $6.34 billion, wrote Horowitz, who doesn’t cover Citigroup.

Alyson Barnes, a spokeswoman for Morgan Stanley, declined to comment, as did Joe Evangelisti, a spokesman for JPMorgan. The two banks are also based in New York.

In the case of Goldman Sachs and Morgan Stanley, investments in private-equity funds might pay off before the Volcker rule requires an exit, based on regulatory filings.

‘Substantially All’

“Substantially all” of Goldman Sachs’s $11.5 billion of investments in private-equity, hedge funds and real-estate funds are slated to be liquidated in the next 10 years, according to a company filing. Morgan Stanley estimated in a filing that 60 percent of its $1.81 billion of private-equity investments and 50 percent of real-estate investments will be liquidated within the decade.

Citigroup’s hedge-fund and private-equity business, Citi Capital Advisors, oversees about $14 billion, 38 percent of which is the bank’s own money, according to a marketing brochure for the unit from April. At least four of the bank’s 14 hedge funds consist only of proprietary capital. Citigroup’s Metalmark Capital Partners private-equity unit started a new fund last year with $1.7 billion of capital commitments from the bank and its employees, according to the brochure.

The bank plans to raise more than $3 billion from outside investors for hedge funds and private equity during the next two years, people with direct knowledge of the matter said this month. Such fundraising would reduce the bank’s percentage of its own funds, they said.

The Volcker rule’s limits may still be enough to push banks to reconsider whether to stay in the hedge-fund and private- equity business, said Randall Guynn, head of the financial- institutions practice at Davis Polk & Wardwell LLP. The specter of future caps might deter would-be investors, he said.

“They may think that there’s not enough skin in the game from the sponsors,” Guynn said.

To contact the reporters on this story: Bradley Keoun in New York at bkeoun@bloomberg.net.

To contact the editor responsible for this story: Alec McCabe at amccabe@bloomberg.net.

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