gs

Henry Paulson is maneuvering himself into the history books by forcing Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE) into a spiral of doom from which they can't recover. He had plenty of help from the directors and executives who sit atop them. But it's becoming clear that since Saturday's Barron's article, laying out the path to failure, events are spiraling out of Fannie and Freddie's control.

The anonymous senior government source in the Barron's article said that unless Fannie and Freddie could raise at least $10 billion each, the government would bail them out while wiping out common shareholders and eliminating the preferred dividend. This would lead to a sell off of bad loans, a split into smaller pieces, and maybe selling those pieces back to the public. All these activities are a government gift to Wall Street, which will get to do all these deals.

Events are following this predicted pattern as Fannie and Freddie struggle to raise capital. The New York Times reports that investors are not enthusiastic about the most recent efforts to raise capital by Freddie Mac. It reports that on Tuesday, Freddie Mac raised $3 billion in five-year debt but the "1.13 percentage points [premium] over the rate the federal government pays for comparable borrowing" was more than double the "0.6 points" premium it paid earlier in the year.

The Associated Press reports that the House passed a bill that will increase the amount of debt available to buy houses. In the process, it will make the U.S. a much riskier place to invest. That's because when a country's debt tops 60% of its Gross Domestic Product (GDP), lenders consider it a risky credit. The House bill will lift the U.S.'s ratio to 75%. And the dollar will continue to plummet.

Of course, the bill is not being sold that way. Instead its stated goals are to help 400,000 people with foreclosures and to save Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE). Here are six key provisions according to AP:

• Puts distressed real estate on the government's books - Provides $3.9 billion in grants for "devastated neighborhoods" -- a provision the White House hated since it looked like the S&L bailout's RTC, that Bush I approved.
• Gives Paulson unlimited Fannie/Freddie bailout power - Gives the Treasury Department an unlimited line of credit to bail out Fannie and Freddie and to buy an unspecified amount of their stock.
• Creates new debt for drowning borrowers - Lets 400,000 foreclosing homeowners refinance into more affordable, fixed-rate loans backed by the Federal Housing Administration (FHA).

For veterans of the finance world, the credit crunch is a mind-numbing conundrum. For example, Treasury Secretary Hank Paulson -- who was a former Goldman Sachs Group, Inc. (NYSE: GS) chief -- sometimes seems befuddled.

So, why not bring on board some other super smart finance folks?

Well, that's what Paulson is doing. In fact, this week he snagged Ken Wilson, who is the vice chairman of investment banking and chairman of financial institutions business at Goldman. Interestingly enough, he's been structuring some of the key banking deals over the past year, such as the financing of National City Corporation (NYSE: NCC) and advisory work for Wachovia Corporation (NYSE: WB).

True, Wilson's stint will be short-term (lasting until January 1st, when George Bush will leave the White House). But, for the US taxpayers, it's a pretty good deal. After all, he is going to forgo any compensation.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

What does the SEC's new policy entail? The Times says that the SEC will start today by focusing on "what policies brokerage firms have in place to prevent the passing of false information. The intent is to stop malicious rumors without hampering the natural exchange of information in the marketplace." I am not a lawyer but it sounds like the SEC will have a tough time monitoring all the exchanges of information among those on Wall Street unless it plans to record every cell phone, land-line, e-mail, IM, and Blackberry exchange all around the world.

Meanwhile, it seems that the government has strained to distinguish between fact and fiction when it makes big policy decisions. For instance, last year Hank Paulson and Ben Bernanke were saying that the subprime problem was "contained." Would the SEC indict Paulson and Bernanke for spreading false rumors intended to manipulate stock prices? After all, their statements -- which are clearly false -- may have had the effect of causing investors to buy stock in non-subprime mortgage lenders. Could they get off the SEC's hook by proving they had no intent to manipulate stock prices?

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

Reuters reports that Treasury Secretary Hank Paulson is in the middle of oil country -- Qatar -- talking about how a strong dollar is in the U.S. interest. With the dollar down 72% since January 2001, it would be nice if Paulson would use his power to strengthen the dollar.

Unfortunately, he doesn't have enough power or chooses not to use it. The power to influence the strength of the dollar resides in the Oval Office. With a $410 billion budget deficit, $9.4 trillion in government borrowing, and interest rates that have dropped from 5.25% to 2% since August, it's not a big surprise that the dollar is so weak.

And since oil is denominated in those ever-weaker dollars, the price of gasoline tops $4 a gallon -- a big "surprise" to the Oval Office occupant. Nevertheless, this is great news for Qatar and its neighboring countries. Our leaders are protecting the interests of those Middle Eastern countries -- both through military policies and economic ones -- while talking about a strong dollar.

Those countries have outsourced their military defense to the U.S. And the rest of us are paying the price.

Peter Cohan is President of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter.

The New York Times reported a blockbuster revelation from yesterday's Congressional testimony on the JPMorgan Chase & Co. (NYSE: JPM) acquisition of The Bear Stearns Companies (NYSE: BSC). It turns out that the religious right and government bailouts go hand in hand -- that's because Treasury Secretary Hank Paulson decided that he would not put $30 billion worth of taxpayer money at risk unless JPMorgan paid a really low price for Bear.

The reason? Moral hazard. Specifically, Paulson wanted to use Bear as an example that would scare all the other banks that borrowed $32 for every dollar of equity to buy Collateralized Debt Obligations (CDOs) and other difficult -to-value securities. Paulson wanted to wipe out Bear shareholders so they would be reluctant to seek government help if they got into trouble.

And another thing. Alan Schwartz, Bear's CEO, claims to have misunderstood and thought it was a 28-day loan granted on Friday 14th. This would have given him a month to straighten things out. But he later learned that the loan lasted only for the weekend. And he would need to file for bankruptcy or accept the deal that Paulson was offering. Faced with two terrible choices, Schwartz took the Paulson deal.

How much will taxpayers lose due to Paulson's moral qualms? Was this really necessary? Wouldn't the 28-day loan have avoided this?

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.

MAJOR PAPERS:

• Treasury Secretary Henry Paulson will today outline a new plan to better organize the overall bureaucracy that oversees financial markets, the Wall Street Journal reported. Paulson's new proposals include merging or eliminating all together institutions such as the SEC.
• According to people familiar with the matter, the Wall Street Journal also reported that Alphonso Jackson, the Housing and Urban Development secretary, is expected to today announce his resignation, a move which could deal a blow to the Bush administration's efforts to combat the crisis in the housing markets.
• The Financial Times reported that Bank of America Corporation (NYSE: BAC) may take its equity prime brokerage business off the market after receiving weak interest from potential bidders. People close to the situation emphasized that no final decision has been made on the unit.

WEB SITES:

• Bloomberg reported that Citigroup Incorporated (NYSE: C) will set up an independent credit card unit, according to sources. The rest of the consumer division, mainly bank branches and non-bank lending, will be divided into five regional groups, according to the inside sources.

Talk about closing the barn door after the horses are gone.

Yesterday, Treasury Secretary and former Goldman Sachs CEO Hank Paulson called for greater oversight of financial institutions in the U.S. Apparently, some bankers got a little crazy with the fancy financial instruments and now the credit markets are busted. So Paulson is calling for a new sheriff to come in and clean up the town.

But where was the sheriff when the party was really going wild? This is not the time to worry about that. As Paulson said, "This effort is not about finding excuses or scapegoats. But poor judgment and poor market practices led to mistakes by all participants." You see, everybody is equally to blame. Bankers who made millions selling AAA-rated junk bonds, brokers who flipped houses on the side, little old ladies who lost their homes -- everyone made mistakes. Now it's time to clean up the mess, no questions asked and no hard feelings.

I've never met Goldman Sachs Group's (NYSE: GS) CEO, Lloyd Blankfein. But his rise within Goldman from being a lowly gold trader to bossing around investment bankers who shunned him has a satisfying story arc. And this year's bonus of about $70 million looks to be more than 30% higher than last year's lowly $54 million.

But -- like last year -- he'll probably continue to suffer by comparison with some of the hedge fund managers within Goldman who report to him. Not to mention the measly pay he received relative to his predecessor -- Hank Paulson.

But I don't really feel sorry for Blankfein. After all, Goldman seems to have emerged relatively unscathed by all the subprime gloom that has slowed things down on Wall Street this year compared to last. I think it has something to do with a decision to short mortgage backed securities this summer.

And it doesn't lower Blankfein in my eyes that he awarded my brother, William D. Cohan's book ,The Last Tycoons, the Financial Times & Goldman Sachs Business Book of the Year Award 2007.

Be sure to check out more Money Winners of 2007.

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 Goldman Sachs.

The Boston Globe reports that subprime's collapse is spreading its toxic waste to private equity. For example, in 2006, Boston buyout firm Thomas H. Lee Partners bought six businesses for a total of $65 billion. This January, it made just one such purchase, for $5 billion.

As I suggested to MarketBeat last week, subprime's impact on credit markets such as the one financing LBOs was obvious and dramatic. But MarketBeat supplied some compelling statistics to bolster my case. "Data from Dealogic shows how parched the deal landscape was in November. Global buyout activity fell 75% on a year-over-year basis, to $25.8 billion from $102.3 billion at this time last year, while U.S. financial sponsor buyout activity was even more ridiculously curtailed, with $2.35 billion in buyouts, down 97% from the $81.06 billion recorded at this time a year ago."

I appeared 10 months ago on CNBC suggesting that private equity had peaked. Unfortunately our economic leaders, including Fed Chair Ben Bernanke and Treasury Secretary Hank Paulson, were slow to pick this up. They stated last spring that subprime's damage to the economy was contained but they finally changed their tune in October. The credit crunch resulting from subprime's refusal to stay contained has scotched 17 LBO deals worth $96.6 billion so far this year -- almost ten times 2006's $11 billion worth of busted deals.

Either these guys knew what was going on and did nothing or they didn't know. While I certainly don't think private equity needs any government protection, when government is this incompetent, I believe that a new cast of characters is in order.

Peter Cohan is president of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter.

Treasury Secretary Henry Paulson could teach Little Orphan Annie a thing or two about optimism.

In an interview with the Wall Street Journal [subscription required], he again told investors that the sun will come out tomorrow. Heck, in his world the sun continues to shine as bright as ever.

"I believe we're going to continue to grow," Treasury Secretary Henry Paulson said in an interview with the paper. "I've always said these credit-market problems weren't going to work themselves out quickly. And the housing-credit market, the price of oil -- these are the risks. But we have a very diverse, healthy economy. "

Most voters -- who are scared out out of their wits by a crashing real estate market, rising energy prices and a volatile stock market -- would beg to differ. In fact, 52% of Americans say the economy and health care are the most important issue to them compared with 34% who cite terrorism and moral issues, which is the reverse of the polling before the 2004 election, according to the Journal.

Is it any wonder that people are getting worked up into a frenzy over illegal immigration? The average person -- the ones who can't tell a stock from a bond -- are scared to death about the economy. Free market conservatives like Paulson forget that many people don't have as much faith in markets as they do.

The Federal Reserve and its key players, including Federal Chairman Ben Bernanke, have almost taken on rock star status. With the new media and cable television networks like CNBC, every move that Sir Chairman makes or every word he utters is now headlines. Use to be the Fed Chairman could deliver 50 speeches around the nation and nary make a headline. Now, CNBC has a senior reporter covering every speech and trying to parse the Fed Chairman's every word. It's a great job if you enjoy Fed nuance.

The role of the Federal Reserve and the U.S. Department of the Treasury, led by former Goldman banker Hank Paulson, will be front and center these coming months. 2008 is an election year and the news on the housing front is not improving. Not too mention the millions of mortgages that are resetting to higher monthly payments throughout the course of 2008. The Federal Reserve will likely drop the key interest rate here in December and again in the first quarter. With the key Fed Funds rate at 4.5%, the bellwether 10-year U.S. Treasury Note yielding 3.95% is already signaling a minimum cut of 25 basis points, but more than likely 50 basis points. The housing market would welcome a 50-basis point drop; it would make a nice Christmas present.

A Wall Street source has told me that there is a rumor floating around that current Treasury Secretary Hank Paulson is leaving his post to take over Citigroup Inc. (NYSE: C).

Naturally, this rumor interests me because I have posted wistfully about this outcome for the last several months. While Paulson may not be the greatest Treasury secretary in American history, he had an excellent track record at Goldman Sachs Group (NYSE: GS) and he would do his reputation a big favor if he could step into Citigroup and save it from ruin.

Citigroup has been hurting badly all year. In the first part of 2007, it suffered because its costs were growing faster than its revenues. Then it missed its third-quarter earnings numbers and announced a much bigger-than-expected write-down of assets related to subprime mortgage-backed securities. This culminated in the departure of Citigroup's CEO, Chuck Prince on November 4.

Bloomberg News reports that HSBC Holdings Plc (NYSE: HBC), Europe's largest bank, has decided to rescue its own $45 billion worth of Structured Investment Vehicles (SIVs). HSBC's plan lowers the odds that Hank Paulson's Super SIV plan to rescue the $320 billion SIV industry -- whose values Fitch reports have declined to 70% of their stated worth -- will succeed. The implications for Citigroup Inc.'s (NYSE: C) $80 billion worth of SIVs are also potentially scary.

Specifically, HSBC will sell bonds to finance the purchase of two SIVs -- Cullinan Finance Ltd. and Asscher Finance Ltd -- taking on their $45 billion worth of mortgage-backed securities (MBSs) and collateralized debt obligations (CDOs). By August 2008, HSBC expects to provide the new company that buys the SIVs' assets with $35 billion worth of funding and loan facilities, thus removing the risk of a forced sale of the SIVs' assets because of declines in the net asset values. HSBC says, however, that investors will still bear the losses stemming from defaults in the underlying assets.

It seems to me that HSBC's move could have an impact on the Super SIV intended to bail out Citigroup. By encouraging the prompt sale of the SIVs, CDOs and MBSs, HSBC could provide a model that others may follow. If successful, HSBC's approach could supersede the Super SIV plan. I'd prefer to see the banks bail themselves out, rather than relying on the government.