Setting The Scene
This is a reprint of sorts from an article that I wrote in January of 2009. I am republishing it in response to the headlines which hit the news today "US Role Questioned On Merrill." The article represents that the State of New York and Andrew Cuomo have uncovered startling information about our federal government official's actions in the midst of the banking crisis. Previously I wrote this piece as a screen play to represent what I felt may have happened at that time; now it appears, this script may turn out to be a blockbuster. Before reading further remember that this is all a work of my imagination and how I had envisioned much of the banking takeover process to be occurring. Unless referenced, the comments and material here are from my mind and may not have a material basis in fact.
[The curtain is drawn and the scene opens, absent and void of any light; the date is September 12th, 2008. After a moment of darkness the stage lighting rises and illuminates the scenario unfolding before the audience. As the lights come to strength, Henry Paulson, Ben Bernanke, and George Bush Jr. are revealed. The men are sitting around a long hardwood table at an undisclosed, cold, and isolated government building within Washington DC.]
Bernanke, Bush, and Paulson
Bernanke: "Gentlemen I have gathered you here today to discuss a disturbing situation in our banking system. I have received some discouraging words from the management of Merrill Lynch, Washington Mutual, and Lehman Brothers; all are indicating they are on the verge of collapsing. They have represented to me, each individually, that they are on the cusp of becoming victims of the sub-prime lending crisis and that their credit default swap gambling has gone South as well. Just as Fannie Mae, Freddie Mac, AIG, and Bear Stearns before them, without assistance they too will soon parish. Therefore, based on these statements, it is with great pain I must announce to you that I fear our bailout efforts just haven't gone far enough. If this situation was not disheartening already, before I continue, might I also add that they have expressed to me a great deal of concern surrounding a collapse of another major company in the financial system; of course this assumes that they themselves are able to survive the weekend. They feel all financial trading firms must succeed in some form or another, as a collapse of any more companies would create an unprecedented jolt to the entire trading system. The stakes are high gentlemen, the problem is systemic, and something must be done. Now, I come to you Mr. President and Mr. Paulson to discuss our options here tonight.
[Paulson turns his head to look from Bernanke to Bush and back to Bernanke again. He then raises his right arm from where it was previously folded against his chest and leans up to the table almost as if to begin to whisper to the other men]
Paulson: [Glaring at Bernanke] "Ben I was afraid you were going to tell us this. [Quickly rotating his head to George Bush] Mr. President the country is in shambles financially and our banking system is in fact unsound. I have been telling the media that our banks are solvent and that the financial system will not collapse but I have only said this to avoid spreading mass pandemonium. I regret to inform you that my statements have been less than truthful; although they were spoken and intended for the good of the people of course. [Pauslon Pauses] Gentlemen, we can no longer afford to have our citizens and the media questioning our understanding of this crisis!"
[Paulson, backing away from the table now, from his crouched position raises the arm he was previously leaning on over his head. He then simultaneously begins to bring his hand forcefully to the hardwood table repeatedly pounding his fist in sync with his words as he continues.]
"We cannot allow this problem to persist any further! We must allow one of these firms to fall and show that the system can take it! We must continue to support Fannie Mae, Freddie Mac, and AIG! I believe we must also stand behind our two most solvent banks as we will need them to be able to withstand the fallout; besides may I remind you how Mr. Dimon was most agreeable when asked to work with us to avert a full blown government Bear Stearns takeover. Most importantly though we must plan a strategy to get out of this mess without using more Federal Reserve Funds or pressing to pass a bailout plan in Congress. I fear if we press for a nationwide bailout our constituents may want our heads."
Jamie Dimon of JPMorgan Chase
[Bernanke pans the stressed faces of both men]
Bernanke: "Precisely Henry, and that is why I have devised a plan. A plan so perfect only those labeled "economic hacks" in the so called "blog community" will be able to unravel it. A plan that will help us in the future after Barack Obama replaces us in January and cements our legacy together. Gentlemen, I have indeed called you here tonight to discuss this... [Bernanke pauses and then smiles] but I have also called others. In a few moments several men will come through that door [Bernanke points to a large steel door adjacent to the hardwood table the men rest at.] Who are these men you might be asking? I will tell you Mr. President; Mr Treasurer." [looking to Bush, then Paulson before continuing]
Ken Lewis CEO of Bank of America
"The first men are Jamie Dimon of Chase Bank and Ken Lewis of Bank of America. They must understand our needs and will be critical to what we must do. According to the most recently available Federal Reserve data these men control our two most solvent banks and must be forced to cooperate with our efforts if we hope to succeed. The next group who will come through the door are Alan Fishman [Bernanke holds his hand to his mouth as if to block his speech and not allow wandering ears hear his words. Whispering he continues.] I owe him a favor, I know neither of you know him well yet but..."
Alan Fishman of Washington Mutual
[Bush speaks up for the first time of the night cutting Bernanke off]
Bush: "Wait just a second Ben I'm the only one who helps with favors around here!" [Pause; Bernanke leans back in his chair, Bush continues his southern accent showing through more clearly]
Bush: "Whatcha ow'em for? Ya Know this is fun! Ok Benji just this once you can grant a favor; continue I'm listnin'."
Richard Fuld of Lehman Brothers
[Bernanke continues rolling his eyes] "Alan Fishman Washington Mutual's newly appointed CEO, John Thain of Merrill Lynch, and Richard Fuld of Lehman Brothers , will be here just moments after Mr. Dimon and Mr. Lewis arrive. Now here's the plan, when the Chiefs' of Bank of America and Chase Bank walk through that door..."
John Thain of Merrill Lynch
[Bernanke is cut off by loud knocking on the steel door which separates the three men from the secret service agents standing outside. The men look up from the intense conversation and to the door. After the knocking ceases the men look from the door back to Bernanke as if needing guidance on what to do next; Bernanke continues]
Bernanke: "Ok, ok that must be Mr. Dimon and Mr. Lewis, you guys let me do the talking. I'll be the brains and you be the muscle. [Bernanke yells in his most booming voice] Send them in please."
[Ken Lewis and Jamie Dimon enter the room as expected, the huge steel door they entered through slamming behind them.]
Bernanke: "Gentlemen" [Now Standing, Bush and Paulson also stand]
Dimon and Lewis: "Mr. President, Mr. Paulson, Mr. Bernanke" [They shake hands and sit.]
Bernanke: "Mr. Lewis and Mr. Dimon, we sit before you today with a decision to make. As you know we are in the midst of a global financial crisis and the situation is dire. Mr. Dimon you've been through this before. Mr. Lewis, as I assume you have previously speculated, due to Chase's overall solvency we requested Mr. Dimon and his bank take control of Bear Stearns earlier this year. Bluntly, the deal was not entirely a private acquisition as reported. We ultimately helped to orchestrate it and Mr. Dimon was most agreeable; end of discussion.
Now Mr. Lewis, you may be wondering why you and your firm were not given an offer like this with Bear Stearns. Frankly, you would have had an opportunity to sit at this table previously if it weren't for Bank of America's foolish purchase of Countrywide Financial in December of 2007. No matter. Now you too, as the CEO of America's second most solvent bank, are being asked to be a part of this discussion.
[Bernanke turns back to the table and away from Lewis] I will cut to the chase gentlemen; [Bernanke raises his voice] We will not be leaving this room tonight until you willingly agree to merge or purchase another of our country's ailing financial companies. So what's it going to be?"
[Dimon and Lewis swallow hard. They squeamishly fight back comments and anxiously await what is to come next. Bernanke continues as Paulson and Bush begin to smirk watching the two bank CEO's begin to squirm.]
s previously mentioned we also supported the absorption of Bear Stearns by JPMorgan Chase. Now however we are running out of options gentlemen and the only solution before us is for your private organizations to take in two more failing companies. You will not be required to do this alone as you will have access to the Fed funds window. In the future, Mr. Paulson and I will require that cheap credit will be extended to you, you can count on our promise of this gentlemen. However, that being said, you will be required to take either Merrill Lynch, Lehman Brothers, or Washington Mutual; one a piece. The choice is now before you, the entity you do not choose will fail and collapse; I urge you to choose wisely."
[Mr. Lewis Speaks First]
Lewis: "Mr. Bernanke, this is ludicrous! [Turning to Bush and Paulson] Mr. President, Mr. Treasurer you cannot allow this to happen! This is America! This is a move towards socialism! Bank of America does not want to increase it's exposure through the absorption of any of these entities! I simply will not be a willing participant in this situation!"
Paulson and Bush in Unison: "This is not an option! You will choose or we will choose for you! You have now spoken and your answer is unacceptable! Mr. Dimon what do you have to say for JP Morgan Chase?
[Dimon's head spinning as he watches what is happening before him, quickly answers knowing he has no choice. With a burning feeling in his throat he speaks]
Dimon: "I'll take Washington Mutual, however I respectfully request of you two weeks time to prepare my staff, board of directors, and mergers and acquisitions group to prepare for such a large absorption. As you know I graciously worked with you to absorb Bear Stearns in March however the due diligence required and sheer magnitude of that transaction was simply much more than our team could handle given our short time frame."
Bernanke, Bush, and Paulson: "Excellent choice Mr. Dimon. You will be awarded the time requested. We will keep Washington Mutual afloat for two weeks for you."
[All eyes shift to Lewis. Lewis knowing there is no time to waste and that he has no option, fumbling for thoughts and furious speaks.]
Lewis: "Uhhhh, ummm, errr, Merrill Lynch I'll, errr, we'll take Merrill Lynch."
Bernanke, Bush, and Paulson: "Excellent choice Mr. Lewis. For your lack of cooperation you will be required to take Merrill Lynch by the end of this weekend. We do not have the tools available to us now to stop its collapse as its financial statements are due to the SEC within the week. Your choice will require Bank of America to purchase Merrill Lynch so it is effectively considered a part of a bank and is able to access credit through the Fed funds window more easily. In addition after Merrill is made part of your bank we will also not require the firm to mark its assets to market and thus it will not have to record the substantial losses the SEC would have required it take under its net capital obligations."
[There is another loud knock on the steel door that all five men entered the room through. Bush this time, enjoying what is happening and dying in anticipation for what will come next before him booms.]
Bush: "Send'em in!"
[The Steel door opens, and as Bernanke had said John Thain, Alan Fishman, and Richard Fuld file into the room and take seats at the table after shaking hands with all five men. Bernanke quickly recaps the conversations which have been had between the government, Bank of America, and Chase Bank; then continues.]
Bernanke: "Mr. Fuld I regret to inform you that the government will not be bailing out Lehman Brothers. Additionally, neither Mr. Dimon nor Mr. Lewis feel they are able to bring your brokerage into their operations. As a result, Mr. Fuld, sir, you and your company will regrettably be required to file for Bankruptcy by the end of this weekend and the federal government will assist you with an orderly bankruptcy. You may now leave, you have free access to release your announcement when you feel it appropriate. However, now you must leave as you are no longer required to be at this meeting."
[A tear comes to Fuld's eye as the empire he built has crumbled, he stands, says his goodbyes to the group, and exits through the door which only moments later he came excitedly through. Thain and Fishman now gloating as they know they must surely be saved anxiously await the next words from Bernanke's mouth.]
Bernanke: "Hey Alan, good to see you again, how are the kids? [Before Fishman can speak] Great glad to hear it. Ok on to business. Alan, Washington Mutual will become part of JPMorgan Chase effective in 2 weeks. As I owe you a favor Mr. Dimon will compensate you for your 17 days at Washington Mutual and you will be paid handsomely for helping to arrange the merger. After this transaction you will resign from the merged entity, concede control to Mr. Dimon, and fade away into retirement. Got that? Good."
[Bush and Paulson are grinning ear to ear now as the room turns its eyes to John Thain. Bernanke begins again but is abruptly cut off by Paulson who now understand Bernanke's plan]
Paulson: "John how far do we go back? 10 maybe 20 years? I'm sorry to have to do this to you but it is required if you want to make it out of this crisis alive. You and Mr. Lewis are to work an agreement in which Bank of America purchases Merrill Lynch." [Lewis tries to speak but is cut short by Bernanke]
Bernanke: "Mr. Lewis indicated to us that he did not want to participate in any type of merger involving his bank Washington Mutual, Lehman Brothers, or your firm; Merrill Lynch. However [glaring long and hard at Lewis before looking back to Thain and continuing] he does not have a choice. Merrill Lynch will be purchased by Bank of America tomorrow, you will both run the organization, and the merger will be completed by year end...
[Bernanke talks for a few moments and the sounds from his lips become increasingly inaudible to the crowd, before the scene ends Bush, Paulson, and Bernanke start laughing diabolically while rubbing folded hands. After this the scene fades to black, and the curtain falls. Quickly the stage crew removes the hardwood table from the scene and replaces it with a beach setting. The date is now September 15th, 2008, the Monday after the last scene has concluded. The curtain rises and the stage lights come to strength to focus on a man laying on the beach near the ocean. The scene continues to unfold and the audience sees the man sitting under an umbrella with a Corona on a small table next to him. The man then reaches to the table and pulls out his blackberry to review the day's news and his phone rings before he has a chance to begin reading.]
O'Neil: Hello? Stan O'Neal here. Yeah I was just about to read the news on my blackberry now. Wait they did what!? Uh huh, Uh huh, Yeah, they must have gotten to Lewis too! I can't believe those guys; they have their hands in everything! So it was Paulson and Bernanke huh? Wait what? Bush!? That's great! What about Washington Mutual and Lehman? What?!? Lehman is Done? Wow. They let it fall huh, I can't believe it, so Wamu is going to be part of Chase? When does that take place? September 26th? That Dimon, he's too smart for his own good sometimes, his mom really did teach that kid to listen and do as he was told. Bear Stearns and now Washington Mutual...[pauses] Wow. [Pauses again] That place is going to be a juggernaut!
Stan O'Neil Ex-Merrill Lynch CEO
See I told you this would happen. What do you mean I didn't know it would be this bad? Come on, you gotta be kidding me! Where do you get off saying I didn't know? Do you not remember that I tried to sell Merrill almost a year ago to maximize shareholder value! I would have gotten it done too if it wasn't for those three pushing the board to oust me! I've always wondered if they did it so they could move John Thain in. Yeah you too? Uh Huh. Tell me about it! If the board would have just told them no and trusted me we could have gotten out of that disaster at just over $63 dollars a share! So what did Thain get? No! You gotta be kidding me! $12 a share! I feel bad for Ken Lewis, he was the only one that had the cash huh? [The waves continue to lap softly in to the beach, the lights dim, and the curtain drops, Lewis's phone call fades into the sound of the crashing waves and the rest is what you call history.]