Too Big to Fail

  As Paulson went around the room doing a postmortem on Bear, he stopped at David Nason. Nason, the thirty-eight-year-old assistant secretary for financial institutions, had joined Treasury in 2005 and was its resident policy-making brain. A Republican and free-market champion, Nason had been warning at these meetings for months about the possibility of another Bear Stearns–like run on one or more banks. He and other Treasury officials had come to recognize that Wall Street’s broker-dealer model—in which banks could count on ever-dependable overnight financing by other investors—was by definition a tinderbox. Bear had taught them how quickly a bank could crumble; in an industry whose lifeblood was simply the confidence of other investors, it could wane quickly at the hint of a problem. But however perilous the overall situation, Nason remained dead set against bailouts, a concept he couldn’t abide.

  Instead, Nason told the group that Treasury had to concentrate its efforts on two fronts: obtaining the authority to put an investment bank through an organized bankruptcy, one that wouldn’t spook the markets, and more immediately, urging the banks to raise more money. In the previous six months, U.S. and European banks—including Citigroup, Merrill Lynch, and Morgan Stanley—had managed to bring in some $80 billion in new capital, often by selling their stakes to state-run investment funds—known as “sovereign wealth funds”—in China, Singapore, and the Persian Gulf. But it clearly wasn’t enough, and the banks had already been forced to tap the investors with the deepest pockets.

  With the Bear Stearns situation seemingly behind them, Paulson focused his attention this morning on what he thought would be the next trouble spot: Lehman Brothers. Investors may have been mesmerized by Erin Callan’s performance at the earnings conference call, but Paulson knew better. “They may be insolvent, too,” he calmly told the room. He was worried not only about how they were valuing their assets, which struck him as wildly optimistic, but about their failure to raise any capital—not a cent. Paulson suspected that Fuld had been foolishly resisting doing so because he was hesitant to dilute the firm’s shares, including the more than 2 million shares he personally held.

  Paulson’s analysis of Lehman had been heavily colored by Goldman Sachs’ commonly held view of the firm during his time there: It didn’t have the same level of class or talent. While Paulson had at least once referred to Lehman as “a bunch of thugs” when he was at Goldman, he did nonetheless respect its hard-driving culture, admiring how aggressively Lehman bankers hustled. And they were loyal, almost to a fault; it was a tight-knit group that reminded him of Goldman’s partnership.

  Still, there was something about Fuld that made him nervous. He was a risk taker—recklessly so, in Paulson’s view. “He’s like a cat; he’s had nine lives,” he said at one staff meeting. Paulson believed that his old Goldman colleague, Bob Rubin, had unwittingly bailed out Fuld in early 1995 when, as Treasury secretary, he provided aid to Mexico during its peso crisis. Lehman had wagered a fortune on the direction of the Mexican peso without hedging that bet, and it had gotten it wrong. Paulson remembered the moment well—and told his staff about it—because of accusations at the time that Rubin had actually organized the international bailout in an effort to save Goldman Sachs.

  Fairly or not, Paulson lumped Fuld in with what he saw as the rear guard on Wall Street, financiers like Ken Langone and David Komansky, the type who were habitual power-lunchers at Manhattan’s San Pietro restaurant and were friends of Richard Grasso, a symbol of excess. Paulson had been a member of the New York Stock Exchange’s Human Resources and Compensation Committee that had approved a $190 million payday for Grasso, the NYSE chairman. Fuld had been on that committee as well; Langone had been its chairman. After the uproar over the size of Grasso’s compensation package, Paulson wanted him out. In his view, Grasso hadn’t been just greedy; he had been deceitful. Eliot Spitzer, the New York attorney general, then at the top of his game, soon became involved in the matter, suing both Grasso and Langone. It was in the resulting battle that Paulson came to dislike Grasso’s cronies, who seemed all too ready to throw Paulson under a bus if it suited their purposes.

  But as secretary of the Treasury, he was obliged to be a diplomat, and as such, needed to maintain good relationships with all the Wall Street CEOs. They would be huge assets, his eyes and ears on the markets. If he needed “deal flow,” he preferred to get it directly from them, and not from some unconnected Treasury lifer whose job it was to figure these things out.

  About a month after he settled into the job, in the summer of 2006, Paulson called Fuld, whom he reached playing golf with a friend in Sun Valley, where he had a home. Fuld had just teed off on the 7th hole, a par 5, dogleg left, when he heard his cell ringing. Although mobile phones weren’t allowed on the course, he picked up anyway, and no one protested.

  “I know this call may be a little unusual,” Paulson began. “You and I have been trying to kill each other for years.”

  Fuld laughed, flattered by Paulson’s acknowledgment of him as a worthy opponent.

  “I’d like to be able to call you from time to time,” Paulson continued, “to talk markets, deals, competition; to find out what your concerns are.”

  Fuld was pleased by the gesture and told him as much.

  After that conversation they talked to each other regularly. Indeed, Paulson came to rely heavily on Fuld for market intelligence, and, in turn, shared his own views about the markets, which Fuld regarded as the official read. Almost to his surprise—given how much he had vilified the man when he was Goldman’s CEO—Paulson found Fuld to be engaging and impressively hands-on. Although he still didn’t completely trust him, he knew he could work with him.

  But in the current market climate, the past few calls had been particularly tricky, and the next one would be especially so.

  As Paulson’s morning meeting came to an end, he handed out a number of assignments to his staffers, one of which was urging Neel Kashkari and Phil Swagel to hurry up and finish a draft of an apocalyptic white paper they had been working on about how the government should think about saving the financial system if it started melting down.

  As everyone began to leave, the Treasury secretary stopped Bob Steel and pulled him aside to discuss the special assignment he had given to himself. “I’m going to lean on Dick,” he announced.

  An hour later his assistant, Christal West, had Dick Fuld on line one.

  “Dick,” Paulson said cheerily, “how are you?”

  Fuld, who had been in his office waiting for the phone call, answered, “Holding up.”

  They had checked in with each other a handful of times over the past week since the Bear deal, but they hadn’t discussed anything substantial. This morning’s call was different. They talked about the fluctuations in the market and Lehman’s stock. All the banks were suffering, but Lehman’s share price was being hammered the most, down more than 40 percent for the year. More worrisome was that the shorts were smelling blood, meaning that the short position—the bet that Lehman’s stock had much further to fall—was swelling, accounting for more than 9 percent of all Lehman shares. Fuld had been trying to convince Paulson to have Christopher Cox, chairman of the SEC, get the short-sellers to stop trashing his firm.

  Paulson was not unsympathetic to Fuld’s position, but he wanted an update on Lehman’s plans to raise capital. Fuld had already been hearing from some of his top investors that this would be a wise course of action, especially while things were still relatively positive for the firm in the press.

  “It would be a real show of strength,” Paulson said, hoping to persuade him.

  To Paulson’s surprise, Fuld said he agreed and had already been thinking about it. Some of his bondholders had been pressing him to raise money on the back of the firm’s positive earnings report.

  “We’re thinking about reaching out to Warren Buffett,” Fuld replied. That had been a carefully considered remark; Fuld knew that Paulson was a friend of the legendary Omaha investor. Although Buffett had a public disdain for
investment bankers in general, for years he had used Goldman’s Chicago office for some of his business, and Paulson and Buffett had become friends.

  An investment by Buffett was the financial world’s equivalent of a Good Housekeeping Seal of Approval. The markets would love it. “You should pitch him,” Paulson said, relieved that Fuld was finally taking action in that direction.

  Yes, Fuld agreed. But he had a favor to ask. “Could you say something to Warren?”

  Paulson hesitated, reflecting that it probably wasn’t a particularly good idea for a Treasury secretary to be brokering deals on Wall Street. The situation could only be complicated by the fact that Buffett was a Goldman client.

  “Let me think about it, Dick, and get back to you,” Paulson said.

  On March 28, Warren Buffett, the legendary value investor, sat in his office at Berkshire Hathaway’s Omaha headquarters, working at the plain wooden desk that his father had once used, waiting for Dick Fuld’s call. A day earlier, the call had been arranged by Hugh “Skip” McGee, a Lehman banker, who had reached out to David L. Sokol, chairman of Berkshire Hathaway–owned MidAmerican Energy Holdings. (Buffett receives such pitch calls almost daily, so he regarded this one as a fairly routine matter.)

  He didn’t know Fuld well, having met him on only a few occasions; the last time they had been together, he had been seated between Fuld and Paul Volcker, the former chairman of the Federal Reserve, at a Treasury dinner in Washington in 2007. Wearing one of his trademark off-the-rack, no-fuss suits and tortoise-rimmed glasses, Buffett had been making the rounds when he had managed to spill a glass of red wine all over Fuld just before dessert arrived. The world’s second-richest man (after Bill Gates) turned crimson as the dinner guests—a group that included Jeffrey Immelt of General Electric, Jamie Dimon of JPMorgan Chase, and former Treasury secretary Robert Rubin—looked on politely. Fuld had tried to laugh the spill off, but the wine had landed directly in his lap. The two hadn’t seen each other since.

  When Debbie Wasniak, Buffett’s longtime assistant, announced that Dick Fuld was on the line, Buffett set down his Diet Cherry Coke and reached for the receiver.

  “Warren, it’s Dick. How are you? I’ve got Erin Callan, my CFO, on with me.”

  “Hi there,” Buffett greeted him in his dependably affable manner.

  “As I think you know, we’re looking to raise some money. Our stock’s been killed. It’s a huge opportunity. The market doesn’t understand our story,” Fuld said, before launching into his sales pitch. He explained that Lehman was looking for an investment of $3 billion to $5 billion. After some back and forth, Buffett made a quick proposal: He indicated he might be interested in investing in preferred shares with a dividend of 9 percent and warrants to buy shares of Lehman at $40. Lehman’s stock had closed at $37.87 that Friday.

  It was an aggressive offer by the Oracle of Omaha. A 9 percent dividend was a very expensive proposition—if Buffett made a $4 billion investment, for example, he’d be due $360 million a year in interest—but that was the cost of “renting” Buffett’s name. Still, Buffett said, he needed to do some due diligence before committing to even those terms. “Let me run some numbers and I’ll get back to you,” he told Fuld before hanging up.

  In Omaha, Buffett had already begun doing a little soul searching, uncertain if he could even bring himself to put his money into an investment bank again. In 1991 he had rescued Salomon Brothers when the storied New York investment house was on the brink, but he quickly realized then that he couldn’t bear the culture of Wall Street. If he now came to Lehman’s assistance, the world would be scrutinizing his participation, and he was well aware that not only would his money be on the line, but his reputation as well.

  Even though Buffett had often traded in the market using hedges and derivatives, he despised the trader ethos and the lucrative paydays that enriched people he thought were neither particularly intelligent or created much value. He always remembered how unnerved he had been after paying out $900 million in bonuses at Salomon, and was especially stunned when John Gutfreund, the firm’s chairman, had demanded $35 million merely to walk away from the mess he had created. “They took the money and ran,” he once said. “It was just so apparent that the whole thing was being run for the employees. The investment bankers didn’t make any money, but they felt they were the aristocracy. And they hated the traders, partly because the traders made the money and therefore had more muscle.” Buffett decided to hunker down that evening at his office and pick apart Lehman’s 2007 annual report. After getting himself another Diet Cherry Coke, he began to read Lehman’s 10-K, its annual report, when the phone rang; it was Hank Paulson. This seems orchestrated.

  Paulson began as if it were a social call, knowing all too well that he was walking a fine line between acting as a regulator and a deal maker. Nonetheless, he quickly moved the discussion to the Lehman Brothers situation. “If you were to come in, your name alone would be very reassuring to the market,” he said, careful not to push his friend too far. At the same time, in his roundabout way, he made it clear that he wasn’t about to vouch for Lehman’s books—after all, for years Buffett had heard him, as a top executive at Goldman, rail against other firms he thought had been too aggressive in both their investments and their bookkeeping.

  After years of friendship, Buffett was familiar with Paulson’s code: He was a hard-charging type, and if he wanted something badly enough, he would say so directly. He could tell now that Paulson wasn’t pressing too hard. The two promised to stay in touch and then bid each good-night.

  Buffett returned to his examination of Lehman’s 10-K. Whenever he had a concern about a particular figure or issue, he noted the page number on the front of the report. Less than an hour into his reading, the cover of the report was filled with dozens of scribbled page citations. Here was an obvious red flag, for Buffett had a simple rule: He couldn’t invest in a firm in which he had so many questions, even if there were purported answers. He called it a night, resolved that he was unlikely to invest.

  On Saturday morning, when Fuld called back, there quickly seemed to be a problem separate and apart from Buffett’s concerns. Fuld and Callan were under the impression that Buffett had asked for a 9 percent dividend and warrants “up 40”—meaning that the strike price of the warrants would be 40 percent more than their current value. Buffett, of course, thought he had articulated that the strike price of the warrants would be at $40 a share, just a couple dollars from where they were now. For a moment, they were all talking past each other as if they were Abbott and Costello performing “Who’s on First?” Clearly, there had been a miscommunication, and Buffett thought it was just as well. The talks ended.

  Back at his desk in New York, an annoyed Fuld told Callan that he considered Buffett’s offer to be preposterously expensive and that they should seek investments from other investors.

  By Monday morning, Fuld had managed to raise $4 billion of convertible preferred stock with a 7.25 percent interest rate and a 32 percent conversion premium from a group of big investment funds that already had a stake in Lehman. It was a much better deal for Lehman than what Buffett was offering, but it hardly came with the confidence an investment from him would have inspired.

  Later that morning, Fuld called Buffett to inform him of the success of his fund-raising effort. Buffett congratulated him but privately wondered whether Fuld had used his name to help raise the money.

  Although he never brought the subject up, Buffett found it curious that Fuld never mentioned what he imagined was an important piece of news that had crossed the tape over the weekend: “Lehman hit by $355 million fraud.” Lehman had been swindled out of $355 million by two employees at Marubeni Bank in Japan, who had apparently used forged documents and imposters to carry out their crimes.

  Once again it reminded Buffett of his experience at Salomon—this time when John Gutfreund and Salomon’s legal team hadn’t told him that the firm was involved in a massive auction bid-rigging scandal of Trea
sury bills, a scandal that nearly took down the firm.

  You just can’t trust people like that.

  CHAPTER THREE

  On the evening of Wednesday, April 2, 2008, an agitated Timothy F. Geithner took the escalator down to the main concourse of Washington’s Reagan National Airport. He had just arrived on the US Airways shuttle from New York, and his driver, who normally waited outside of security for him, was nowhere to be found.

  “Where the fuck is he?” Geithner snapped at his chief aide, Calvin Mitchell, who had flown down with him.

  Geithner, the youthful president of the New York Federal Reserve, seldom exhibited stress, but he was certainly feeling it at the moment. It had been less than three weeks since he had stitched together the last-second deal that pulled Bear Stearns back from the brink of insolvency, and tomorrow morning he would have to explain his actions, and himself, to the Senate Banking Committee—and to the world—for the very first time. Everything needed to go perfectly.

  “Nobody’s picking up,” Mitchell moaned as he punched the buttons of his cell phone, trying to reach the driver.

  The Federal Reserve usually sent a special secure car for Geithner, who by now had grown accustomed to living inside the bubble of the world’s largest bank. His life was planned down to the minute, which suited his punctual, fastidious, and highly programmed personality. He had flown to the capital the night before the hearing precisely out of concern that something like this—a hiccup with his driver—would happen.

  On the flight down he had studied the script he had been tinkering with all week. There was one point he wanted to make absolutely clear, and he reviewed the relevant passage again and again. Bear Stearns, to his thinking, wasn’t just an isolated problem, as everyone seemed to be suggesting. As unpopular as it might be to state aloud, he intended to stress the fact that Bear Stearns—with its high leverage, virtually daily reliance on funding from others simply to stay in business, and interlocking trades with hundreds of other institutions—was a symptom of a much larger problem confronting the nation’s financial system.