The takeover of Bear Stearns by JP Morgan Chase got a little sweeter for Bear Stearns shareholders when Morgan upped the price to $10/share from the first offer of $2/share. The initial bid ran into opposition from Bear Stearns (BSC) shareholders, most of whom are still losing a great deal of money. (As of one year ago, BSC Was trading at about $150 share.)
Well, so what? You say. Well, here’s the rub. The Fed (via the taxpayers of course) will still continue to guarantee the $29 billion in BSC mortgage paper. In effect the taxpayers will continue to subsidize the “stupid penalty”. The stupid penalty is a necessary component of any financial transaction. It keeps firms and individuals honest and forces lenders and investors to closely measure the risk inherent in any financial transaction.
Now as the Wall Street Journal points out in another fine editorial, Morgan has every right to increase their bid and BSC has every right to reject the initial bid and take their chances.
Last week’s Fed-led sale of Bear at least had the virtue of sending a message that bad things happen to reckless investors. Bear took a highly leveraged flyer on the mortgage securities market, ran into a liquidity crisis as its creditors lost confidence, and had to ask the Fed for help to avoid bankruptcy. The $2 sale price was a shock to Bear employees and investors. But it was also condign market punishment for bad decisions, and a bracing lesson for future investors. Meanwhile, the Fed’s more troubling agreement to guarantee Bear’s mortgage paper could at least be justified in the name of avoiding a larger financial breakdown.
This week there’s no such “systemic” excuse. The Fed has since opened its discount window to broker-dealers like Lehman and Goldman Sachs, so there’s now a fire wall around any Bear Stearns failure. The credit markets have also calmed considerably.
If Bear holders don’t like the $2 price, they have every right to oppose it while taking their chances with customers and creditors. If Mr. Dimon wants to pay more for Bear, that’s also his prerogative, but then he shouldn’t demand that the Fed continue to guarantee his paper. He’s getting Bear at such a great price that he ought to accept the mortgage-backed securities risk almost as a public service. We suspect that’s what the J.P. Morgan of the Panic of 1907 would have done.
The Fed argues that it did negotiate somewhat better terms for its guarantee. J.P. Morgan agreed to take the risk for the first $1 billion in losses on that $30 billion in mortgage paper, while the Fed will reap any upside if it improves in value. Yet taxpayers are still on the hook for $29 billion. A guts player at the Fed or Treasury would have declared that a deal is a deal, and that if the merger failed then the Fed also had prerogatives — such as declaring that the $30 billion in collateral would be forfeit.
Worse, the Fed and Treasury missed an opportunity to drop the taxpayer guarantee and explain that its actions last week were an extraordinary, one-time intervention in a crisis. By keeping itself and taxpayers on the hook, the Fed risks setting a long-term precedent that will do considerable harm even if it never loses a dime of that $30 billion. That includes harm to the Fed itself, as the institution becomes increasingly seen not as an independent central bank but as a political arm of the Treasury — and, watch out down the road, of Congress. The price of this Fed intervention may well be far more regulation of our financial markets, not to mention a reduction in Fed independence.
The immediate political message is also terribly damaging. Congress is already poised to overreact to the mortgage turmoil with a general bailout for subprime borrowers, and yesterday’s actions will only feed that beast. At least the $2 share price wasn’t a bailout for Bear shareholders; at $10 a share, that’s a harder argument to sell, especially when taxpayers are also still indemnifying those Bear-J.P. Morgan creditors. This makes us wonder if Treasury Secretary Hank Paulson isn’t already preparing to cave to Congress on the larger bailout.
As they like to say on Wall Street, the goal is to leave you with only your socks and a smile. New York Fed President Tim Geithner and Mr. Paulson were the main government decision-makers in dealing with Mr. Dimon, so we recommend they each buy raincoats. They’ll need something to wear when they and this bad deal for taxpayers get undressed a second time on Capitol Hill.
Frankly, this deal stinks for taxpayers. As much as I personally dislike government bailouts of anything, I can accept “one-off” deals in the spirit that it’s for the greater good. To shift the “stupid penalty” to taxpayers for ongoing transactions stinks. If the revamped takeover doesn’t work, it will be the taxpayers on the hook. Not JP Morgan Chase.