It's not just Goldman -- it's the clients
What the SEC's surprising charges reveal about Wall Street's games and a famed hedge fund manager.
By Heidi N. Moore for The Big Money
Can money be made on Wall Street without manipulation? These days, if you believe it can, you're in lonely company.
Take the remarkable example of the Securities and Exchange Commission's case announced today against Goldman Sachs (GS). While Goldman headlines are as rare as air molecules, the Securities and Exchange Commission nonetheless got everyone's attention with this one: "SEC Charges Goldman Sachs With Fraud in Structuring and Marketing of CDO Tied to Subprime Mortgages."
Here's what the SEC alleged: that Goldman Sachs helped create a type of security based on subprime mortgages that was designed to fail, and didn't tell investors the details in any of the documents it used to sell the thing. That's a big offense. Here's how it worked:
A giant hedge fund that was a big Goldman client paid Goldman to create the security, one of several that bore the name Abacus. The hedge fund picked out the contracts on bad mortgages it wanted in there.
Then the hedge fund bought insurance against Abacus in case it failed -- which, of course, the hedge fund must have known it would, because the hedge fund created it. Goldman Sachs then sold the hedge fund insurance against Abacus in the form of credit-default swaps.
The hedge fund paid Goldman rich fees of $15 million for the alleged deal, a good bargain considering the hedge fund made $1 billion on those credit-default swaps, according to the SEC. Investors, however, took it on the chin. Abacus just kept failing and losing money: Goldman's deal closed in April 2007, and by January 2008, 99% of the subprime mortgages it contained had been downgraded.
That's a pretty interesting case of gaming the system -- and a very big deal. Goldman is the biggest fish on Wall Street, and the SEC has cast a strong line to hook it.
The other big fish
But wait. By focusing on Goldman, the SEC completely buried the lead: Paulson & Co. was the giant hedge fund that allegedly created and shorted the toxic mortgage bundles.
If the SEC's complaint holds up, that's even bigger news than Goldman's problems. You'll remember Paulson & Co. from absolutely everywhere on TV, in newspapers, and the media, in which the fund has been referred to exclusively in heroic terms for being among the first to see and bet against the subprime crash. The fund, run by John Paulson, made more money than anyone else on the subprime housing crash -- the funds were up about $15 billion in 2007, The Wall Street Journal reported at the time. Paulson himself profited richly, with around $3.7 billion in personal profit.
Paulson & Co. has grown to $29 billion under management, and a Canadian firm even created a special product allowing regular investors like you and me to make the same bets Paulson makes.
Yet the SEC is implying that Paulson didn't just see subprime mortgages crashing and place his bets; he allegedly gamed the system, lumping bunches of contracts on toxic subprime mortgages together in order to bet against them and then keeping his involvement secret with the help of his bankers. Readers of Gregory Zuckerman's immaculately reported book, "The Greatest Trade Ever," won't be surprised: On page 179, Zuckerman describes Paulson's extensive meetings with banks including Goldman, Bear Stearns and Deutsche Bank to "ask if they could create CDOs that Paulson & Co. could essentially bet against."
Ironically, it was Bear Stearns that rejected the offer: "(Bear Stearns trader Scott Eichel) worried that Paulson would want especially ugly mortgages for the CDOs, like a bettor asking a football owner to bench a star quarterback to improve the odds of his wager against the team . . . he felt it would be improper." Eichel told Zuckerman, "It didn't pass our ethics standards; it was a reputation issue, and it didn't pass our moral compass."
The link to AIG
But here's the real blockbuster. Abacus wasn't just any old mortgage-backed security. It was one of a toxic group that nearly brought down insurance giant AIG, as The New York Times pointed out in December. Goldman Sachs sold credit-default swaps to Paulson, according to the SEC. That left Goldman holding the risk on Abacus.
According to a nice breakdown by The Wall Street Journal this week, here's how Goldman handled it: "Goldman bought credit-default swaps from AIG to hedge the securities firm's positions in some of the (Abacus) pools. When many subprime borrowers began defaulting on their loans in 2007 and 2008, the Abacus CDOs dropped in value, and AIG had to post billions of dollars in cash collateral to Goldman."
The Goldman/AIG/Abacus information is old news by now. The SEC's allegation that it was Paulson behind this process is what changes the game.
If the SEC is correct, Goldman Sachs conspiracy theorists missed the mark in one major thing: Goldman wasn't the one creating these securities to short them and then peddling them to funds like Paulson. The point of origin was far deeper. It was the clients who were issuing orders to Goldman Sachs to create these toxic securities -- designing them with every failing mortgage. Goldman Sachs structured Paulson's Abacus deal in April 2007, the SEC says. (Goldman's official statement on the matter is: "The SEC’s charges are completely unfounded in law and fact and we will vigorously contest them and defend the firm and its reputation.")
On June 14 of 2007, the Bear Stearns subprime hedge funds collapsed. On June 30, Michael Burry of Scion Capital -- who was also betting against subprime -- couldn't reach his brokers at Goldman Sachs. He sensed their panic. They told him that while the subprime market collapsed, "the market for insuring them hadn't budged," according to Michael Lewis's book "The Big Short." What was going on at the time, Lewis explains, is that Goldman's own hedge funds took giant subprime losses and the firm had "rapidly turned from betting on the subprime mortgage market to betting against it."
In short, before June 2007 -- when Goldman was helping to create Abacus -- Goldman still had bet the subprime market would survive and lost a lot of money in the mistaken apprehension.
The broader game
Another point the conspiracy theorists, from Matt Taibbi on, missed and kept missing despite all the evidence: Goldman wasn't the only one who did these kinds of deals. Deutsche Bank and Goldman both agreed to work with Paulson, who ended up making $5 billion worth of bets, according to Zuckerman's book.
For that matter, neither was Paulson the only hedge fund to do this: "A few other hedge funds also worked with banks to create CDOs of their own that these funds could short - so Paulson wasn't doing anything new," Zuckerman wrote.
That's why the SEC's allegations are a real watershed in our understanding of the financial crisis. Instead of the crisis being a story about dastardly banks (although it may be that, too), it is really a story of how far banks will go to prostitute themselves for big clients. They will do for big clients what they won't do for the little guy: Burry details the various evasions of his banks to Lewis, all of which were taking place while Goldman slavishly served its own balance sheet and reputation on a platter to John Paulson. And, after all, Goldman Sachs suffered the subprime losses in its Global Alpha hedge fund and eventually had to forgive those Abacus contracts with AIG. But John Paulson got to keep all his money.
What is also amazing about the SEC's case is that it comes from . . . the SEC. The beleaguered SEC, which has been criticized in Congress and the financial press for sleeping on the job. But here the agency appears to have filled in a big piece of the crisis puzzle -- not just any piece, but the missing link that allows us a window into who may have been really in charge.
SEC chair Mary Schapiro scored a big victory, particularly after much public criticism that her SEC would be too soft and too slow. As stunning as it is to hear this news about Goldman, in these times of rampant regulatory capture it is just as surprising to find an example of a regulator actually . . . regulating.
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