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Another Goldman SNAFU: GS Upgrades The Stock Of Erste Bank, Even As It Is The Lead Underwriter Of An "In Progress" Rights Offering

Tyler Durden's picture




 

Those brave or stupid enough to venture to the website of Austrian financial cadaver Erste bank (the one European bank with possibly the most exposure to Central and Eastern Europe and an associated assortment of perfectly unviable, massively overextended crediting over the past 5 years), will be greeted with this jolly announcement: "For educated realists only."

As it turns out, the "educated realists" universe is confined only to individuals from Austria, the Czech Republic and Romania, and represents a Rights Offering which is supposed to raise €1.65 Billion via an offering of 19% of the stock (i.e., massive dilution), in order to replenish the firm's depleted capital base. The bank is fully aware that as the credit tsunami in Europe unravels from the IMF's and Germany's attempts to continue postponing it, it would be faced with massive losses, so, as expected, it is taking advantage of a capital raising window to fool not too bright investors into purchasing its stock at stratospherically high levels. Surprisingly, a feature of this particular Rights Offering, is that instead of being offered at a traditional discount to a given price, in the way most R.O.'s are conducted, this one would get done at market prices, and specifically, the final transaction price, which is currently unknown, would be made public "on or about 17 November 2009" by Erste and its Joint Bookrunners. While the price is capped by a theoretical ceiling of €32, this is a price that is well below its 52 week high, which it appears it may hit again today, courtesy of the key Joint Bookrunner.... Goldman Sachs.

Enter Goldman Sachs (you were expecting?)

A casual glance at the cover of the prospectus, and you will already know how this story ends:

So let's recap: on October 29, Erste, with Goldman as main underwriter and advisor, announces it is offering 60 million shares of stock at what are essentially market prices, with the final price determined by the stock's action during the period from the announcement and November 17th. It is of course in Goldman's best interest to get the deal done as close to the cap as possible, as its underwriting fee is a function of the total value raised. On October 29, it seemed that a closing price anywhere close to the cap would be impossible, but then things changed. The chart below shows the diagonal upward move of the stock price since the announcement: 20% dilution be damned, Goldman is running the show and controlling the market.

Indeed, quite an impressive move: from a post-announcement low of €24.50, the stock has moved all the way to €31.15, a 27% ramp on no news: just 20% dilution...and an underwriter.

But just what an underwriter: the kind that will would allegedly breach all ethical and fiduciary gray lines, and on November 6, a mere week after the announcement, come out with a research report stating that it is raising its target stock price on Erste from €30 to €33 (just above the offering cap threshold), with the catalyst being, among other things, the offering itself.

Goldman is raising the target price of a company, for which it still in the process of soliciting stock interest until November 17th (one would imagine some sort of analyst quiet period would be in force, if noting else), only so it can be paid more, as the higher the price the deal is done at, the more money Goldman recoups: a preliminary estimate given by the prospectus on page 65 is that Goldman will end up with the lion's share of roughly €58.6 million (a number that will fluctuate only based on the final deal price). What is truly flagrant, is that Goldman is using this very underwriting whose success is dependant on Goldman's actions, as a catalyst for the stock upgrade. We are fairly confident that this is one of the most unprecedented circular upgrade-cum-underwriting practices that we have yet witnessed. And, of course, no one cares: not the SEC, not the Austrian regulators (assuming Austria even has any), and least of call, not Goldman's clients who buy Erste stock as a result of the upgrade. Because as we all know, the invisible Goldman-generated bid under the stock will be there just long enough to price the offering. After the wire transfer to Goldman for a job well done (we venture to guess about €40 million is the invoice for this clever Goldman-hatched scheme) the game of who can dump the stock the fastest begins truly in earnest.

As for the real price of the stock: check back in one month - we are rather confident Erste shareholders (those who buy today that is) will be in for a very unpleasant surprise. Some may call them "educated realists" ... other may prefer the term "broke."

Full Erste prospectus for your Romanian QIB pleasure.

 

 

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Thu, 11/12/2009 - 14:11 | 128681 cougar_w
cougar_w's picture

Put a sock in it. They're doing God's work.

Hey, are you one of those heretical types? Better not be.

Thu, 11/12/2009 - 14:23 | 128695 Anonymous
Anonymous's picture

I see you've chosen to cast the first stone, are you too without sin?

Thu, 11/12/2009 - 16:48 | 128936 cougar_w
cougar_w's picture

When GS hands out $20B in bonuses at their lavish let-them-eat-cake Christmas party, you tell me that isn't their just reward for all that elemental piety they show all year long. That and all the sacrifices. Don't forget how they sacrifice. You sacrifice like that and they give you $20B, I mean you take the money as an act of humility, on bent knee, singing praises.

[/sarc]

Man. It loses something when you have to turn on the sarcasm light.

cougar

Thu, 11/12/2009 - 16:34 | 128906 lukahnli
lukahnli's picture

They are indeed doing God's Work, here is proof!

http://www.nytimes.com/2009/11/12/business/12goldman.html

See?  So Goldman Sachs actually cares about......stuff.  Look how much money they give away.

"The list of trades is more than 200 pages, single spaced. Goldman, it seems, invests like no other, even for its own charity."

"Given the firm’s anticipated profits and supersize bonuses, which have touched off public furor, it is no surprise that Goldman said recently it would increase its charitable giving. It has set aside $200 million to nearly double the size of its main foundation."

"Goldman has looked for other ways to encourage giving. After Mr. Whitehead challenged the firm to do more, it created a donor-advised fund that it hoped would reach $1 billion over a few years. The fund allows the firm’s 400 partners to put aside money for the charities of their choice. The donor receives a taxable deduction when making the contribution, though he can choose the recipients later and give the money away over time."

 

What outstanding Journalism....

Thu, 11/12/2009 - 18:30 | 129081 Anonymous
Anonymous's picture

LOL I just clicked the comments to say the same thing.

Over in one.

Thu, 11/12/2009 - 22:45 | 129277 Careless Whisper
Careless Whisper's picture

a free zero t-shirt to the first person who can find a hospital named after a goldmansach ceo. anyone? anyone?

 

Thu, 11/12/2009 - 22:49 | 129318 Careless Whisper
Careless Whisper's picture

come on it can't be that hard, they are "a force for good". anyone? anyone?

look at the competition -- "Morgan Stanley Children's Hospital"

http://childrensnyp.org/mschony/

 

 

Thu, 11/12/2009 - 14:14 | 128683 economessed
economessed's picture

Laws apply only to people and organizations who are not wealthy enough to have them changed or ignored.

Thu, 11/12/2009 - 14:14 | 128686 chet
chet's picture

I wonder how anyone at the SEC has any self respect left.  I imagine a bunch of mealy-mouthed little men in bow-ties who get beat up by their wives.

Must be tough to look in a mirror.

Thu, 11/12/2009 - 17:06 | 128960 Anonymous
Anonymous's picture

What is the SEC suppose to do exactly?

Goldman didnt violate any US securities laws. Rule 144A allows you to avoid the gun jumping rules under Section 5 because the sale goes to QIB's that have at least 100m under management.

Annnd this is being offered on a foreign exchange I assume, so unless the Erste Bank is trading somewhere in the United States they are covered by that as well...

This seems like a dick move but...perfectly legal...

Thu, 11/12/2009 - 14:22 | 128692 Anonymous
Anonymous's picture

A novel approach to pump and dump. Pretty cool. GS has all the bases covered: they control the offering, the price-setting mechanism and even the price setting itself. The Lord apparently giveth to Goldman but never taketh away.

Thu, 11/12/2009 - 14:36 | 128714 Anonymous
Anonymous's picture

Pump and Dump is right. The underwriting fees aren't even enough to pay for a group junket to enjoy boy love at Phuket; the real money is in soaking the stupid Europeans on the pump and dump.

Thu, 11/12/2009 - 14:26 | 128700 koaj
koaj's picture

damn you blasphemer

Thu, 11/12/2009 - 14:31 | 128707 Anonymous
Anonymous's picture

It must be encouraging, upon attaining a sufficient level of political connectivity, to have one's perversions officially sanctioned, or, is that 'blessed'.

Leadership. Morals. What's my cut?

Thu, 11/12/2009 - 17:03 | 128956 cougar_w
cougar_w's picture

[what's my cut] You are allowed to self-flagellate 100 lashes, and declare Bk. Please enjoy your reward for not being as politicaly connected.

Thu, 11/12/2009 - 14:39 | 128720 Anonymous
Anonymous's picture

Well, maybe is usefull for you to know about an interesting cosmetisation: Erste transfers Romanian Commercial Bank(the largest Romanian bank) to an austrian ltd. Probably, the move was necessary in order to minimise the capital requirements. More info you can find here: http://www.mediafax.ro/english/erste-transfers-romanian-bcr-to-austrian-...

Thu, 11/12/2009 - 14:40 | 128724 Anonymous
Anonymous's picture

Well, maybe is usefull for you to know about an interesting cosmetisation: Erste transfers Romanian Commercial Bank(the largest Romanian bank) to an austrian ltd. Probably, the move was necessary in order to minimise the capital requirements. More info you can find here: http://www.mediafax.ro/english/erste-transfers-romanian-bcr-to-austrian-...

Thu, 11/12/2009 - 14:43 | 128727 Steak
Steak's picture

Gee, upgrading something because one has the capacity to pull levers that make it go higher, even if those machinations are a part of a broader ponzi economy...where have I heard this one before?

“Profit and earning ratios are starting to get to the point where buying stocks is a potentially good deal,” Mr. Obama said, “if you’ve got a long-term perspective on it.”  3-3-2009
http://thecaucus.blogs.nytimes.com/2009/03/03/obama-says-he-isnt-focused-on-stock-market-gyrations/ 

See if the President does it, its not a crime.  So why on earth would the SEC investigate/prosecute Goldman for doing the same thing?

The moral of the story is that GS is not a criminal enterprise committing crimes, that would suggest our society is oriented against such things.  No, GS is just another cog in our broader Kleptocracy where the President is leading by example.

Thu, 11/12/2009 - 14:43 | 128728 Racer
Racer's picture

Godman Suckers going to get 100% success rate trading this month you think?

Thu, 11/12/2009 - 14:49 | 128738 Anonymous
Anonymous's picture

Without ZH and Taylor, I would have mistaken GS with GOD.
Typically, Institutions in India stop covering a stock if they involved in any activities with stock.

Thu, 11/12/2009 - 14:55 | 128748 Anonymous
Anonymous's picture

I do hope they find themselves smote. In a purely biblical sense, obviously.

Thu, 11/12/2009 - 15:06 | 128773 Anonymous
Anonymous's picture

Ok....here it is....

Just what is the REAL issue....?

Offering effective and possible alternatives
to the current status quo....

So the question is....if one could wave a majic wand....

exactly what would one do to correct what is wrong

with the current system....and just how does "todays" system

compare and contrast to that of the recent past ?

...........................

Open invitation....

Exactly brick by brick ....what would one do ?

Thu, 11/12/2009 - 15:11 | 128780 deadhead
deadhead's picture

I'm sure this type of story and research has already been covered thoroughly by America's trusted business news source at General Electric.  I don't mean to be rude TD, but did you pilfer some of their typical, common, ordinary, and everyday run of the mill reporting of this nature?  I'm sure that I must have seen it posted on their website already.....

Like I've said from day one, I only ask for an invite to the Pulitzer ceremony so I can watch you phucks accept the prize with those groucho marx mustachioed fake glasses on.

 

Thu, 11/12/2009 - 17:09 | 128963 cougar_w
cougar_w's picture

[groucho marx mustachioed fake glasses]

You think, but by then everyone will be wearing 'em.

Thu, 11/12/2009 - 15:17 | 128791 Anonymous
Anonymous's picture

10 to one they will short the stock sometime soon.

Thu, 11/12/2009 - 15:44 | 128824 Anonymous
Anonymous's picture

and so whats the news here? GS and Obama cronies feed on these kind of theiveries on a daily basis...

American people CHOOSE their leader, corrupt/numb/souless/iodets people electing their look alike....SPY to 10000....1 Peso = 100000000000000000000 Dollar.....Do not make the fence cos its gonna be road to south very soon...

Thu, 11/12/2009 - 16:24 | 128901 Anonymous
Anonymous's picture

http://www.youtube.com/watch?v=9xvwhHOK8Rk

doing God's work over at the squid.

Thu, 11/12/2009 - 16:31 | 128909 Cognitive Dissonance
Cognitive Dissonance's picture

They don't even bother to try and hide it anymore.

For national security reasons, the only thing that counts is pumping back up the latest leaking or deflated balloon. If some participants happen to make a little extra jingle for their jeans, well, it'll all get worked out in the end.

After all, if America doesn't remain strong, who'll bring truth, justice and the American way to all those dark corners on earth? If you're in DC, better bring a high powered flashlight because it's mighty dark in that particular corner.

I pledge allegiance to the Banana Republic of the United States of America.

Thu, 11/12/2009 - 19:47 | 129151 Anonymous
Anonymous's picture

Who does this exactly hurt in the United States?
QIB who should be smart enough not to buy this and everyone else involved are foreigners...

How does this affect average Americans? As far as I can tell on this particular deal only foreigners get screwed -- the average American just get a little bit of the pie thanks to whatever taxes GS and JPM pay on their gains.

Thu, 11/12/2009 - 20:54 | 129208 Cognitive Dissonance
Cognitive Dissonance's picture

This is what I love about American moral behaviour and ethics. Anything goes as long as it's foreigners or the other guy who's getting screwed.

Fri, 11/13/2009 - 00:14 | 129373 Anonymous
Anonymous's picture

Why should America police other countries capital markets?

Thu, 11/12/2009 - 16:53 | 128946 Jim in MN
Jim in MN's picture

OK, now what's this breaking over at Bloomberg?

http://www.bloomberg.com/apps/news?pid=20602007&sid=aUG7hb_rcTGU

Goldman Pays Junior-Ranking CDOs Before ‘Junk’ Senior Classes

Goldman is marking YOU zero, dude, even if you're a senior creditor!

Thu, 11/12/2009 - 17:47 | 129013 Fritz
Fritz's picture

You can take the Squid out of the Bucket Shop...

...but you can't take the Bucket Shop out of the Squid.

Thu, 11/12/2009 - 21:59 | 129270 Anonymous
Anonymous's picture

Look at the runup on RHB today. from 23.42 to 25.21 and the offering priced tonight at 24.

BofA Merrill Lynch and J.P. Morgan Securities Inc. are serving as joint book-running managers for the offering, and Deutsche Bank Securities, RBC Capital Markets and Morgan Keegan & Company, Inc. are serving as co-managers.

Mon, 11/16/2009 - 04:36 | 131573 Anonymous
Anonymous's picture

The "Austrian financial cadaver Erste bank" made (large) profits even during the financial crisis.
Most of its business is done with real people within the EU.
Eastern Europe will not collapse - bevore that happens it will happen to California.

Erste's stock price climbed very steep this year - it might stagnate or sink, dependig on world-economy and investor behavior but most of the new stock will go to a spanish bank (Criteria Caixa).

> not the Austrian regulators (assuming Austria even has any)
Austria is not a 3th world country.
You should do more research and less polemic.

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