Chris Whalen On The Zombie IPO: Is American International Group the "Blood Doll" of Wall Street?

Tyler Durden's picture

Zombie IPO: Is American International Group the "Blood Doll" of Wall Street?
The Institutional Risk Analyst
January 25, 2011

"It was against this background of
exploding prices and a multiplying issue of national and local currency
that the fourth London conference provided the curtain raiser to 1923,
the year of the wheelbarrow."

Adam Fergusson
When Money Dies
(1975) London: William Kimber & Co. Ltd.

"The sixth phase of the depression began with the
inauguration of the New Deal. The rest of the world turned to recovery
in July, 1932, and only the United States marched in the opposite
direction with the election of 1932. If the New Dealers had carried on
our policies instead of deliberately wrecking them and then trying to
make America over into a collectivist system, we should have made
complete recovery in eighteen months after 1932, as did all the dozen
other nations with a free economy. We continued in the sixth phase of
the depression until war intervened in 1941."

Herbert Hoover
The Great Depression
(1952) New York: Macmillan

In this issue of The Institutional Risk Analyst, we return to the zombie dance party to check in on the queen of the prom, American International Group ("AIG").
First a question: Vampires are all the rage now in popular culture, so
allow us to offer a macabre metaphor for AIG. Do you know what a "blood
doll" is? A girl who craves to be the regular victim of or willing donor
to a vampire. But hold that thought.

This week in The IRA Advisory Service, we report on our latest channel research and reaffirm the outlook on Bank of America ("BAC"/Q3 2010 Stress Rating: "C") and CapitalOne Financial ("COF"/Q3 2010 Stress Rating: "C").
We also talk about our forward outlook for revenue and earnings for the
US banking industry in 2011. For more information, please visit our
Advisory Service
home page.

In one of his most recent
Pickin Nits blog posts
IRA CEO Dennis Santiago describes some of the factors impacting our
forward analysis, both in terms of aggregate industry data and his
observations from the banking channel on the west coast. Suffice to say
that while the inhabitants of Washington & Wall Street see economic
recovery and blue skies ahead, this built on the shaky foundation of
zero interest rates, the view from Main Street is falling asset prices,
financial restructuring and fiscal constraint.

Last week saw a number of important developments in Washington. General Electric CEO Jeffrey Immelt and Bill Daley were appointed as economic advisor and chief of staff at the White House, respectively, a move that signals the mutation of Barack Obama from Euro-socialist to center-right Republican. Think of the betrayal of conservative values by Richard Nixon in reverse and you've got the scale of the political transformation now underway at 1600 Pennsylvania Avenue.

With President Obama taking orders directly from former JPMorgan ("JPM"/Q3 2010 Stress Rating: "C") investment banker and Chicago fixer Bill Daley, there seems little reason for Treasury Secretary Timothy Geithner
to remain at Treasury as the guardian of Wall Street. In historical
terms, Geithner is the third protector of the big banks at Treasury
after Hank Paulson (2006-2008) and Robert Rubin (1995-1999). Part of the duty of protector, to be fair, was also carried out by Bill "NYSE" Donaldson (2003-2005) and Chris "XBRL" Cox (2005-2009) during their respective tenures as SEC Chairmen.

With the announcement that JPM banker Bill Daley, the youngest son of the late Mayor John Daley,
would become White House concierge, having Geithner at Treasury now
seems like overkill in terms of protecting the largest banks' political
interests. Perhaps that is why Geithner is so focused on selling the
remaining stakes in various parastatal entities acquired under his

The Treasury just announced an offering to sell
part of its stake in AIG, the troubled insurance giant that has been
propped up at public expense since the Fed under Geithner bailed out Goldman Sachs ("GS"/Q3 2010 Stress Rating: "A+"), Deutsche Bank ("DB"/Q3 2010 Stress Rating: "A")
and a number of other OTC derivatives dealers who were habitually
sucking the insurers blood. News reports indicate that AIG chose
BAC, DB, GS, and JPM to manage the sale of the government's 92 percent
stake in the insurer -- many of the same firms that caused AIG's

Following our suggestion of over a year ago, Treasury Secretary Tim Geithner has finally taken the Federal Reserve Bank of New York
out of its involuntary equity stake in AIG. Indeed, Treasury is
disposing of stakes in zombie companies at a brisk clip, including Ally Financial (Q3 2010 Stress Rating: "A+") and Citigroup ("C"/Q3 2010 Stress Rating: "C").
We applaud Secretary Geithner's industry; selling these public stakes
in private firms is precisely the right policy, but it would have been
better had the investments not occurred at all.

Geithner apparently now intends to offload the
government's position in AIG onto the public, declare success and ride
off into the sunset -- and hopefully back to the private sector. But the
real question is whether or not there is anything left at AIG for
public investors to buy. After selling most of the prime assets to repay
the Fed and Treasury, AIG still looks insolvent to us. In fact, given
that the most problematic liabilities of AIG were not reduced at all by
the asset sales to date, the financial viability of AIG is arguably less
certain than ever before.

A report published over the Christmas holiday by Bloomberg News,
"AIG Didn't Report $18.7 Billion of Guarantees, Pennsylvania Regulator Says,"
illustrates the scale of the fraud and malfeasance seemingly still running rife at the government-owned AIG: "National Union Fire Insurance Co. ("NUFIC") of Pittsburgh and American Home Assurance Co.,
which issued the guarantees to bolster other AIG units, had contingent
liabilities tied to the promises of $157 billion on Dec. 31, 2008,
compared with the $138.3 billion disclosed at the time, Robert Pratter,
the state's acting insurance commissioner, said today in a report. AIG
was instructed by the regulator to limit or end its intra-group
guarantees, according to the report," Bloomberg News reports. You always read the holiday news clips.

The regulatory order to end intra-group
guarantees by the insurance units of AIG is the key factoid for
investors who want to understand the value proposition here. For years,
AIG has used what seems to be a Ponzi scheme of credit-default swaps,
side letters and overt reinsurance claims to generate revenue, but all
the while concealing the true nature of the total liabilities facing the
company. See our earlier comment:
("AIG: Before Credit Default Swaps, There Was Reinsurance,"
April 2, 2009)

While the AIG guarantees on mortgage securities issued by firms such as AMBAC Financial Group (See "An A.I.G. Lesson From Wisconsin," Reuters,
3/25/10) might be sufficient by themselves to kill the company, the
internal guarantees between American Home Assurance ("AHA") and other
units of AIG are far larger. AIG takes the position that these
guarantees, which are visible in the statutory reporting for the
regulated insurers, are unlikely to be paid out, but the scale of the
portfolio and the lack of reserves supporting it beg the question. AHA
has issued unconditional guarantees to other units covering "all present
and future liabilities of any kind" And here's the best part: the shell
parent company of the AIG group is the guarantor for AHA. The snake
eats its own tail in public, yet the banksters have no problem finding
sufficient numbers of credulous investors to subscribe to an offering of

Likewise NUFIC has issued unconditional
guarantees of performance to affiliated companies within AIG. Again, the
AIG parent company is the guarantor for these obligations by NUFIC. The
guarantees include $21 billion in obligations issued by American
International Assurance (Bermuda) and $6 billion in potential claims
exposure written by American International Life Assurance (New York).
The total capital surplus backing these potential claims is $2 billion.
In all, NUFIC has issued $40 billion unconditional guarantees of
performance backed by just $6 billion in capital surplus. Did we mention
that NUFIC has over a $1 billion of its meager capital surplus tied up
in real estate partnerships with other AIG companies?

Next Question: Quiet Periods and the Securities Act of 1933

aside the financial condition of AIG for a moment, let's now consider
the spectacle of the Treasury draining AIG of assets to repay the
bailout funds and then selling what remains to the investing public in a
share offering. In his zealous advocacy of the financial interest of
the American people, Geithner makes a lie of his previous sworn
protestations that he is not an investment banker. Oh, our boy Timothy
is a master of the universe all right, a regular Jedi warriror, but one
who serves the Dark Side. And like his peers at GS and JPM, skirting a
few securities laws along the way to cashing in at the great casino
called Wall Street is not a problem.

Apparently Geithner is so excited about the AIG
stock offering that he commanded his direct reports at the Treasury to
put on a full-court press in the media, demanding positive press stories
about AIG. Yet despite his intensity and supposed intellect, Geithner
remains ignorant of many aspects of finance and law that bear directly
on his responsibilities as chief fiscal officer of the US, especially
when it comes to selling stock in zombie banks and other companies.
Whether the beneficiary of the share sale is a private individual or the
US Treasury matters not, according to the lawyers we consulted.

First and foremost, somebody needs to gently
remind Secretary Geithner that he and the members of the Treasury staff
are subject to the Securities Act of 1933 just like everyone else. Now
that Treasury has announced its intention to sell shares in AIG and
other companies, making any statements about AIG and/or its financial
condition, or encouraging members of the media to write positive stories
about the company, appears to be a violation of the law. And yet thus
is precisely what has been going on for at least a month, according to
several news organizations contacted by The IRA.

Jake Siewart, counselor to the Treasury Secretary
since June 2009, apparently has been communicating with members of the
media and the public regarding the offering of AIG shares. Since the
decision to sell the shares was made well before the holidays,
the communications of Siewart regarding the AIG offering, including both
verbal and email communications to members of the media, are arguably a
willful violation of the 1933 Act.

We contacted AIG yesterday and asked whether they
were aware that employees of the Treasury are contacting members of the
public and also the media regarding the upcoming sale of stock in AIG.
We asked if such contacts were not a violation of the Securities Act of
1933 and FINRA regulations. We reminded them that sellers of securities
are prohibited from making any statements regarding the offering except
via a written prospectus. Also, none of the personnel at Treasury who
have been making these solicitations regarding the AIG equity offering
are registered with FINRA.

AIG officials did not reply directly to written
questions from The IRA seeking comment on the activities of Treasury
officials. About an hour after we sent our email to AIG, however, we
heard from several senior lawyers from the Treasury. They assured us
that all Treasury officials were aware of the law and the specific
requirements regarding a public offering of securities.

When we asked, hypothetically you understand, whether Tim Geithner calling Arthur Sulzberger or other senior managers at the New York Times
and demanding favorable coverage of AIG in front of an offering would
be a violation of the law, they reiterated that all Treasury officials
are doing their utmost to comply with the securities laws. We are
delighted to hear it. But still, we understand from several members of
the media that Siewart, the former and last press secretary for
President Bill Clinton, has been offering to arrange
interviews with AIG management and senior Treasury officials. Again, if
these allegations are true, Mr. Siewart's actions look an awful lot like
conditioning the market in advance of a securities offering.

The recent Goldman Sachs fiasco involving FaceBook,
where those special masters of the universe did not seem to understand
that doing a private placement for a prominent internet company is
pretty nigh impossible, the Treasury's handling of the sale of shares in
AIG and other zombie companies seems to confirm that none of these
people know their business -- or care. In both cases, the elementary
legal requirements of executing a public offering of securities in the
US seems to have escaped the notice of the responsible adults at the
Treasury and GS. Does anyone at the White House know or give a damn?

Next time that Timothy Geithner testifies under
oath that he is not an investment banker, don't you believe him.
Secretary Geithner is showing all of the guile and duplicity needed to
become a very successful bankster when he leaves the Treasury. The AIG
IPO will leave enough value on the table to attract the flies to the
sugar, but the ultimate fate of AIG as a going concern will be somebody
else's problem.

Yesterday's closing price for AIG was $43, but
the close at the start of 2008 at the post-split equivalent price was
over $1,400. Got that? Some value creation, eh? There is little
uncertainty on the "true" current value, notes one former AIG official.
The value could be quite high, if AIG were run proficiently or sold in
an orderly manner -- after a restructuring, he offers.

But AIG now is appropriately a $43 stock because
it is badly run, with political rather than economic goals. Our guess is
that the real value of the ongoing business is about $30, after
franchise damage and recent asset stripping. But as discussed above,
that theoretical $30 is the net of $40 worth of assets with $10 in
excess liabilities. Again, Geithner's refusal to restructure AIG, as
with the zombie banks, simply kicks the can down the road. The market
understands that politicos and hacks led by Secretary Geithner are at
this moment parsing the $40 and will gladly sell it for less than half,
in order to declare victory. That's apparently the reason for Hank Greenberg's recent protest in the Wall Street Journal.

Which brings us back to the concept of the "blood
doll," the source of subsidy for the real zombie banks of Wall Street.
As we discribed in 2009, AIG was the blood doll of GS, DB, et al. The
firm was not a move-mover, but a chump, run by and for the largest New
York dealers banks who suggested strategies and trades. And now we see
that AIG was kept alive not to save the global financial system from
meltdown, but rather as as a future blood doll for those bankers
prescient enough to own senior Fed and Treasury officials. Some of the
same banks that caused the collapse of AIG and the subsequent looting of
the Fed are now acting as underwriters in an offering that nobody
should touch. But no one says a word, either in Washington or on Wall
Street, because in both venues the truth is a matter of perspective.

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Hephasteus's picture

Initial Premeditated Offering

Misean's picture

Jedi are not on the Dark Side, Sith lords are...sheesh.

And Timmah! is not offloading AIG onto the public. He offloaded AIG's toxic sludge ONTO the public, and is now passing the tasty bits to his masters at a steep discount...

Caviar Emptor's picture

I'm leaning more toward Frankenstein's Monster resurrected from the dead than a vampire blood doll for AIG's logo.

The resurrector-in-chief can get on the tube on IPO day with a lab coat and a 2 day stubble and scream: "Vee Haff Deezgovered Ze Zeekret To Lyfe Itzelff!!!"

spekulatn's picture

Great stuff Mr. Whalen.

RobotTrader's picture

AIG is now almost assured to rocket up from here.

Just like Whalen's "C" - rated financials like COF and JPM have gone vertical the last 2 months.

scaleindependent's picture

Whalen has more dough than you, and what is more important, more integrity.

Sudden Debt's picture

I won't touch AIG even if they put a gun to my head.


topcallingtroll's picture

Ya...great stuff. I thought regulators were more aware of the cross guarantee game after the oracle of omaha played it with general re and got wrist slapped.

ebworthen's picture

What if AIG were in a tight scuba suit for the sake of the GS and other Wall Street squid?

Aside:  Did you see Obama dis Timmy AGAIN tonight at the SOTU?  Phew!  Completely ignored him beyond being face to face and avoiding eye contact and a handshake or inadvertent touch.

midtowng's picture

You're going to quote Hoover on how to avoid a Depression? Seriously?

rcwhalen's picture

Just remember that our ratings are not about stock prices.  We have 30k+ thousand retail customers whose main concern is safety and soundness.  I tell my clients to buy the A's for income and stability, the large cap "Cs" like JPM and C are for trading only.  Note the high betas of the latter.  And I actually like COF a lot but there is a small matter of revenue...

rcwhalen's picture

Thanks for the comments.  Here is your bedtime reading.  Quiz next week:

A New Deal for the 21st Century:
Less Entitlement, More Accountability

Chris Whalen


I am a Man I am Forty's picture

you should do a blood doll piece on fannie and freddie

b_thunder's picture

Big Thank You to Mr. Whalen for a must-read piece.  Gets right to the point without resorting to thousands of numbers, formulas and spreadhseets.

Is anybody at the White House listening?   You think the NorthCom  will save your a$$es?


michigan independant's picture

Thanks, when they get done chopping the rest up nothing else matters.

"General Electric CEO Jeffrey Immelt and Bill Daley were appointed as economic advisor"

Since I work Corporate they still eat there own...

trustee's picture

Has Chris Whalen ever been right about anything? .............Didn't think so...

Manbearpig's picture

Not disputing the substance of his argument, but one nitpick: how does he get that the post-split equivalent at the beginning of '08 was $1400? Given the market capitalization at $41 is roughly $28B, that would imply the market value at the beginning of '08 was almost $900B, no?