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	<title>Comments on: Merrill: $5.7 Billion in 3Q Writedowns, to Sell $8.5 Billion in Shares (Uglier Updated Version)</title>
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		<title>By: mxq</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12247</link>
		<dc:creator>mxq</dc:creator>
		<pubDate>Tue, 29 Jul 2008 19:25:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12247</guid>
		<description>cramer brought up an interesting point:&lt;br/&gt;&lt;br/&gt;&quot;Lone Star owns Accredited Home Lending, which was formerly the 10th-largest subprime issuer, so it has some assumptions and some knowledge. It certainly wasn&#039;t pantsed. That means we now have a legit benchmark that could get this stuff off the sheets of all of these firms. &quot;</description>
		<content:encoded><![CDATA[<p>cramer brought up an interesting point:</p>
<p>&#8220;Lone Star owns Accredited Home Lending, which was formerly the 10th-largest subprime issuer, so it has some assumptions and some knowledge. It certainly wasn&#8217;t pantsed. That means we now have a legit benchmark that could get this stuff off the sheets of all of these firms. &#8220;</p>
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		<title>By: Jonathan Bernstein</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12227</link>
		<dc:creator>Jonathan Bernstein</dc:creator>
		<pubDate>Tue, 29 Jul 2008 13:05:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12227</guid>
		<description>Three small points that don&#039;t seem to have been addressed, above.&lt;br/&gt;&lt;br/&gt;First: since this paper is valued at 22c on the dollar, presumably at least some pieces are paying interest. I would bet big money that Lone Star is receiving (unless and until more pieces of the paper default) more money on the debt it purchased, than it is paying Merrill to own it through the seller financing, month by month. Merrill is paying Lone Star to take the debt off its hands and Lone Star is benefitting from positive carry.&lt;br/&gt;&lt;br/&gt;2. As I read the press release, it only mentioned super-senior debt. Does MER hold any junior debt of RMBS or equity tranches still? If the super-senior debt is valued at 22c on the dollar, how do they value EQUITY tranches for crying out loud?&lt;br/&gt;&lt;br/&gt;3. On the other hand MER does mention credit enhancements by monolines and &quot;highly rated entities.&quot; Perhaps MER is calling this paper &quot;super-senior&quot; by virtue of credit &quot;enhancement,&quot; while it might actually hold junior rank within its respective capital structures? Then it&#039;s possible that what we are really seeing, is MER scrambling to get the debt off its books before the unmentioned monolines finally get their inevitable downgrades and are forced into runoff mode.</description>
		<content:encoded><![CDATA[<p>Three small points that don&#8217;t seem to have been addressed, above.</p>
<p>First: since this paper is valued at 22c on the dollar, presumably at least some pieces are paying interest. I would bet big money that Lone Star is receiving (unless and until more pieces of the paper default) more money on the debt it purchased, than it is paying Merrill to own it through the seller financing, month by month. Merrill is paying Lone Star to take the debt off its hands and Lone Star is benefitting from positive carry.</p>
<p>2. As I read the press release, it only mentioned super-senior debt. Does MER hold any junior debt of RMBS or equity tranches still? If the super-senior debt is valued at 22c on the dollar, how do they value EQUITY tranches for crying out loud?</p>
<p>3. On the other hand MER does mention credit enhancements by monolines and &#8220;highly rated entities.&#8221; Perhaps MER is calling this paper &#8220;super-senior&#8221; by virtue of credit &#8220;enhancement,&#8221; while it might actually hold junior rank within its respective capital structures? Then it&#8217;s possible that what we are really seeing, is MER scrambling to get the debt off its books before the unmentioned monolines finally get their inevitable downgrades and are forced into runoff mode.</p>
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		<title>By: Harshal Patel</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12224</link>
		<dc:creator>Harshal Patel</dc:creator>
		<pubDate>Tue, 29 Jul 2008 12:26:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12224</guid>
		<description>&quot;When Temasek invested $4.4 billion in December, the terms of the deal were that if MER raised any common equity at a price of less than $48, it would reimburse Temasek for the difference between the new offering price and $48. Assuming this deal occurs at $23, that means MER will pay $2.5 billion (of the $8.5 bn it is raising) to Temasek. Stated differently, it also implies that Temasek is buying 150 million new shares of MER ($3.4 bn/$23), and will be paying about $6-$7 for those shares, if you net out MER&#039;s payment to Temasek.&quot;&lt;br/&gt;&lt;br/&gt;I think the math is wrong on this blog post.&lt;br/&gt;&lt;br/&gt;The difference between $48/share and $23/share is $25/share. So under the previous agreement MER should be paying Temasek $25/share for 150million shares right?</description>
		<content:encoded><![CDATA[<p>&#8220;When Temasek invested $4.4 billion in December, the terms of the deal were that if MER raised any common equity at a price of less than $48, it would reimburse Temasek for the difference between the new offering price and $48. Assuming this deal occurs at $23, that means MER will pay $2.5 billion (of the $8.5 bn it is raising) to Temasek. Stated differently, it also implies that Temasek is buying 150 million new shares of MER ($3.4 bn/$23), and will be paying about $6-$7 for those shares, if you net out MER&#8217;s payment to Temasek.&#8221;</p>
<p>I think the math is wrong on this blog post.</p>
<p>The difference between $48/share and $23/share is $25/share. So under the previous agreement MER should be paying Temasek $25/share for 150million shares right?</p>
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		<title>By: Skeptical</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12220</link>
		<dc:creator>Skeptical</dc:creator>
		<pubDate>Tue, 29 Jul 2008 10:57:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12220</guid>
		<description>Every other large i-bank on Wall Street is holding billions of super-senior CDO tranches - or being strong-armed to buy them back as they promised to make a market in them to all of their pension fund and municipal investors, not to mention sovereign wealth funds.  It is a travesty that the SEC is focusing on short-selling, the State AGs have been left to deal with auction-rate securities (helllllooooo US Attorneys...oh right, they&#039;re all Federalist Society-types), and no regulator is forcing the large i-banks to recognize these losses.  The markets cannot recover while average investors have no faith in balance sheets.&lt;br/&gt;&lt;br/&gt;And yes, Fannie&#039;s and Freddie&#039;s limits were raised to allow them to buy jumbo mortgages.  It is really like a fun-house.&lt;br/&gt;&lt;br/&gt;Can someone explain who thinks it is a good idea to prolong the misery this way?  I feel as though Cox must be interviewing his way through the big three (Goldman, Morgan Stanley, JPM) and then when he lands a job for 2009, will maybe focus on the markets again.  Alas.</description>
		<content:encoded><![CDATA[<p>Every other large i-bank on Wall Street is holding billions of super-senior CDO tranches &#8211; or being strong-armed to buy them back as they promised to make a market in them to all of their pension fund and municipal investors, not to mention sovereign wealth funds.  It is a travesty that the SEC is focusing on short-selling, the State AGs have been left to deal with auction-rate securities (helllllooooo US Attorneys&#8230;oh right, they&#8217;re all Federalist Society-types), and no regulator is forcing the large i-banks to recognize these losses.  The markets cannot recover while average investors have no faith in balance sheets.</p>
<p>And yes, Fannie&#8217;s and Freddie&#8217;s limits were raised to allow them to buy jumbo mortgages.  It is really like a fun-house.</p>
<p>Can someone explain who thinks it is a good idea to prolong the misery this way?  I feel as though Cox must be interviewing his way through the big three (Goldman, Morgan Stanley, JPM) and then when he lands a job for 2009, will maybe focus on the markets again.  Alas.</p>
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		<title>By: Anonymous</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12204</link>
		<dc:creator>Anonymous</dc:creator>
		<pubDate>Tue, 29 Jul 2008 06:04:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12204</guid>
		<description>You know these vehicles are (over) leveraged or interconnected. It&#039;s going to be like a bowling ball going down the lane and taking out all the pins.</description>
		<content:encoded><![CDATA[<p>You know these vehicles are (over) leveraged or interconnected. It&#8217;s going to be like a bowling ball going down the lane and taking out all the pins.</p>
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		<title>By: Dave</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12202</link>
		<dc:creator>Dave</dc:creator>
		<pubDate>Tue, 29 Jul 2008 05:44:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12202</guid>
		<description>Oh, one other thing...&lt;br/&gt;&lt;br/&gt;That $17.73 tangible book value per share is under the somewhat absurd assumption that the remaining assets are valued properly (which they&#039;re undoubtedly not).  For example, one could make the argument (as others already have) that the write-down of the sold CDOs isn&#039;t done because of the manner of the sale.  Also, I don&#039;t know how big of a deferred tax asset MER has booked (under the assumption that the company will earn enough to utilize it).  So, aside from the remaining Level III assets, there&#039;s a lot of potential monkey business in the tangible equity calculation.</description>
		<content:encoded><![CDATA[<p>Oh, one other thing&#8230;</p>
<p>That $17.73 tangible book value per share is under the somewhat absurd assumption that the remaining assets are valued properly (which they&#8217;re undoubtedly not).  For example, one could make the argument (as others already have) that the write-down of the sold CDOs isn&#8217;t done because of the manner of the sale.  Also, I don&#8217;t know how big of a deferred tax asset MER has booked (under the assumption that the company will earn enough to utilize it).  So, aside from the remaining Level III assets, there&#8217;s a lot of potential monkey business in the tangible equity calculation.</p>
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		<title>By: Dave</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12201</link>
		<dc:creator>Dave</dc:creator>
		<pubDate>Tue, 29 Jul 2008 05:33:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12201</guid>
		<description>I&#039;m gonna take a stab at some numbers here.&lt;br/&gt;&lt;br/&gt;At 6/30 MER had $16.1 bil in tangible equity, $16.34 in tangible equity per share, and a 1.55% ratio of tangible equity to tangible assets. (Yowsa!!)&lt;br/&gt;&lt;br/&gt;So, pro-forma tangible equity (post-offering and write-downs) should approximate (in billions):&lt;br/&gt;&lt;br/&gt;$16.1 + 8.5 (stock offering) + 3.5 (sale of Financial Data Services) + 4.43 (sale of Bloomberg stake) - 5.7 (new write downs) - 2.5 (payment to Temasek) = $24.33 billion&lt;br/&gt;&lt;br/&gt;(I didn&#039;t apply taxes to the asset sales because MER has plenty of NOLs to use up at this point.)&lt;br/&gt;&lt;br/&gt;Shares outstanding, assuming a $22 offer price, are 985.4 mil + 386.5 mil = 1.372 bil shares &lt;br/&gt;&lt;br/&gt;So, after the dust settles, tangible equity per share actually increases to $17.73/share, and tangible equity to tangible assets increases to between 2.5%-3.0% (depending on how much balance sheet shrinkage takes place), so leverage declines materially.&lt;br/&gt;&lt;br/&gt;So, MER is clearly better off after all of these machinations, BUT... the biggest issue is the pricing of the equity offering.  Are people willing to pay $22/share after this write-down debacle and what should be a pretty substantial loss of trust (both in MER and the financial group in general)?  We&#039;ll see.  But I can see a bullish case being spun here (not that I&#039;m buying it, of course.)</description>
		<content:encoded><![CDATA[<p>I&#8217;m gonna take a stab at some numbers here.</p>
<p>At 6/30 MER had $16.1 bil in tangible equity, $16.34 in tangible equity per share, and a 1.55% ratio of tangible equity to tangible assets. (Yowsa!!)</p>
<p>So, pro-forma tangible equity (post-offering and write-downs) should approximate (in billions):</p>
<p>$16.1 + 8.5 (stock offering) + 3.5 (sale of Financial Data Services) + 4.43 (sale of Bloomberg stake) &#8211; 5.7 (new write downs) &#8211; 2.5 (payment to Temasek) = $24.33 billion</p>
<p>(I didn&#8217;t apply taxes to the asset sales because MER has plenty of NOLs to use up at this point.)</p>
<p>Shares outstanding, assuming a $22 offer price, are 985.4 mil + 386.5 mil = 1.372 bil shares </p>
<p>So, after the dust settles, tangible equity per share actually increases to $17.73/share, and tangible equity to tangible assets increases to between 2.5%-3.0% (depending on how much balance sheet shrinkage takes place), so leverage declines materially.</p>
<p>So, MER is clearly better off after all of these machinations, BUT&#8230; the biggest issue is the pricing of the equity offering.  Are people willing to pay $22/share after this write-down debacle and what should be a pretty substantial loss of trust (both in MER and the financial group in general)?  We&#8217;ll see.  But I can see a bullish case being spun here (not that I&#8217;m buying it, of course.)</p>
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		<title>By: Anonymous</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12200</link>
		<dc:creator>Anonymous</dc:creator>
		<pubDate>Tue, 29 Jul 2008 04:57:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12200</guid>
		<description>To paraphrase the old joke about the railroad car of onions, someone forgot to tell the brokers and banks that CDO&#039;s are for selling not for holding. &lt;br/&gt;  Or how about all of those simple minded &quot;old fashion people&quot; who paid outlandish prices for tulip bulbs once upon a time. At least they got a pretty flower &lt;br/&gt;&lt;br/&gt;Satyajit Das saw it coming why no one else?</description>
		<content:encoded><![CDATA[<p>To paraphrase the old joke about the railroad car of onions, someone forgot to tell the brokers and banks that CDO&#8217;s are for selling not for holding. <br />  Or how about all of those simple minded &#8220;old fashion people&#8221; who paid outlandish prices for tulip bulbs once upon a time. At least they got a pretty flower </p>
<p>Satyajit Das saw it coming why no one else?</p>
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		<title>By: Stuart</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12197</link>
		<dc:creator>Stuart</dc:creator>
		<pubDate>Tue, 29 Jul 2008 04:20:00 +0000</pubDate>
		<guid isPermaLink="false">http://www.nakedcapitalism.com/2008/07/merrill-57-billion-in-3q-writedowns-to-sell-85-billion-in-shares-uglier-updated-version/#comment-12197</guid>
		<description>good comment I came across over at the tickerforum.&lt;br/&gt;&lt;br/&gt;&quot;An absolute disaster for MER (and other financials) on a few fronts:&lt;br/&gt;&lt;br/&gt;1) The vintages inside these &quot;sold&quot; CDOs are 2005 and earlier. These are performing on orders of magnitude better than the 2006 &amp; 2007 vintages. I can assure you that CDOs with 06 &amp; 07 vintages are uniformly zeros if they are RMBS laden.&lt;br/&gt;&lt;br/&gt;2) The &quot;sale&quot; is nothing of the sort. MER basically sold a call to Lone Star on the CDO. The recourse of the loan is limited to the CDOs only... in other words, Lone Star can &quot;walk away&quot; from the deal if losses in the CDO ramp up another $1.5 billion or so from current projections. In this event, MER would take back the CDO for what must be booked as a total loss (an additional $4 + writedown).&lt;br/&gt;&lt;br/&gt;3) It&#039;s getting mighty tough to insist that these CDOs be marked to model when sales are taking place. &lt;br/&gt;&lt;br/&gt;4) Investors can begin to look at the CDO inventory, broadly subtract out 80%+ haircuts and do their own valuations. The conclusion you reach is that the brokers are all insolvent as are a good many of the major money center banks. This could well start a run that will ruin many big names.&lt;br/&gt;&quot;</description>
		<content:encoded><![CDATA[<p>good comment I came across over at the tickerforum.</p>
<p>&quot;An absolute disaster for MER (and other financials) on a few fronts:</p>
<p>1) The vintages inside these &quot;sold&quot; CDOs are 2005 and earlier. These are performing on orders of magnitude better than the 2006 &amp; 2007 vintages. I can assure you that CDOs with 06 &amp; 07 vintages are uniformly zeros if they are RMBS laden.</p>
<p>2) The &quot;sale&quot; is nothing of the sort. MER basically sold a call to Lone Star on the CDO. The recourse of the loan is limited to the CDOs only&#8230; in other words, Lone Star can &quot;walk away&quot; from the deal if losses in the CDO ramp up another $1.5 billion or so from current projections. In this event, MER would take back the CDO for what must be booked as a total loss (an additional $4 + writedown).</p>
<p>3) It&#39;s getting mighty tough to insist that these CDOs be marked to model when sales are taking place. </p>
<p>4) Investors can begin to look at the CDO inventory, broadly subtract out 80%+ haircuts and do their own valuations. The conclusion you reach is that the brokers are all insolvent as are a good many of the major money center banks. This could well start a run that will ruin many big names.<br />&quot;</p>
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		<title>By: Anonymous</title>
		<link>http://www.nakedcapitalism.com/2008/07/merrill57-billion-in-writedowns-for.html#comment-12196</link>
		<dc:creator>Anonymous</dc:creator>
		<pubDate>Tue, 29 Jul 2008 03:49:00 +0000</pubDate>
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		<description>Hey guys. MER is insolvent. Get it....?&lt;br/&gt;&lt;br/&gt;There&#039;s nothing there, only negative value.  Pull out the calculators, it all adds up to less than nothing.&lt;br/&gt;&lt;br/&gt;Econolicious</description>
		<content:encoded><![CDATA[<p>Hey guys. MER is insolvent. Get it&#8230;.?</p>
<p>There&#8217;s nothing there, only negative value.  Pull out the calculators, it all adds up to less than nothing.</p>
<p>Econolicious</p>
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