It may be cheap, but is it a Goode value?
See it here (PDF). He goes through his model of how the bond insurers will lose money.
Disclosure: I have no connection to Ackman and I have no positions in the bond insurers, although I am long BRK-B, which has recently started a competing bond insurer.
In response to a reader comment on my prediction of financial Armageddon for 2008, I have another, more optimistic prediction. As I said before, I am not a fan of predictions per se. It is, however, useful to outline possibilities. This possibility is more likely than financial Armageddon. As you can surmise from my title, I do not believe the economy will be all roses and sunshine this year.
What everyone seems to ignore is that recession is necessary from time to time. Mal-investment must be corrected. Profligate spenders must be chastened. The economy has invested too much capital into housing and it needs to reinvest that capital into other sectors. Unfortunately, that will cause pain. But to try like the Fed to avoid the pain will only delay it and worsen it. That is exactly what happened in 2001 as the Fed cut rates drastically to avoid pain from the stock market crash. The easy money went into housing and caused the current problems.
February: Lenders and counterparties give up on ACA Capital Holdings, the smallest and weakest monoline bond insurer. It declares bankruptcy. The bailout of the other bond insurers succeeds, barely. Ambac (ABK: $1.33 +14.66%, market cap: $381.5M), and MBIA (MBI: $4.05 +2.02%, market cap: $1.107B) survive in run-off mode. New competitors such as Berkshire Hathaway’s (BRK-A: $116700.00 -1.66%, market cap: $180.7B) subsidiary take over 100% of the municipal-bond insurance market. Harry Macklowe loses much of his real estate empire when he fails to refinance his short term debt. Rents decrease in Manhattan for the first time in years.
March: The stock market continues to stagnate.
April: Towards the end of the month, the homebuilders report more huge writedowns. Several see their stocks drop another 80%. One or two small public builders declare bankruptcy. The largest all survive. On a personal note, the author of this blog sells his house, which he had owned for almost four years, for a 20% loss.
May: Losses to banks from the failure of ACA alone top $20 billion. Bank stocks continue going down, but losses look like they won’t increase further. House prices in St. Louis are down 25% from their peak. In parts of California, house prices are down over 30%.
June: No bank runs, surprisingly.
July: Numerous small companies declare bankruptcy. The default rate on junk bonds approaches an annualized 7% for the year.
August: By this time house prices have fallen over 40% in California from their peak prices. The worst seems over, although house prices will stagnate for the next four years at least.
September: Mortgage insurers Radian (RDN: $1.02 +32.47%, market cap: $82.0M) and PMI Group (PMI: $1.48 -6.33%, market cap: $120.2M) are bailed out by banks and vulture investors, and none of the mortgage insurers declare bankruptcy. The carnage in the financial sector appears to be over.
October: Google’s profit increases 80%. Citigroup continues to flounder after losing several more top executives.
November: Barack Obama or John McCain wins the election. His (and Congress’) plans to help the economy do nothing for the economy while wasting taxpayers’ money.
December: The unemployment rate hits 5% in the US and the country enters a recession.
Disclosure: I am long BRK-A. I think Barack Obama is naive at best (and a corrupt scoundrel at worst; see his land dealings in Chicago) and John McCain is a fool who has no regard for free speech (as shown by McCain-Feingold).
My bearish calls have been pretty accurate over the last couple months. Life is not too good right now if you were an investor in Cellcyte Genetics (OTC BB: CCYG), Noble Roman’s (OTC BB: NROM), or Octillion (OTC BB: OCTL). After having almost doubled since I wrote about it, Cellcyte has now fallen 90%. Noble Roman’s is down over 40% since I first wrote about it. Octillion is down over 60% since I wrote about it.
Home Solutions of America (OTC: HSOA) is down over 80% since I first highlighted questions regarding fraud. Skinns (OTC BB: SKNN) is down 30% since I called its whole business ‘silly‘ while praising the quality of management. My old favorite, Continental Fuels (OTC BB: CFUL), is down 25% since the most recent time I mentioned how overvalued it was.
My recent positive calls have been few and far between. I was positive on TSR Inc. (TSRI: $3.18 -3.64%, market cap: $14.5M) and I still am. It is down only slightly since I wrote about it in mid-December, about in line with the market. Also, my positive call on Tecumsah (TECUA: $32.14 -0.12%, market cap: $593.9M) has been a good call.
While basking in my glory, I should also highlight my painfully bad call on ACA from last August, after which it fell 90%. (I blame this on my call being on video and not in writing.) In my defense, I did say that I did not understand the company enough to invest in it. IDO Security (OTC BB: IDOI) has also been a bad call. Since I wrote about its promotion by junk fax the stock is up over 40%. It will eventually go back down, however.
Disclosure: I am long TSRI and have no other position in any stock mentioned. I have an iron-clad disclosure policy.
I’m not much for predictions (because they are usually bad), but I thought I’d give it a try. Here is how financial Armageddon could come to pass this year. I do not think it will happen, but it is possible.
February: Lenders and counterparties give up on ACA Capital Holdings, the smallest and weakest monoline bond insurer. It declares bankruptcy. The bailout of the other bond insurers fails. Ambac (ABK: $1.33 +14.66%, market cap: $381.5M), already in run-off mode, is downgraded to junk. MBIA (MBI: $4.05 +2.02%, market cap: $1.107B) survives a bit longer. Harry Macklowe loses much of his real estate empire when he fails to refinance his short term debt. Rents decrease in Manhattan for the first time in years.
March: Ambac becomes insolvent. MBIA is downgraded to junk.
April: MBIA declares bankruptcy. Towards the end of the month, the homebuilders report more huge writedowns. Several banks surprise everyone by calling loans on a teetering Standard Pacific Homebuilders (SPF: $3.45 +2.37%, market cap: $251.6M). It declares bankruptcy. Several smaller, private, homebuilders are likewise pushed into bankruptcy by their lenders.
May: Losses to banks from the failure of ACA alone top $20 billion. Analysts estimate that the major banks will have to write down $250 billion as a result of the failure of the other bond insurers. Citigroup’s (C: $16.82 -0.12%, market cap: $88.302B) stock is now down over 50% in the last 6 months alone. The Bank of America (BAC: $22.40 -0.62%, market cap: $99.742B) acquistion of Countrywide Financial (CFC: $0.00 N/A, market cap: $N/A) falls through and Countrywide declares bankruptcy. On a personal note, the author of this blog finally sells his house, which he had owned for almost four years, for a 25% loss. House prices in St. Louis are down 30% from their peak. In parts of California, house prices are down over 50%.
June: Several regional banks based in California are paralyzed by bank runs. They declare bankruptcy. The FDIC estimates that the bailout of their depositors will cost $30 billion.
July: Forgotten by almost everyone, pushed to collapse by banks’ unwillingness to refinance its debt, Chrysler declares bankruptcy. Several small companies join it there.
August: By this time house prices have fallen over 60% in California from their peak prices. It is now impossible to obtain a mortgage with a FICO score below 600, a smaller than 20% down payment, or an income at least four times the mortgage payment (including insurance and taxes).
September: A large insurer reveals write downs due to mortgage-backed security losses equal to its book value. Its stock drops 90% in one day, leading the S&P 500 down 8%. Mortgage insurer Radian (RDN: $1.02 +32.47%, market cap: $82.0M) declares bankruptcy. It is joined in bankruptcy by competitor PMI Group (PMI: $1.48 -6.33%, market cap: $120.2M).
October: Google’s profit increases 70%. Citigroup’s book value is now down 50% over the last two years.
November: Hillary Clinton wins the US election even though 80% of the population hates her. She decides to play the role of Franklin Roosevelt and her policies look to drive the US into a depression.
December: The unemployment rate hits 6% in the US and the country continues a recession that started back in the spring.
Disclosure: I have no position in any stock mentioned above. I hate Hillary Clinton. I am actually not pessimistic enough to believe that much of the above will occur.
We like to think that past profits are a good predictor of future profits, and that past growth is a good predictor of future growth. As “The Level and Persistence of Growth Rates” by Chan, Karceski, & Lakonishok (2003) shows, that is not the case. Growth rates are not persistent. In fact, they appear to be random. In other words, companies with high earnings growth rates have no greater chance of continuing to grow earnings quickly than those with low growth rates. Sales growth rates do tend to persist, but it does no good for the investor if a company such as Pets.com can generate 200% sales growth if it fails to ever make a profit.
There is little indication that anything can really predict which companies will grow earnings at fast rates in the future. Nothing correlates with future earnings growth: not analyst forecasts, not past growth, and not P/E or other valuation metrics. That last thing can be good for us, though—companies we buy with low P/E ratios can turn out to be growth stocks!
Does anything predict future growth? A couple things might—companies with high dividends tend to grow more quickly (if we count the dividend yield as part of growth) than non-dividend paying companies. Also, companies that spend a large portion of revenues on research tend to grow more quickly. I will investigate both of these findings in more detail in the future.
Because of the unpredictability of earnings growth rates, those companies that are priced cheaply are the best investments, while those with high prices (high P/E ratios, high P/BV ratios) are poor investments. If you need more confirmation of this fact, see The Predictability of Stock Returns by Fluck, Malkiel, and Quandt (1997). Unfortunately I could not find a full-text version of their paper available free online.
According to Egan Jones, the 4th largest credit rating agency in the US. Unlike the other rating agencies, Egan Jones is paid by money managers and not by the companies whose bonds it rates. Egan Jones has already downgraded MBIA (MBI: $4.05 +2.02%, market cap: $1.107B) 13 notches below AAA.
Independent studies I have seen indicate that Egan Jones is generally faster and more accurate than S&P, Moody’s, and Fitch. If Egan Jones is right in this case, any planned bailout will fail and the monoline bond insurers will be bankrupt in under a year.
Disclosure: I have no relationship with Egan Jones and no position, long or short, in any bond insurer mentioned, although I do own shares of Berkshire Hathaway, which has recently started a competing bond insurer. I have an iron-clad disclosure policy that has a AAAAA rating (or its equivalent) from Fitch, Moody’s, Egan Jones, S&P, A.M. Best, and The Slovenian Institute for Rating Blog Disclosure Policies.
Performing a DCF analysis is a subject about which I have meant to write for some time. It is the culmination of the search for an objective means of valuing companies based on the total profit they will produce in the future. Various equations exist for calculating a company’s net present value. I will present one of the simpler equations for two reasons: it is easier and it involves fewer assumptions that could be wrong.
For a handy spreadsheet to calculate the present value of future cash flows, given expected growth rates and current cash flows, see this workbook (Excel format).
Performing a DCF analysis is relatively simple. We take the current profit per share (as measured best by free cash flow to equity, FCFE). Free cash flow to equity can be difficult to calculate, so free cash flow (FCF) can be used instead. If you wish to perform a quick and dirty DCF, you can use earnings instead of FCF, but this is generally not a good method.
The standard means for conducting a DCF is to take the present profit per share and then project assumed changes in that profit into the future. We use an interest rate as the discount rate to account for the time value of money (there are many different approaches for selecting the correct discount rate). Therefore, the further in the future a dollar is earned, the less it is worth today. This is because time has value. In the workbook I use 8% as the discount rate. Many people use the rate on the 10-year treasury bond. If you do that, use a long-term average of yields, otherwise your calculations of current value will change drastically over short time periods as the interest rate fluctuates. Also, you should add a risk premium onto the risk-free rate if you use it as the discount rate. A simple and theoretically defensible method would be instead to just use the long-term return on equities as the discount rate, or even the expected return given current valuations (see Rob Arnott’s work on expected returns given valuations). If we can expect the stock market over the next 50 years to appreciate around 8% per year, we would not choose an individual stock over the index unless that stock could be expected to return greater than 8% per year.
A DCF analysis is often conducted out towards infinity. In other words, given our assumptions, we figure the present value of the company infinitely far in the future. If a company were to increase its profit every year at the risk-free rate, than its profit in today’s dollars would remain the same infinitely far in the future. This never happens, so besides a period of relatively quick growth, we introduce a final growth rate for each company that is less than the risk-free rate. For this final growth rate I use the long-run inflation rate. In essence, we assume that after a period of growth the companies do not grow except in nominal returns.
‘Growth’ investors like to say that if you buy a really great, fast growing company, it really does not matter how much you pay for it. They are actually right. As I will discuss later, the faster a stock grows, the more important its growth rate becomes to its investment value. At the extreme, a company that will forever grow earnings at a rate at or above the risk-free rate will be worth an infinite amount of money, and thus its price will always be less than its true value. Conversely, the investment value of a company with zero growth will be determined purely by its current price.
There is much more to DCF analysis than this. We can model changing leverage (debt) rates, changing ROC rates, and just about anything else we want in a DCF analysis. One key, however, is to remember that a DCF analysis is only as good as our assumptions. As I will showed in the article Regression to the Mean, our assumptions are often more inaccurate than we believe.
Disclosure: This article was originally published elsewhere.
The mark of someone who is making a difference is that they make enemies. I guess someone thinks I’m making a difference! Dan said this to me in response to my article on CytoCore (OTC BB: CYOE):
Your article on CytoCore was total [bull feces]. Seems a little odd to have picked
it out of the blue. A virtual unknown company that you decide to short.Seem to be trying to gain financially off the article. Best watch your [derrière].
Front and back.
Dan, if you had bothered to research me you would have found out that almost all the companies about which I write are tiny and unknown. Also, watching my tush “front and back” makes no sense. Oh, and I have never shorted Cytocore.
Disclosure: I have never shorted Cytocore. My disclosure policy, though high on life, is far more lucid than Dan.
I have some advice to any of you who think that now is a good time to short the bond insurers: don’t do it. Don’t mess with the government. By all rights, the bond insurers are already insolvent, dead, and it is only a matter of time before they are gone. However, politicians do not like turmoil and they love bailouts. They also love cheap insurance for government bonds. Therefore, there will be a bailout in some way. It may not save current shareholders, but the bailout has the risk of killing the shorts. For that reason, now is a good time to stay away from MBIA (MBI: $4.05 +2.02%, market cap: $1.107B) and Ambac (ABK: $1.33 +14.66%, market cap: $381.5M).
A theoretical trader who shorted the infamous Semper Augustus tulip bulb at 5000 florins during the Dutch tulip mania would have had a great win snatched by the government’s cancellation of all tulip contracts. This is a similar case where it would be smart to stay out of the government’s way.
For why I think the bond insurers are dead, see Bill Ackman’s letter to the rating agencies about the bond insurers.
Disclosure: I grow no tulips and have no position in any stock mentioned. I have a disclosure policy.
Bill Ackman won my short seller of the year award last year for his short positions in the bond insurers (MBIA, Ambac, ACA, etc.). The letter he wrote to the rating agencies criticizing their reticence in downgrading the bond insurers is great example of why he has done so well (his hedge fund was up 22% last year).
January 18, 2008
Mr. Raymond McDaniel Mr. Stephen Joynt
Executive Chairman and CEO CEO and President
Moody’s Corp. Fitch Ratings
99 Church St. One State Street Plaza
New York, NY 10007 New York, NY 10004Mr. Deven Sharma
President
Standard & Poor’s
55 Water Street
New York, NY 10041Re: Bond Insurer Ratings
Ladies and Gentlemen:
As a Nationally Recognized Statistical Rating Organization, Moody’s, S&P, and Fitch have been granted a level of authority that capital market participants and Federal and State regulators have historically relied upon in evaluating the safety and soundness of corporations, regulated financial institutions, and structured finance securities. To state the obvious, because of your critical role in the capital markets, it is essential that the ratings you publish are the result of comprehensive and accurate analysis.
As you well know, we have privately, in meetings and correspondence with you, and publicly in various presentations that we have made, called into question your ratings of the bond insurance industry, in particular, the ratings for MBIA Insurance Corp. and Ambac Assurance Corp. and their holding companies.
Each of you, according to your recent public statements, is in various stages of updating your ratings of the bond insurers. Unfortunately, however, your previous ratings assessments have erred materially in their omission of certain critical analysis and the inclusion of outright errors in your work. As you conduct your most recent revisions of your analysis on the bond insurers, it is vital that you conduct a thorough assessment of
all aspects of the bond insurers’ business lines, their reinsurers, and investment portfolios so that the rating decisions that you ultimately publish can be relied upon by capital markets participants. Below we highlight a number of factors that you have failed to consider in your prior assessments of the bond insurers’ capital adequacy:1) Impact of Losses Should be Measured on a Pre-tax Basis
We believe that each of you overstates the bond insurers capital cushion due to tax benefits you include in calculating the impact of RMBS and CDO losses. For instance, in S&P’s recent press release update published yesterday, MBIA’s losses on RMBS and CDOs are expressed as “after-tax” losses. In order, therefore, to determine the actual cash losses implied by S&P’s after-tax estimate, one must gross up the reported $3.18 billion of after-tax losses. Assuming a tax rate of 38%, it appears that S&P is estimating MBIA’s actual cash losses at $5.13 billion, nearly $2 billion more than the losses adjusted for tax benefits.
Insurance claims must be paid in cash. A bond insurer is only able to obtain tax benefits if the insurer is a going concern and is able to generate sufficient taxable income in the current or future years to offset the losses from paid insurance claims. Your analysis makes the aggressive assumption that the bond insurers will remain going concerns and will therefore be able to continue to write new premiums and generate income in the future.
Based on recent industry developments – including Berkshire Hathaway’s entrance into the business – it appears unlikely that MBIA, Ambac and many of the other bond insurers will be able to continue as going concerns. In a runoff scenario, we do not believe that the bond insurers will generate sufficient taxable income to offset the net operating losses generated by paid losses. While U.S. corporations can receive tax refunds by carrying back tax losses up to two calendar years, the amounts that could be refunded from carrying back losses are de minimis relative to claims payable. Even in the event the bond insurers generate taxable income in future years, it may be many years before these tax benefits can be realized, if ever, particularly in the event of corporate ownership changes caused by capital raising or stockholder turnover.
Net operating loss carryforwards are not cash and are not available to pay claims and should therefore not be deducted from losses in calculating bond insurer capital adequacy. By using after-tax loss estimates rather than pre-tax losses – the amount that will need to be paid in cash – you are understating the actual losses payable by more than 60%.
Your updated rating assessments should be adjusted to exclude tax benefits in your calculation of capital adequacy
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2) Covenant Violations and Loss of Access to Liquidity Facilities
As a result of recent losses, both MBIA and Ambac have triggered covenant violations on their liquidity facilities. As a result, Ambac has lost access to $400 million of funding and MBIA to $500 million of capital. The impact of the loss of these facilities is material to the liquidity profile of the holding companies and their insurance subsidiaries and must be considered in your credit assessment.
3) Loss Estimates Must Incorporate Reinsured Exposures
Your ratings of the bond insurers are based on the bond insurers’ net credit exposures. That is, you reduce their credit exposure by those exposures that have been reinsured. This is best understood by example.
As of September 30, 2007, MBIA has re-insured approximately $80 billion of par value of its exposures. More than $42 billion of this reinsurance was purchased from Channel Re, a Bermuda- based reinsurer whose only customer is MBIA. The two most senior officers of Channel Re are former executives of MBIA. MBIA owns 17% of the company and has two representatives on Channel Re’s board of directors.
On recent conference calls, Moody’s and S&P have stated that they have not yet updated their ratings of the monoline reinsurers including Channel Re. Earlier this week, on January 16th, Partner Re and Renaissance Re, the majority equity owners of Channel Re, wrote off the entire value of their investments in Channel Re due to losses it has recently incurred that substantially exceed Channel Re’s capital, an impairment that Channel Re’s
two majority owners have concluded is “other than temporary.”Despite the fact that Channel Re has negative book equity and $42 billion of MBIA’s credit exposure – $21.5 billion of which is CDOs of ABS or CLO/CBOs – Moody’s and S&P continue to rate the company Triple A with a stable outlook. Fitch does not rate Channel Re and apparently relies on S&P’s and Moody’s stale Triple A ratings in its analysis of MBIA’s capital adequacy.
Captive reinsurers whose ratings are not regularly updated offer the potential for abuse. We believe that MBIA reinsured on a quota share basis 25% of its 2007 CDO transactions with Channel Re. As a result of Moody’s and S&P not updating its ratings of Channel Re, these exposures do not appear on MBIA’s list of exposures and have not been included in your calculation of MBIA’s capital adequacy.
MBIA’s second largest reinsurer is Ram Re which has reinsured $11 billion of par as of September 30, 2007. While the rating agencies have not updated their credit ratings of Ram Re, the market appears to have already done so. The publicly traded stock of Ram Holdings Ltd., the parent company of Ram Re, has declined 92% in the last year. The company currently trades as a penny stock with a market value of $32 million.
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We believe that Ram Re is substantially undercapitalized and therefore, like Channel Re, is unlikely to be able to meet its obligations to MBIA.
We also note that MBIA reinsures Ambac, and Ambac reinsures MBIA. You must also consider the iterative impact of downgrades of one on the other with respect to both reinsurance and their respective guarantees of each other’s investment portfolio assets which we discuss further below.
In your updated assessment, it is critical that you update your ratings of the bond insurers’ reinsurers and reconsolidate and calculate the losses on these exposures that have been reinsured with reinsurers that are inadequately capitalized.
4) Investment Portfolios are Riskier Than They Appear
As you are well aware, the investment portfolios of the bond insurers include a substantial amount, often a majority, of bonds that are guaranteed by either the bond insurer itself or by other bond insurers. The bond insurers include these guarantees in calculating the weighted average ratings of their investment portfolios. We note that a minimum average Double A rating is a key rating agency criterion for the insurers’ Triple A rating.
A guaranty to oneself is of course worthless and therefore you should exclude the bond insurers’ guaranty of its own investment obligations and use the underlying ratings of these instruments in determining the portfolios’ credit quality.
You should also carefully calculate the impact of a downgrade of the bonds held by one bond insurer that are guaranteed by other insurers in your calculation of capital adequacy. In light of the general distress in the industry, we believe that the rating agencies should evaluate the bond insurers’ investment portfolios as considered on an underlying rating basis.
5) Commercial Mortgage Backed Securities (CMBS)
To date, you have limited your analysis to RMBS securities and other structured finance securities with exposure to RMBS (CDOs). This limited review of exposures ignores the fact that the same lending practices and flawed incentive schemes that fueled the subprime lending bubble have been very much at work in CMBS and corporate finance.
On January 17, 2008, Fitch commented that it believed that CMBS delinquencies are “likely to double, and perhaps even triple, by the end of 2008.” As of September 30, 2007, MBIA had insured $43 billion net par of CMBS securities, the vast majority of which was underwritten in the past two years. Failing to consider the potential for losses in this portfolio in your calculation of capital adequacy is simply negligent.
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6) Claims-Paying Resources Definition Overstates Capital Available to Pay Claims
The rating agencies have adopted the bond insurance industry’s definition of capital in the form of “Claims Paying Resources” or “CPR.” We believe there are significant flaws with the calculation of CPR used by the industry and the rating agencies.
First, bond insurers include the present value of future premiums discounted at extremely low discount rates ~5% in their calculation of claims paying resources. Substantially all of these premiums are from structured finance guarantees. We believe that the bond insurers and the rating agencies do not adequately consider the facts that: (1) when structured finance obligations default, accelerate, or otherwise prepay ahead of schedule
these premiums disappear, (2) purchasers of secondary market guarantees are likely to terminate their periodic premium payments because of the deteriorating credit quality of the bond insurers, (3) the reserves for losses on these exposures (for example 12% of premium for MBIA) have proven to be inadequate and therefore overstate the net premium income, and (4) there is no provision for overhead, remediation, legal or other costs required for the bond insurers to run their business going forward. There is also no mechanism whereby the bond insurers can borrow against these potential future premiums to be used to pay claims in the present day.There is no other financial institution in the world which takes the present value of interest spread income on loans in its portfolio and adds it to its capital. For all of the above reasons, we believe that the present value of future premiums should not be included in CPR.
CPR includes the bond insurers’ so-called depression lines of credit. As you well know, depression lines of credit can only be drawn to pay claims on municipal obligations and only after a substantial deductible. In that the losses are occurring primarily on structured finance obligations, these lines of credit should not be included in CPR
The Capital Base included in CPR is also likely to be overstated because the investment assets of the bond insurers consist primarily of bond insurer guaranteed obligations that are valued inclusive of the guarantee, when they should be valued on an unwrapped basis. The high degree of balance sheet leverage for certain bond insurers means that small changes in the values of these portfolios have a large impact on the bond insurers’ capital base.
You should adjust your estimate of CPR for each insurer to reflect the above factors in order to accurately establish the capital available to pay claims.
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7) MBIA’s $1 Billion Surplus Note Issuance
Last Friday, MBIA priced an offering of surplus notes at par with a 14% yield. Within ne week the notes traded down to the mid-70s and have a yield to call of more than 20%. Previous to their pricing, the notes were rated by Moody’s and S&P at Double A.
The MBIA surplus note issuance is perhaps the clearest example of the failure of the rating agencies to accurately assess the creditworthiness of a bond insurer. MBIA is still rated Triple A by all three raters. The notes received a Double A rating because of their subordination to the other obligations of MBIA Insurance Corporation. That said, how can a billion dollars of Double A rated obligations sell in a cash transaction between
sophisticated parties at a 14% yield, and then trade to yield of 20% or more — a rate consistent with a Triple C or near-to-default obligation?Bank of America 5 ¾% bonds due 2017, obligations of a financial institution that is also rated Double A, closed today at 5.55% yield, a more than 15 percentage point lower rate than the MBIA surplus notes. This is prima facie evidence that your ratings of MBIA are overstated.
Billions of MBIA’s CDO Exposure Require Payment on Default
You have stated that bond insurers have no accelerating CDO guarantees and that all of their contracts are structured as “pay-as-you-go.” I quote S&P from a paragraph entitled, “Time is On Their Side,” in their December 19, 2007 report: “Detailed Results of Subprime Stress Test of Financial Guarantors.”
“As for swap exposure, except for ACA there are no collateral posting requirements and swaps are written in pay-as-you-go format.”
On January 9, 2008, MBIA filed a copy of a powerpoint presentation which was used in the Surplus Notes offering road show. On page 8, MBIA states that $8.1 billion of its Multi-sector CDOs require payment with “Credit events as they occur.”
The liquidity demands of accelerating CDO exposure create extreme liquidity risk and must be considered in the context of the bond insurer ratings. We encourage you to examine all of the bond insurers CDS/CDO exposure to determine the amount of exposure that is not pay-as-you-go, but rather accelerates, and consider the liquidity demands of such exposures in your rating assessments.
9) Holding Company Liquidity Risk
In light of recent events, we believe it is likely that most bond insurers will be prevented from upstreaming dividends to their holding companies as a result of regulatory intervention, as regulators work to preserve capital for policyholders.
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Most bond insurer holding companies have limited cash, have lost or will lose access to liquidity facilities, and have substantial cash needs for interest payments, operating expenses, and dividends (for so long as they continue to be paid). In addition, bond insurers with substantial investment management or swap operations have additional liquidity needs in the event of a downgrade.
We believe that both MBIA and Ambac have substantial collateral posting obligations in the event of a holding company downgrade. For example, MBIA has $45 billion of derivative obligations at the holding company that relate to currency, interest-rate, and credit default swaps that the holding company has entered into. The combination of volatility in each of these markets and the increased collateral demands required in holding company downgrade scenarios will put a severe strain on holding company liquidity.
The bond insurers’ muni-GIC business is also a large potential liquidity strain as municipalities withdraw funds from these GIC programs, assets must be liquidated, and/or collateral must be posted. Various MTM programs also create liquidity risk as assets may have to be sold to meet redeeming bondholders. The liquidity risks of these programs and the underlying assets should be carefully examined.
ACA’s immolation is but one example of what happens to a once-investment grade bond insurer which, if downgraded, is required to post collateral.
In addition, as a result of shareholder, bondholder, and/or surplus noteholder litigation, we expect holding company legal expenses and eventual litigation claims to rise substantially. Because the holding companies typically provide indemnities for employees and directors, we would expect that directors would be loathe to allow liquidity to leave the holding company estate, depriving directors and employees of the resources to protect themselves from claims. In these circumstances, we would expect companies to seek bankruptcy as a means to protect the allocation of value among various stakeholders.
10) MBIA - Warburg Pincus Transaction
You have assumed in your analysis that the Warburg Pincus deal and follow-on rights offering are certainties even though neither transaction has closed. While Warburg has made affirmative statements about the transaction, both publicly as well as privately, to surplus note buyers and the media, we believe there continues to be transaction closure risk for both the initial stock purchase and future rights offering, with the rights offering having greater uncertainty.
You have also assumed that 100% of the $1 billion Warburg deal will be downstreamed to the insurance subsidiaries and this, too, is not a certainty. You should receive assurances from MBIA and require it to contribute the full billion dollars to its insurance subsidiaries before you include the funds in calculating insurance company capital.
With the collapse in MBIA’s stock price and today’s downgrade of Ambac, we believe it will be difficult for MBIA to execute the rights offering, particularly before the March 31st, 2008 drop dead date. With the stock at $8.55 per share and the market aware that the $500 million in rights offering proceeds is insufficient to adequately capitalize the company, it will be difficult to set a market-clearing price. Assuming for a moment the price is set at $5.00 per share, the company would have to issue 100 million shares and may sell control to Warburg at a discount in the event shareholders elect not to participate. We believe a shareholder vote and approved registration statement will likely be required in such a circumstance, delaying the ability to consummate the transaction beyond the March 31st Warburg backstop drop dead date.
11) Future Business Prospects and Franchise Value Have Been Irreparably
DestroyedFollowing the dramatic decline in share prices, widening of credit protection spreads, dismal performance of the high yield surplus note issuance, and recognition of multibillion dollar losses in a supposed “no-loss” business, the ability of bond insurers to market their “AAA” seal of approval has been permanently undermined. As uncertainty has grown, municipalities have raised capital without insurance and found that they can borrow at attractive rates as compared to historical insured bond issuances.
The entrance of Berkshire Hathaway is a devastating competitive reality that will capture the lion’s share of an already shrinking market for municipal bond insurance. While some commentators have suggested that this might create a pricing umbrella that will benefit the existing bond insurers, this is demonstrably false. Because Berkshire Hathaway already possesses a real Triple A rating, the bonds that are wrapped with its guarantee will trade with a tighter spread when compared to a bond insured by a traditional bond insurer, even one without legacy structured finance exposure.
Consequently, Berkshire will be able to charge higher premiums than the other monolines by taking a higher percentage of the spread (perhaps as much as 80% or more) that is saved through the use of insurance, and still provide the issuer with an overall lower cost of borrowing that if they bought insurance from a traditional monoline. As such, we believe that Berkshire Hathaway will likely quickly reach an 80%-90% market share of
municipal bond insurance.12) Going Concern Opinion
In light of all of the above and other current developments, we believe it will be difficult for MBIA, Ambac, and certain other bond insurers to obtain going concern opinions from their auditors. You should consider the likelihood of the insurers’ obtaining clean opinions and the implications if they do not in your rating assessments.
Lastly I encourage you to ask yourself the following question while looking at your
image in the mirror:Does a company deserve your highest Triple A rating whose stock price has declined 90%, has cut its dividend, is scrambling to raise capital, completed a partial financing at 14% interest (now trading at a 20% yield one week later), has incurred losses massively in excess of its promised zero-loss expectations wiping out more than half of book value, with Berkshire Hathaway as a new competitor, having lost access to its only liquidity facility, and having concealed material information from the marketplace?
Can this possibly make sense?
Please call me if you have any questions about the above. As usual, I will make myself available at your convenience.
Sincerely,
William A. Ackman
cc:
Moody’s Corp.:Andrew Kimball
Ted Collins
Jack Dorer
James Eck
John Goggins
Linda Huber
Naomi Richman
Stanislas Rouyer
Ranjini VenkatesanFitch Group:
Thomas Abruzzo
Ralph Aurora
Gloria Aviotti
Robert Grossman9
Peter Jordan
George Masek
Paul TaylorStandard & Poor’s:
Edward Emmer
Robert Green
Dick Smith
Vickie Tillman
David VenoSecurities & Exchange Commission:
Ms. Linda Thompson
Director
Division of Enforcement
Securities & Exchange Commission
100 F St. NE
Washington, D.C. 20002Mr. Mark Schonfeld
Regional Director
New York Regional Office
Securities & Exchange Commission
3 World Financial Center, Suite 400
New York, NY 10281-1022Mr. Steve Rawlings
Securities & Exchange Commission
3 World Financial Center, Suite 400
New York, NY 10281-1022New York State Insurance Department:
The Honorable Eric Dinallo
Superintendent of Insurance
State of New York
Department of Insurance
25 Beaver St.
New York, NY 10004Mr. Kermitt Brooks
State of New York
Department of Insurance
25 Beaver St.
New York, NY 1000410
Wisconsin Office of the Commissioner of Insurance:
Mr. Sean Dilweg
Commissioner of Insurance
State of Wisconsin
Office of the Commissioner of Insurance
125 South Webster Street
Madison, WI 53703Bermuda Monetary Authority:
Mr. Matthew Elderfield
Chief Executive Officer
Bermuda Monetary Authority
BMA House
43 Victoria Street
Hamilton HM 12
BermudaUnited States House of Representatives:
The Honorable Barney Frank
United States House of Representatives
2252 Rayburn House Office Building
Washington, D.C. 2051511
Disclosure: I have no position in any stock mentioned and no connection with Bill Ackman or Pershing Square.