Too Big to Fail

by Andrew Ross Sorkin

  Callan had answers to all of them. She had prepped and studied and gone through dry runs. She had even rehearsed the numbers for a roomful of Securities and Exchange officials—hardly the easiest crowd—over the weekend, and they left satisfied. She knew the numbers cold; she knew by heart the story that needed to be told. And she knew how to tell it.

  The markets roared their approval of the earnings report. Shares of Lehman surged while the credit spreads tightened. Investors now perceived the risk that the firm would fail had diminished. All that had to happen now was for Callan to supply the punctuation. She took a sip of water. Her voice was raspy after talking nonstop for four straight days.

  “All set?” asked Ed Grieb, Lehman’s director of investor relations.

  Callan nodded and began.

  “There’s no question the last few days have seen unprecedented volatility, not only in our sector but also across the whole marketplace,” she said into the speakerphone, as dozens of financial analysts listened. Her voice was calm and steady. For the next thirty minutes she ran through the numbers for Lehman’s business units, carefully elucidating the specifics, or, in the jargon of Wall Street, providing the “color.” She put particular emphasis on the firm’s efforts to reduce leverage and increase liquidity. She spelled it all out in painstaking, mind-numbing detail.

  It was a stellar presentation. The analysts on the call seemed impressed by Callan’s candor, her command of the facts, her assuredness, and her willingness to acknowledge the outstanding problems.

  But she wasn’t finished yet; next came the questions. First up was Meredith Whitney, an analyst with Oppenheimer, who had made her name as an unsparing banking critic the previous fall with the accurate prediction that Citigroup would be forced to cut its dividend. Callan, as well as every other Lehman executive in the room, held their breaths as they waited for Whitney to start probing. “You did a great job, Erin,” Whitney said, to everyone’s amazement. “I really appreciate the disclosure. I’m sure everyone does.”

  Callan, trying hard not to show her relief, knew then that she had pulled it off. If Whitney was buying it, all was well. As they spoke, shares of Lehman continued spiking. The markets were buying it, too. The stock would end the day up $14.74, or 46.4 percent to $46.49, for the biggest one-day gain in the stock since it went public in 1994. William Tanona, an analyst with Goldman Sachs, raised his rating on Lehman to “buy” from “neutral.”

  When the session ended, the excitement at Lehman was palpable. Gregory rushed over to give Callan a big hug. Later, as she went down to the bond-trading floor, she passed by the desk of Peter Hornick, the firm’s head of collateralized debt obligation sales and trading. He held out his palm, and she slapped him a high-five.

  For a brief, shining moment, all seemed well at Lehman Brothers.

  Outside Lehman, however, skeptics were already voicing their concerns. “I still don’t believe any of these numbers because I still don’t think there is proper accounting for the liabilities they have on their books,” Peter Schiff, president and chief global strategist of Euro Pacific Capital, told the Washington Post. “People are going to find out that all these profits they made were phony.”

  Across town, a prescient young hedge fund manager named David Einhorn, who had just gotten off a red-eye flight from Los Angeles and had raced to his office to listen to the call that morning, was coming to the same conclusion: Lehman was a house of cards. He was one of those “hedgies” investors Fuld had railed about. And he was so influential, he could move markets just by uttering a sentence. He had already bet big money that the firm was more vulnerable than Callan was letting on, and he was getting ready to share his opinion with the world.

  CHAPTER TWO

  In a leafy enclave of northwest Washington, D.C., Hank Paulson was pacing back and forth in his living room, his cell phone sitting in its usual place, against his ear. It was Easter Sunday, exactly one week after the takeover of Bear Stearns, and Paulson had promised his wife, Wendy, that they’d take a bicycle ride in Rock Creek Park, the large public space that bisects the capital, just down the road from their home. She had been annoyed with him all weekend for spending so much time on the phone.

  “Come on, just for an hour,” she said, trying to coax him out of the house. He finally relented; it was the first time in more than a week that he would try to take his mind off work.

  Until his phone rang again. Seconds later, after hearing what the caller had to say, the Treasury secretary exclaimed, “That makes me want to vomit!”

  It was Jamie Dimon on his speakerphone from his wood-paneled office on the eighth floor of JP Morgan’s headquarters in Midtown Manhattan, overlooking a barren Park Avenue. He had just told Paulson something the Treasury secretary didn’t want to hear: Dimon had decided to “recut” his $2-a-share deal for Bear Stearns and raise the price to $10.

  The news wasn’t completely unexpected. Paulson, who could be relentless, had phoned Dimon virtually every day that week (interrupting his early-morning treadmill jog at least once), and based on those conversations, he knew a higher price for Bear was a possibility. In the days since announcing the deal, both men had become justifiably worried that disgruntled Bear shareholders would vote down the deal in protest of the low price, creating another run on the firm.

  But Dimon’s decision still roiled Paulson. He had expected that if Dimon did raise the price, he’d hike it by no more than a few dollars—up to $8 a share, say, but not into double digits.

  “That’s more than we talked about,” replied Paulson, who was now whispering into the phone in his unmistakable raspy voice, hardly able to believe what he was hearing. Just a week earlier, when Dimon had indicated that he was prepared to pay $4 a share, Paulson had privately instructed him to lower the price: “I could see something nominal, like one or two dollars per share,” he had said. The fact was, Bear was insolvent without the government’s offer to backstop $29 billion of its debt, and Paulson did not want to be seen as a patsy, bailing out his friends on Wall Street.

  “I can’t see why they’re getting anything,” he told Dimon.

  So far, nobody other than Dimon knew that the Treasury secretary of the United States of America was behind the original paltry sale price, and Paulson wanted to keep it that way. Like most conservatives, he still honored the principle of “the invisible hand”—that widely held, neoclassical economic notion that official intervention was at best a last resort.

  As a former CEO himself, Paulson understood Dimon’s position perfectly well. He, too, wanted to restore calm to the markets, for it had been a nail-biter of a week. After the $2-a-share purchase price had been announced, Bear’s shareholders and employees had practically revolted, threatening to upend not just the deal but also the entire market. And in the hastily arranged merger agreement, Dimon had found a glaring error, which he blamed on his lawyers, Wachtell, Lipton, Rosen & Katz: Bear’s shareholders could vote against the deal, and JP Morgan would still be on the hook to guarantee its trades for an entire year.

  Dimon recounted to Paulson how Ed Moldaver, a longtime broker at Bear—“an asshole,” in Dimon’s estimation—had publicly mocked him during a meeting Dimon had called to explain the transaction to Bear employees. “This isn’t a shotgun marriage,” Moldaver scowled in front of hundreds of Bear staffers. “This is more like a rape.”

  In Washington, Paulson now revealed to Dimon that he was facing a similar revolt, for most people in government thought everyone on Wall Street was greedy and overpaid, and bailing them out was about as popular a notion as raising taxes. “I’m getting it from all sides,” he confided.

  To make matters worse, it was a presidential election year. On Monday, a day after the Bear Stearns deal was announced, Democratic candidate Senator Hillary Clinton, who at the time had a slight lead in national polls, criticized the bailout, going so far as to link the Bush administration’s rescue of Bear Stearns to the problems in Iraq.

  Barney Frank, the Democratic cha
irman of the House Financial Services Committee, was every bit as harsh. He, too, turned the deal into an indictment of Paulson’s boss, President Bush. “All these years of deregulation by the Republicans and the absence of regulation as these new financial instruments have grown have allowed them to take a large chunk of the economy hostage,” Frank complained. “And we have to pay ransom, like it or not.”

  While attacking the rescue plan was one of the few completely bipartisan affairs in town, the Republicans hated it for different reasons. The conservatives believed that the marketplace would take care of everything, and that any government intervention was bound to make things worse. “First, do no harm!” they’d say, quoting Hippocrates’ Epidemics. A little blood might be spilled, but creative destruction was one of the costs of capitalism. Moderate Republicans, meanwhile, were inundated with complaints from their constituents, who wondered why the parties responsible for decimating their 401(k)s deserved any taxpayer money at all.

  Everyone was calling it a “bailout”—a word Paulson hated. As far as he was concerned, he had just helped save the American economy. It was a bailout in the literal sense of bailing water out of a sinking boat, not a handout. He didn’t understand why no one in Washington could see that distinction.

  At some level, though, he knew there would be hell to pay, no matter how correct his prognosis proved to be. While the president publicly praised him and the deal, Bush, privately, was livid. The president understood the necessity of the bailout, but he also appreciated how it would be politicized. “We’re gonna get killed on this, aren’t we?” he had asked Paulson, knowing full well that the answer was yes.

  Paulson didn’t need to be reminded where the president stood on the issue. The Wednesday before the Bear deal, Paulson had spent the afternoon in the Oval Office advising Bush on the speech he would give that coming Friday to the Economic Club of New York at the Hilton Hotel. Bush had included a line in his remarks asserting that there would be no bailouts.

  “Don’t say that,” Paulson insisted, looking over the draft.

  “Why?” Bush asked. “We’re not going to have a bailout.”

  Paulson broke the bad news to him: “You may need a bailout, as bad as that sounds.”

  All in all, the situation had become Paulson’s worst nightmare: The economy had turned into a political football, his reputation was on the line, and he was stuck playing by Washington rules.

  Henry Paulson’s understanding of how things worked in the nation’s capital was part of the reason he had turned down the job of Treasury secretary not once, but twice in the spring of 2006. He knew Washington; his first job after college had been at the Defense Department, and he had worked in the Nixon White House for a number of years after that. So he appreciated the risks that the job presented. “I will get down here and I won’t be able to work with these people, and I’ll leave with a bad reputation. Look at what people said about Snow and O’Neill!” he said. His predecessors, John Snow and Paul O’Neill, had both come to Washington as wizards of their respective industries but had departed with their legacies tarnished.

  He agonized for months before making his decision. As far as he was concerned, he already had the best job in the world: CEO of Goldman Sachs, the most revered institution on Wall Street. As its chief executive, Paulson traveled around the world, focusing much of his attention on China, where he had become something of an unofficial U.S. Ambassador of Capitalism, arguably forging deeper relationships with Chinese leaders than had anyone in Washington, including the secretary of State, Condoleezza Rice.

  Joshua Bolten, President Bush’s new chief of staff, was pushing especially hard for Paulson to come on board. He had convinced the president that Paulson’s close ties in China could be a huge plus, given the rapid and geopolitically significant rise of the Chinese economy. Professionally, Bolten knew Paulson well. A former Goldman Sachs insider himself, he had worked for the firm as a lobbyist in London in the 1990s and served briefly as the chief of staff to Jon Corzine, when he headed the firm.

  But Bolten wasn’t making any headway with Paulson—or the Paulson family, for that matter. It didn’t help that Paulson’s wife, Wendy, could not stand the president’s politics, even though her husband had been a “pioneer” for Bush in 2004—a designation given to those who raised more than $100,000 for the president’s reelection campaign. His mother, Marianna, was so aghast at the idea that she cried. Paulson’s son, a National Basketball Association executive, and daughter, a reporter for the Christian Science Monitor, were also initially against his making the move.

  Another key doubter was Paulson’s mentor, John Whitehead. A former Goldman chairman and a father figure to many at the bank who had served in the State Department under Reagan, Whitehead thought it would be a big mistake. “This is a failed administration,” he insisted. “You’ll have a hard time getting anything accomplished.”

  In an interview in April, Paulson was still dismissing talk that he was a candidate for Treasury secretary, telling the Wall Street Journal, “I love my job. I actually think I’ve got the best job in the business world. I plan to be here for a good while.”

  Meanwhile, Bolten kept pushing. Toward the end of April, Paulson accepted an invitation to meet with the president. But Goldman’s chief of staff, John F. W. Rogers, who had served under James Baker in both the Reagan and GHW Bush administrations, urged him not to attend the meeting unless he was going to accept the position. “You do not go to explore jobs with the president,” he told Paulson. Rogers’s point was impossible to dispute, so Paulson awkwardly called to send his regrets.

  Paulson and his wife, however, did attend a luncheon at the White House that month for President Hu Jintao of China. After the meal they took a stroll in the capital, and as they walked past the Treasury Building, Wendy turned to him.

  “I hope you didn’t turn it down because of me,” she said. “Because if you really wanted to do it, it’s okay with me.”

  “No, that’s not why I turned it down.”

  Despite his reluctance, others believed Paulson’s decision was not quite final, and Rogers, for one, thought his boss secretly did want the job. On the first Sunday afternoon of May, he found himself fretting in his home in Georgetown, wondering whether he had given Paulson bad advice. He finally picked up the phone and called Bolten. “I know Hank told you no,” he told him, “but if the president really wants him, you should ask him again.”

  When Bolten called and repeated his pitch, Paulson wondered whether his resistance to the overtures was really a matter of a fear of failure. At Goldman he was known as someone who “runs to problems.” Was he now running away from them?

  Paulson is a devout Christian Scientist and, like most members of the faith, he deeply admires the writings of Mary Baker Eddy, who, seeking to reclaim early Christianity’s focus on healing, founded the First Church of Christ, Scientist, in Boston in 1879. “Fear is the fountain of sickness,” she wrote. Fear “must be cast out to readjust the balance for God.”

  Paulson was already having second thoughts about turning down the Treasury job when James Baker followed up on Bolten’s call. Baker, the GOP’s éminence grise, confided to him that he had told the president that Paulson was by far the best candidate for the position. Deeply flattered, Paulson assured him that he was giving the idea serious consideration.

  That same week, John Bryan, the chief executive of Sara Lee and a longtime friend, Goldman director, and client of Paulson’s from when he was an investment banker in Chicago, offered him this advice: “Hank, life is not a dress rehearsal,” he said. “You don’t want to be sitting around at eighty years old telling your grandchildren you were once asked to be Secretary of the Treasury. You should tell them you did it.”

  Paulson finally accepted the position on May 21, but because the White House did not plan to announce the appointment until the following week after running a background check, he was left in the awkward predicament of attending the annual meeting of Goldman pa
rtners that weekend in Chicago without being able to tell anyone that he was resigning. (Ironically enough, the guest speaker that day was the junior senator from Illinois, Barack Obama.) But with the newspapers—not to mention his colleagues—still speculating about whether he would join the administration, Paulson hid upstairs in his hotel room throughout the event.

  On Wall Street, there are two kinds of bankers: the silky smooth salesmen who succeed based on wits and charm, and those who persist with bulldog tenacity. Paulson was of the latter type, as the White House soon discovered. Before he officially accepted the job, Paulson made certain to see to a few key details. If thirty-two years at Goldman Sachs had taught him anything, it was how to cut the best deal possible. He demanded assurances, in writing, that Treasury would have the same status in the cabinet as Defense and State. In Washington, he knew, proximity to the president mattered, and he had no intention of being a marginalized functionary who could be summoned at Bush’s whim but couldn’t get the chief executive to return his calls. Somehow he even got the White House to agree that its National Economic Council, headed by Allan Hubbard, a Harvard Business School classmate of Paulson’s, would hold some of its meetings at the Treasury Building, and that the vice president, Dick Cheney, would attend them in person.

  Hoping to silence any suggestion that he would favor his former employer, he voluntarily signed an extensive six-page “ethics” agreement that barred him from involving himself with Goldman Sachs for his entire tenure. His declaration went far beyond the regular one-year time period required for government employees. “As a prudential matter, I will not participate in any particular matter involving specific parties in which The Goldman Sachs Group, Inc. is or represents a party for the duration of my tenure as Secretary of the Treasury,” he wrote in a letter that served as the agreement. “I believe that these steps will ensure that I avoid even the appearance of a conflict of interest in the performance of my duties as Secretary of the Treasury.” It was an avowal that would certainly hinder his power, given Goldman’s role in virtually every aspect of Wall Street, and one that he would later desperately try to find ways around.