Andrew Ross Sorkin

Too Big to Fail

Inside the Battle to Save Wall Street

PENGUIN BOOKS

Contents

The Cast of Characters and the Companies they Kept

Prologue

Chapter One

Chapter Two

Chapter Three

Chapter Four

Chapter Five

Chapter Six

Chapter Seven

Chapter Eight

Chapter Nine

Chapter Ten

Chapter Eleven

Chapter Twelve

Chapter Thirteen

Chapter Fourteen

Chapter Fifteen

Chapter Sixteen

Chapter Seventeen

Chapter Eighteen

Chapter Nineteen

Chapter Twenty

Epilogue

Afterword

Author’s Note

Bibliography

Notes and Sources

Acknowledgments

Size, we are told, is not a crime. But size may, at least, become noxious by reason of the means through which it was attained or the uses to which it is put.

— Louis Brandeis, Other People’s Money: And How the Bankers Use It, 1913

Author’s Note

This book is the product of more than five hundred hours of interviews with more than two hundred individuals who participated directly in the events surrounding the financial crisis. These individuals include Wall Street chief executives, board members, management teams, current and former U.S. government officials, foreign government officials, bankers, lawyers, accountants, consultants, and other advisers. Many of these individuals shared documentary evidence, including contemporaneous notes, e-mails, tape recordings, internal presentations, draft filings, scripts, calendars, call logs, billing time sheets, and expense reports that provided the basis for much of the detail in this book. They also spent hours painstakingly recalling the conversations and details of various meetings, many of which were considered privileged and confidential.

Given the continuing controversy surrounding many of these events—several criminal investigations are still ongoing as of this writing, and countless civil lawsuits have been filed—most of the subjects interviewed took part only on the condition that they not be identified as a source. As a result, and because of the number of sources used to confirm every scene, readers should not assume that the individual whose dialogue or specific feeling is recorded was necessarily the person who provided that information. In many cases the account came from him or her directly, but it may also have come from other eyewitnesses in the room or on the opposite side of a phone call (often via speakerphone), or from someone briefed directly on the conversation immediately afterward, or, as often as possible, from contemporaneous notes or other written evidence.

Much has already been written about the financial crisis, and this book has tried to build upon the extraordinary record created by my esteemed colleagues in financial journalism, whose work I cite at the end of this volume. But what I hope I have provided here is the first detailed, moment-by-moment account of one of the most calamitous times in our history. The individuals who propel this narrative genuinely believed they were—and may in fact have been—staring into the economic abyss.

Galileo Galilei said, “All truths are easy to understand once they are discovered; the point is to discover them.” I hope I have discovered at least some of them, and that in doing so I have made the often bewildering financial events of the past few years a little easier to understand.

The Cast of Characters and the Companies they Kept

FINANCIAL INSTITUTIONS

American International Group (AIG)

Bank of America

Barclays

Berkshire Hathaway

BlackRock

Blackstone Group

China Investment Corporation

Citigroup

Evercore Partners

Fannie Mae

Freddie Mac

Goldman Sachs

Greenlight Capital

J.C. Flowers & Company

JP Morgan Chase

Korea Development Bank

Lazard Frères

Lehman Brothers

Merrill Lynch

Mitsubishi UFJ Financial Group

Morgan Stanley

Perella Weinberg Partners

Wachovia

Wells Fargo

THE LAWYERS

Cleary Gottlieb Steen & Hamilton

Cravath, Swaine & Moore

Davis Polk and Wardwell

Simspon Thacher & Bartlett

Sullivan & Cromwell

Wachtell, Lipton, Rosen & Katz

Weil, Gotshal & Manges

NEW YORK CITY

NEW YORK STATE INSURANCE DEPARTMENT

UNITED KINGDOM

Financial Services Authority

Government

U.S. GOVERNMENT

Congress

Department of the Treasury

Federal Deposit Insurance Corporation (FDIC)

Federal Reserve

Federal Reserve Bank of New York

Securities and Exchange Commission

White House

Prologue

Standing in the kitchen of his Park Avenue apartment, Jamie Dimon poured himself a cup of coffee, hoping it might ease his headache. He was recovering from a slight hangover, but his head really hurt for a different reason: He knew too much.

It was just past 7:00 a.m. on the morning of Saturday, September 13, 2008. Dimon, the chief executive of JP Morgan Chase, the nation’s third-largest bank, had spent part of the prior evening at an emergency, all-hands-on-deck meeting at the Federal Reserve Bank of New York with a dozen of his rival Wall Street CEOs. Their assignment was to come up with a plan to save Lehman Brothers, the nation’s fourth-largest investment bank—or risk the collateral damage that might ensue in the markets.

To Dimon it was a terrifying predicament that caused his mind to spin as he rushed home afterward. He was already more than two hours late for a dinner party that his wife, Judy, was hosting. He was embarrassed by his delay because the dinner was for the parents of their daughter’s boyfriend, whom he was meeting for the first time.

“Honestly, I’m never this late,” he offered, hoping to elicit some sympathy. Trying to avoid saying more than he should, still he dropped some hints about what had happened at the meeting. “You know, I am not lying about how serious this situation is,” Dimon told his slightly alarmed guests as he mixed himself a martini. “You’re going to read about it tomorrow in the papers.”

As he promised, Saturday’s papers prominently featured the dramatic news to which he had alluded. Leaning against the kitchen counter, Dimon opened the Wall Street Journal and read the headline of its lead story: “Lehman Races Clock; Crisis Spreads.”

Dimon knew that Lehman Brothers might not make it through the weekend. JP Morgan had examined its books earlier that week as a potential lender and had been unimpressed. He also had decided to request some extra collateral from the firm out of fear it might fall. In the next twenty-four hours, Dimon knew, Lehman would either be rescued or ruined. Knowing what he did, however, Dimon was concerned about more than just Lehman Brothers. He was aware that Merrill Lynch, another icon of Wall Street, was in trouble, too, and he had just asked his staff to make sure JP Morgan had enough collateral from that firm as well. And he was also acutely aware of new dangers developing at the global insurance giant American International Group (AIG) that so far had gone relatively unnoticed by the public—it was his firm’s client, and they were scrambling to raise additional capital to save it. By his estimation AIG had only about a week to find a solution, or it, too, could falter.

Of the handful of principals involved in the dialogue about the enveloping crisis—the government included—Dimon was in an especially unusual position. He had the closest thing to perfect, real-time information. That “deal flow” enabled him to identify the fraying threads in the fabric of the financial system, even in the safety nets that others assumed would save the day.

Dimon began contemplating a worst-case scenario, and at 7:30 a.m. he went into his home library and dialed into a conference call with two dozen members of his management team.

“You are about to experience the most unbelievable week in America ever, and we have to prepare for the absolutely worst case,” Dimon told his staff. “We have to protect the firm. This is about our survival.”

His staff listened intently, but no one was quite certain what Dimon was trying to say.

Like most people on Wall Street—including Richard S. Fuld Jr., Lehman’s CEO, who enjoyed one of the longest reigns of any of its leaders—many of those listening to the call assumed that the government would intervene and prevent its failure. Dimon hastened to disabuse them of the notion.

“That’s wishful thinking. There is no way, in my opinion, that Washington is going to bail out an investment bank. Nor should they,” he said decisively. “I want you all to know that this is a matter of life and death. I’m serious.”

Then he dropped his bombshell, one that he had been contemplating for the entire morning. It was his ultimate doomsday scenario.

“Here’s the drill,” he continued. “We need to prepare right now for Lehman Brothers filing.” Then he paused. “And for Merrill Lynch filing.” He paused again. “And for AIG filing.” Another pause. “And for Morgan Stanley filing.” And after a final, even longer pause he added: “And potentially for Goldman Sachs filing.”

There was a collective gasp on the phone.

As Dimon had presciently warned in his conference call, the following days would bring a near collapse of the financial system, forcing a government rescue effort with no precedent in modern history. In a period of less than eighteen months, Wall Street had gone from celebrating its most profitable age to finding itself on the brink of an epochal devastation. Trillions of dollars in wealth had vanished, and the financial landscape was entirely reconfigured. The calamity would definitively shatter some of the most cherished principles of capitalism. The idea that financial wizards had conjured up a new era of low-risk profits, and that American-style financial engineering was the global gold standard, was officially dead.

As the unraveling began, many on Wall Street confronted a market unlike any they had ever encountered—one gripped by a fear and disorder that no invisible hand could tame. They were forced to make the most critical decisions of their careers, perhaps of their lives, in the context of a confusing rush of rumors and policy shifts, all based on numbers that were little more than best guesses. Some made wise choices, some got lucky, and still others lived to regret their decisions. In many cases, it’s still too early to tell whether they made the right choices.

In 2007, at the peak of the economic bubble, the financial services sector had become a wealth-creation machine, ballooning to more than 40 percent of total corporate profits in the United States. Financial products—including a new array of securities so complex that even many CEOs and boards of directors didn’t understand them—were an ever greater driving force of the nation’s economy. The mortgage industry was an especially important component of this system, providing loans that served as the raw material for Wall Street’s elaborate creations, repackaging and then reselling them around the globe.

With all the profits that were being generated, Wall Street was minting a new generation of wealth not seen since the debt-fueled 1980s. Those who worked in the finance industry earned an astounding $53 billion in total compensation in 2007. Goldman Sachs, ranked at the top of the five leading brokerages at the onset of the crisis, accounted for $20 billion of that total, which worked out to more than $661,000 per employee. The company’s chief executive officer, Lloyd Blankfein, alone took home $68 million.

Financial titans believed they were creating more than mere profits, however. They were confident that they had invented a new financial model that could be exported successfully around the globe. “The whole world is moving to the American model of free enterprise and capital markets,” Sandy Weill, the architect of Citigroup, said in the summer of 2007, “Not having American financial institutions that really are at the fulcrum of how these countries are converting to a free-enterprise system would really be a shame.”

But while they were busy evangelizing their financial values and producing these dizzying sums, the big brokerage firms had been bolstering their bets with enormous quantities of debt. Wall Street firms had debt to capital ratios of 32 to 1. When it worked, this strategy worked spectacularly well, validating the industry’s complex models and generating record earnings. When it failed, however, the result was catastrophic.

The Wall Street juggernaut that emerged from the collapse of the dot-com bubble and the post-9/11 downturn was in large part the product of cheap money. The savings glut in Asia, combined with unusually low U.S. interest rates under former Federal Reserve chairman Alan Greenspan (which had been intended to stimulate growth following the 2001 recession), began to flood the world with money.

The crowning example of liquidity run amok was the subprime mortgage market. At the height of the housing bubble, banks were eager to make home loans to nearly anyone capable of signing on the dotted line. With no documentation a prospective buyer could claim a six-figure salary and walk out of a bank with a $500,000 mortgage, topping it off a month later with a home equity line of credit. Naturally, home prices skyrocketed, and in the hottest real estate markets ordinary people turned into speculators, flipping homes and tapping home equity lines to buy SUVs and power boats.

At the time, Wall Street believed fervently that its new financial products—mortgages that had been sliced and diced, or “securitized”—had diluted, if not removed, the risk. Instead of holding on to a loan on their own, the banks split it up into individual pieces and sold those pieces to investors, collecting enormous fees in the process. But whatever might be said about bankers’ behavior during the housing boom, it can’t be denied that these institutions “ate their own cooking”—in fact, they gorged on it, buying mountains of mortgage-backed assets from one another.

But it was the new ultra-interconnectedness among the nation’s financial institutions that posed the biggest risk of all. As a result of the banks owning various slices of these newfangled financial instruments, every firm was now dependent on the others—and many didn’t even know it. If one fell, it could become a series of falling dominoes.

There were, of course, Cassandras in both business and academia who warned that all this financial engineering would end badly. While Professors Nouriel Roubini and Robert J. Shiller have become this generation’s much-heralded doomsayers, even as others made prescient predictions as early as 1994 that went unheeded.

“The sudden failure or abrupt withdrawal from trading of any of these large U.S. dealers could cause liquidity problems in the markets and could also pose risks to others, including federally insured banks and the financial system as a whole,” Charles A. Bowsher, the comptroller general, told a congressional committee after being tasked with studying a developing market known as derivatives. “In some cases intervention has and could result in a financial bailout paid for or guaranteed by taxpayers.”

But when cracks did start to emerge in 2007, many argued even then that subprime loans posed little risk to anyone beyond a few mortgage firms. “The impact on the broader economy and the financial markets of the problems in the subprime markets seems likely to be contained,” Ben S. Bernanke, the chairman of the Federal Reserve, said in testimony before Congress’s Joint Economic Committee in March 2007.

By August 2007, however, the $2 trillion subprime market had collapsed, unleashing a global contagion. Two Bear Stearns hedge funds that made major subprime bets failed, losing $1.6 billion of their investors’ money. BNP Paribas, France’s largest listed bank, briefly suspended customer withdrawals, citing an inability to properly price its book of subprime-related bonds. That was another way of saying they couldn’t find a buyer at any reasonable price.

In some ways Wall Street was undone by its own smarts, as the very complexity of mortgage-backed securities meant that almost no one was able to figure out how to price them in a declining market. (As of this writing, the experts are still struggling to figure out exactly what these assets are worth.) Without a price the market was paralyzed. And without access to capital, Wall Street simply could not function.

Bear Stearns, the weakest and most highly leveraged of the Big Five, was the first to fall. But everyone knew that even the strongest of banks could not withstand a full-blown investor panic, which meant that no one felt safe and no one was sure who else on the Street could be next.

It was this sense of utter uncertainty—the feeling Dimon expressed in his shocking list of potential casualties during his conference call—that made the crisis a once-in-a-lifetime experience for the men who ran these firms and the bureaucrats who regulated them. Until that autumn in 2008, they had only experienced contained crises. Firms and investors took their lumps and moved on. In fact, the ones who maintained their equilibrium and bet that things would soon improve were those who generally profited the most. This credit crisis was different. Wall Street and Washington had to improvise.

In retrospect, this bubble, like all bubbles, was an example of what, in his classic 1841 book, Scottish author Charles Mackay called “Extraordinary Popular Delusions and the Madness of Crowds.” Instead of giving birth to a brave new world of riskless investments, the banks actually created a risk to the entire financial system.

But this book isn’t so much about the theoretical as it is about real people, the reality behind the scenes, in New York, Washington, and overseas—in the offices, homes, and minds of the handful of people who controlled the economy’s fate—during the critical months after Monday, March 17, 2008, when JP Morgan agreed to absorb Bear Stearns and when United States government officials eventually determined that it was necessary to undertake the largest public intervention in the nation’s economic history.

For the past decade I have covered Wall Street and deal making for the New York Times and have been fortunate to do so during a period that has seen any number of remarkable developments in the American economy. But never have I witnessed such fundamental and dramatic changes in business paradigms and the spectacular self-destruction of storied institutions.

This extraordinary time has left us with a giant puzzle—a mystery, really—that still needs to be solved, so we can learn from our mistakes. This book is an effort to begin putting those pieces together.

At its core Too Big to Fail is a chronicle of failure—a failure that brought the world to its knees and raised questions about the very nature of capitalism. It is an intimate portrait of the dedicated and often baffled individuals who struggled—often at great personal sacrifice but just as often for self-preservation—to spare the world and themselves an even more calamitous outcome. It would be comforting to say that all the characters depicted in this book were able to cast aside their own concerns, whether petty or monumental, and join together to prevent the worst from happening. In some cases, they did. But as you’ll see, in making their decisions, they were not immune to the fierce rivalries and power grabs that are part of the long-established cultures on Wall Street and in Washington.

In the end, this drama is a human one, a tale about the fallibility of people who thought they themselves were too big to fail.

Chapter One

The morning air was frigid in Greenwich, Connecticut. At 5:00 a.m. on March 17, 2008, it was still dark, save for the headlights of the black Mercedes idling in the driveway, the beams illuminating patches of slush that were scattered across the lawns of the twelve-acre estate. The driver heard the stones of the walkway crackle as Richard S. Fuld Jr. shuffled out the front door and into the backseat of the car.

The Mercedes took a right onto North Street toward the winding and narrow Merritt Parkway, headed for Manhattan. Fuld stared out the window in a fog at the rows of mansions owned by Wall Street executives and hedge fund impresarios. Most of the homes had been bought for eight-figure sums and lavishly renovated during the second Gilded Age, which, unbeknownst to any of them, least of all Fuld, was about to come to a crashing halt.

Fuld caught a glimpse of his own haggard reflection in the window. The deep creases under his tired eyes formed dark half-moons, a testament to the four meager hours of sleep he had managed after his plane had landed at Westchester County Airport just before midnight. It had been a hellish seventy-two hours. Fuld, the CEO of Lehman Brothers, the fourth-largest firm on Wall Street, and his wife, Kathy, were still supposed to be in India, regaling his billionaire clients with huge plates of thali, piles of naan, and palm wine. They had planned the trip for months. To his jet-lagged body, it was 2:00 in the afternoon.

Two days earlier he had been napping in the back of his Gulfstream, parked at a military airport near New Delhi, when Kathy woke him. Henry M. Paulson, the Treasury secretary, was on the plane’s phone. From his office in Washington, D.C., some seventy-eight hundred miles away, Paulson told him that Bear Stearns, the giant investment bank, would either be sold or go bankrupt by Monday. Lehman was surely going to feel the reverberations. “You’d better get back here,” he told Fuld. Hoping to return as quickly as possible, Fuld asked Paulson if he could help him get clearance from the government to fly his plane over Russia, shaving the flight time by at least five hours. Paulson chuckled. “I can’t even get that for me,” Paulson told him.

Twenty-six hours later, with stops in Istanbul and Oslo to refuel, Fuld was back home in Greenwich.

Fuld replayed the events of the past weekend over and over again in his mind: Bear Stearns, the smallest but scrappiest of Wall Street’s Big Five investment houses, had agreed to be sold—for $2 a fucking share! And to no less than Jamie Dimon of JP Morgan Chase. On top of that, the Federal Reserve had agreed to take on up to $30 billion of losses from Bear’s worst assets to make the deal palatable to Dimon. When Fuld first heard the $2 number from his staff in New York, he thought the airplane’s phone had cut out, clipping off part of the sum.

Suddenly people were talking about a run on the bank as if it were 1929. When Fuld left for India on Thursday, there were rumors that panicky investors were refusing to trade with Bear, but he could never have imagined that its failure would be so swift. In an industry dependent on the trust of investors—investment banks are financed literally overnight by others on the assumption that they will be around the next morning—Bear’s crash raised serious questions about his own business model. And the short-sellers, those who bet that a stock will go down, not up, and then make a profit once the stock is devalued, were pouncing on every sign of weakness, like Visigoths tearing down the walls of ancient Rome. For a brief moment on the flight back, Fuld had thought about buying Bear himself. Should he? Could he? No, the situation was far too surreal.

JP Morgan’s deal for Bear Stearns was, he recognized, a lifesaver for the banking industry—and himself. Washington, he thought, was smart to have played matchmaker; the market couldn’t have sustained a blow-up of that scale. The trust—the confidence—that enabled all these banks to pass billions of dollars around to one another would have been shattered. Federal Reserve chairman Ben Bernanke, Fuld also believed, had made a wise decision to open up, for the first time, the Fed’s discount window to firms like his, giving them access to funds at the same cheap rate the government offers to big commercial banks. With this, Wall Street had a fighting chance.

Fuld knew that Lehman, as the smallest of the remaining Big Four, was clearly next on the firing line. Its stock had dropped 14.6 percent on Friday, at a point when Bear’s stock was still trading at $30 a share. Was this really happening? Back in India, a little over twenty-four hours ago, he had marveled at the glorious extent of Wall Street’s global reach, its colonization of financial markets all over the world. Was all this coming undone?

As the car made its way into the city, he rolled his thumb over the trackball on his BlackBerry as if it were a string of worry beads. The U.S. markets wouldn’t open for another four and a half hours, but he could already tell it was going to be a bad day. The Nikkei, the main Japanese index, had already fallen 3.7 percent. In Europe rumors were rampant that ING, the giant Dutch bank, would halt trading with Lehman Brothers and the other broker-dealers, the infelicitous name for firms that trade securities on their own accounts or on behalf of their customers—in other words, the transactions that made Wall Street Wall Street.

Yep, he thought, this is going to be a real shit-show.

Just as his car merged onto the West Side Highway, heading south toward Midtown Manhattan, Fuld called his longtime friend, Lehman president Joseph Gregory. It was just before 5:30 a.m., and Gregory, who lived in Lloyd Harbor, Long Island, and had long since given up on driving into the city, was about to board his helicopter for his daily commute. He loved the ease of it. His pilot would land at the West Side Heliport, then a driver would shuttle him to Lehman Brothers’ towering offices in Times Square. Door to door in under twenty minutes.

“Are you seeing this shit?” Fuld asked Gregory, referring to the carnage in the Asian markets.

While Fuld had been making his way back from India, Gregory had missed his son’s lacrosse game in Roanoke, Virginia, to spend the weekend at the office organizing the battle plan. The Securities and Exchange Commission and the Federal Reserve had sent over a half dozen goons to Lehman’s office to babysit the staff as they reviewed the firm’s positions.

Fuld was deeply worried, Gregory thought, and not without reason. But they had lived through crises before. They’d survive, he told himself. They always did.

The previous summer, when housing prices started to plummet and overextended banks cut back sharply on new lending, Fuld had proudly announced: “Do we have some stuff on the books that would be tough to get rid of? Yes. Is it going to kill us? Of course not.” The firm seemed impregnable then. For three years Lehman had made so much money that it was being mentioned in the same breath as Goldman Sachs, Wall Street’s great profit machine.

As Fuld’s Mercedes sped across a desolate Fiftieth Street, sanitation workers were hauling crowd-control barriers over to Fifth Avenue for the St. Patrick’s Day parade later that day. The car pulled into the back entrance of Lehman headquarters, an imposing glass-and-steel structure that may as well have been a personal monument to Fuld. He was, as Gregory often put it, “the franchise.” He had led Lehman through the tragedy and subsequent disruptions of 9/11, when it had had to abandon its offices across the street from the World Trade Center and work out of hotel rooms in the Sheraton, before buying this new tower from Morgan Stanley in 2001. Wrapped in giant LED television screens, the building was a bit gauche for Fuld’s taste, but with New York City’s unstoppable real estate market, it had turned into a hell of an investment, and he liked that.

The daunting thirty-first executive floor, known around the firm as “Club 31,” was nearly empty as Fuld stepped out of the elevator and walked toward his office.

After hanging his coat and jacket in the closet next to his private bathroom, he began his series of daily rituals, immediately logging on to his Bloomberg terminal and switching on CNBC. It was just after 6:00 a.m. One of his two assistants, Angela Judd or Shelby Morgan, would typically arrive in the office within the hour.