Capitol Hill’s favorite banker keeps turning lead into gold.
Late Friday JP Morgan (JPM) signed a settlement offer with Washington Mutual's (WAMUQ.PK) bankrupt holding company that will, in essence, pay JP Morgan to purchase it.
In September 2008, JP Morgan paid the FDIC $1.9 billion for the 200 year old thrift which, according to its last annual filing, boasted $323 billion in assets and over 2,200 branches. Immediately after being seized WaMu's holding company declared bankruptcy and journeyed to court in order to fight over assets in which to pay creditors.
In its early chapter eleven filings WaMu’s parent company listed over $32 billion in assets and $8 billion in liabilities. Unfortunately most of those assets never materialized. Now after eighteen months of legal wrangling, WaMu's bondholders have decided to throw in the towel.
In the settlement offer WaMu will relinquish all claims against JP Morgan and the FDIC. In return WaMu will be allowed to keep a $3.9 billion dollar deposit it held in its own bank. Most of the $3.9 billion deposit was generated from the sale of preferred securities in 2006 and 2007. Additionally WaMu will be allowed to keep $1.8 to $2.0 billion of its own tax return created from huge losses in 2008. The rest of the projected $5.6 billion return will be split between the FDIC and JP Morgan.
According to the settlement terms JP Morgan will receive $5 billion in HELOC backed securities valued on the open market at 60% of par, $193 million in Visa class B securities, $2.1 billion in cash, and a $20 million wind farm, all from WaMu. Given the initial purchase price of WaMu for $1.9 billion in 2008, these additional assets received means that JP Morgan will pay a negative $3.4 billion for their purchase of the bank.
The loss of these assets will heavily impact WaMu's balance sheet which now stands to make only the bondholders whole, according to the settlement's disclosure statement. Currently senior WaMu holding company debt trades at 106 cents on the dollar.
Under the terms of the settlement WaMu shareholders will receive nothing.
In the disclosure statement WaMu's attorneys stated that the proposed settlement will net the most for all creditors and that further legal dispute would only financially harm the estate. This comes in stark contrast to prior statements by WaMu's equity counsel that a protracted legal battle with JP Morgan and the FDIC may have returned up to $20 billion to the estate.
Currently the settlement is awaiting the approval of the FDIC, Washington Mutual bank bondholders, WaMu unsecured creditors, WaMu preferred shareholders, and the bankruptcy judge. An incomplete plan of reorganization was also filed on Friday along with the disclosure statement. The incomplete POR lacks a balance sheet meaning that WaMu’s unsecured creditors are left only to guess at what they may eventually recover, if anything.
Despite the negative purchase price, Jamie Dimon, CEO of JP Morgan has indicated that the purchase of WaMu could have been closed for less, much less. In July 2009 he stated that JP Morgan “could have bought WaMu for a dollar” because of the projected losses that would have been taken on the deal.
The losses never materialized. In May 2009, JP Morgan wrote up its WaMu loan portfolio by $25 billion.
Had the $1 purchase price gone through JP Morgan would have eventually been paid $5.1 billion by WaMu and the FDIC to assume the bank.
While the deal may be good for JP Morgan, former WaMu customers are not so fortunate. Nationally many WaMu Providian credit card customers have since experienced dramatic rate increases. In Oregon, WaMu checking clients report that deposits are being held for fourteen days prior to being accredited to accounts. This abnormally long waiting period means that many checking customers are now being hit by multiple $35-a-peice overdraft charges for having insufficient funds. In northern California, out-the-door waiting lines for teller service at one branch sparked verbal outrage and multiple client threats to move deposits to a community bank branch. The branch responded after twenty minutes by temporarily adding a teller.
Meanwhile FDIC chairwoman Sheila Bair is continuing to push for additional powers that would allow the FDIC to not only shutter banks but their holding companies. This authority would allow for the FDIC to avoid future conflicts when it closes a bank but is unable to force a holding company to capitulate, as is in the case with WaMu. It has come under scrutiny after internal JP Morgan e-mails and PowerPoint presentations revealed that as early as March 2008 regulators were in negotiations with JP Morgan on the closure of Washington Mutual, termed “Project West”, six months prior to the bank’s seizure.
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Disclosure: Author holds a long position in WAMUQ.PK (pre-seizure).