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Michael Steinberg

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Finally we get the details of the draconian American International Group (AIG) bailout: “AIG SIGNS DEFINITIVE AGREEMENT WITH FEDERAL RESERVE BANK OF NEW YORK FOR $85 BILLION CREDIT FACILITY” The deal should certainly make the Fannie Mae (FNM) and Freddie Mac (FRE) shareholders feel lucky.

Funding: The GSEs will be forced to issue up to $100B each in 10% senior preferreds (12% if in arrears) to the government to cover any negative net worth. AIG is being given an $85B credit facility charging an interest rate of 3 month LIBOR plus 8.5%. All draws are conditioned on the Federal Reserve Board of New York’s satisfaction with AIG’s corporate governance, liquidity and other factors. Proceeds from asset, debt and equity sales are required to be applied to repayment of the facility, and these mandatory repayments reduce the amount available be borrowed.

The GSE agreements are like revolvers, the Treasury senior preferreds can be paid down and reissued as necessary. Unlike the GSEs, each dollar in the AIG facility can be borrowed only once. If AIG borrows $25B and repays that amount from asset sales, the open facility would still drop to $60B.

The GSE facility concludes at the end of 2009, but the senior preferreds don’t have to be paid down when the facility ends. AIG must repay all outstanding balances when the facility ends in 24 months.

Dilution:
Both the GSEs and AIG will end up giving 79.9% of their common equity to the government upfront. The GSEs issued warrants. AIG starts by issuing preferreds (to be converted to common) that are granted the equivalent of 79.9% of voting rights and 79.9% of any common dividend. The GSEs’ conservator has the equivalent of 100% of their voting rights. The GSEs have eliminated both common and preferred dividends, while AIG only eliminated common dividends.

Fees: The GSEs' initiation fee was $1B each in senior preferreds. AIG pays a 2% initial gross commitment fee on closing, plus an annual commitment fee of 8.5% on the undrawn balance. This makes AIG’s net cost of drawing funds 3 month LIBOR, since they have to pay 8.5% whether they draw or not. It is not clear whether the basis for the annual commitment fee is reduced by mandatory repayments.

Conclusion:
Both the GSEs and AIG lose 79.9% of their common equity upfront. The GSEs' initial commitment fee is 1%, compared with 2% for AIG. The GSEs sell equity, while AIG only gets loans. The GSEs' facility is revolving, the AIG facility is not. The GSEs pay only for the funding they need, AIG pays nearly the same whether they use the entire facility or not.

My rough estimate is that the facility could cost AIG $20B over the 24 months, in addition to the 79.9% dilution. The biggest difference between the GSEs and AIG is that most of the GSEs' cost of funding is variable while most AIG’s cost of funding is fixed.

The real question for investors is which if any of these companies will return to private shareholder control? I think there is a higher probability for AIG, but recent stock market activity is showing some life in Fannie and Freddie.

Disclosures: Author is long AIG, FNM and FRE.

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This article has 18 comments:

  •  
    Assuming AIG pays off the $85 billion loan within 2 years - what happens to Treasury's 80% stake? Does it get canceled or are we to assume that the US Government is a permanent shareholder no matter what?
    2008 Sep 24 11:51 PM | Link | Reply
  •  
    Wow... prison style.
    2008 Sep 25 12:05 AM | Link | Reply
  •  
    AIG could have raised capital and sold off valuable assets, Cox is to blame for this, he is Hoover and the history books will remember him as such.
    2008 Sep 25 12:37 AM | Link | Reply
  •  
    Somebody help me out here. I'm confused by the equity dilution.

    So AIG is giving 80% of its common to the government? If so, how is giving stock to the government "dilution"? Or it's issuing 80% more stock to the government on top of it's common?

    Thanks in advance.
    2008 Sep 25 01:08 AM | Link | Reply
  •  
    I agree that FNM will benefit from the AIG rescue. I won't be surprised that FNM can reach > $ 5 within 30 days.
    2008 Sep 25 05:40 AM | Link | Reply
  •  
    Have you received any answer to this question? It's the one point I can't find anywhere.


    On Sep 24 11:51 PM aig1 wrote:

    > Assuming AIG pays off the $85 billion loan within 2 years - what
    > happens to Treasury's 80% stake? Does it get canceled or are we to
    > assume that the US Government is a permanent shareholder no matter
    > what?
    2008 Sep 25 07:05 AM | Link | Reply
  •  
    no, the equity stake does not get canceled if the loan is paid back. The ceo stated as much, that after the loan was paid back the govt would convert thier shares at that time, diluting the company..but not ending the company
    2008 Sep 25 08:04 AM | Link | Reply
  •  
    Meanwhile the warrants at a "nominal" amount have somehow disappeared into thin air. I am long AIG and was hoping to start comparing them to Chrylser on the warrants, no such luck, the facts changed...


    On Sep 25 08:04 AM chrisbax wrote:

    > no, the equity stake does not get canceled if the loan is paid back.
    > The ceo stated as much, that after the loan was paid back the govt
    > would convert thier shares at that time, diluting the company..but
    > not ending the company
    2008 Sep 25 08:21 AM | Link | Reply
  •  
    It appears the 79.9% will belong to the government to do with as they see fit. This will soon become a political issue. The government will need to sort out whether this was done fairly in comparison to the bailouts of Goldman Sachs and other companies. Seee here for a polemic on this issue.
    certainruin.blogspot.c...
    2008 Sep 26 01:04 AM | Link | Reply
  •  
    AIG has assets of 1.1 Trillion dollars....they should be able to pay back the Government in 6-0 months. The $84 Billion is only 10%-20% of the companies total value...they will survive and even flourish.

    Peace,
    Dan

    BTW: They put those shares up as collateral...If the loan is paid on time...the shares should revert to AIG.
    2008 Sep 26 01:11 AM | Link | Reply
  •  
    Aig is just getting a 2 year loan secured by collateral (79.9% of AIG shares). Its just a two year Loan @ almost 12 & interest. Period.

    The Government would get to keep the shares if AIG defaults on the loan...buy they have two years to pay it off....and I bet it gets paid off within 6 - 10 months (maybe faster).

    Then the shares have to revert back to AIG.

    The way you tell it is that the Gov charges 12% interest for a two year loan and then keeps all the collateral securing the loan.

    That does not make sense on any planet.

    Peace,
    Dan
    2008 Sep 26 01:23 AM | Link | Reply
  •  
    It seems nobody noticed one crucial and positive fact in the Loan Agreement, which is that AIG's extremely valuable and lucrative foreign subsidiaries are off-limits to the Treasury. These alone are worth well over $ 85 billion "under normal circumstances", which means that barring global financial Armageddon and the re-establishment of "normal circumstances" in 2 years' time the 20 % remaining sharehoder stake will be worth far more than the $ 1 it is worth today and, based on forward projections after repayment of the loan the 20 % stake should be worth minimum $ 10, and with unlimited upside potential in ensuing years when it could reach anywhere between $ 10 and $ 100. So at these prices AIG represents a cheap Call option with no expiry date!

    Disclosure and strategy:

    I bought a sizable stake in the $ 2.20 - 2.25 area (sold half my position at $ 4.90) and will re-purchase on any further pullback that will solidify the long term technical base. I will keep selling half the position at $ 5.00 (= below the double top) and keep the remaining half as a long term investment.

    Since I expect this extremely volatile stock to keep bouncing between $ 2 and $ 5 for the foreseeable future I expect to gain several $ 100 % gains while waiting for the stock to eventually break out.
    2008 Sep 26 02:37 AM | Link | Reply
  •  
    And here is a generally psitive article in today's Business Week, suggesting that new CEO Liddy will sell off assets at top speed to reduce the interest payment, thereby reducing the Draconian effects of the Loan. Furtermore, numerous investors are waiting on the sidelines (including the German giant Allianz with $ 1.5 trillion in assets) to obtain a chunk of AIG, which means that either its assets will come positively into play or that suitors will obtain an equity stake similar to Buffet's in GS.. Either way, AIG is solvent even today, and the upside potential is enormous:

    www.businessweek.com/m...



    2008 Sep 26 03:25 AM | Link | Reply
  •  
    2 more positive news items:

    Ex-CEO Greenberg sold 40 million shares at an average price of $ 3.77, so the fact that the price is holding above $ 3 despite a massive physical offload mens it seems to have found a floor.

    Second, "AIG may get $115 billion by selling all its units, Credit Suisse Group AG analyst Thomas Gallagher said in a Sept. 23 note. The company may need to sell more than half its businesses to repay the debt, he said.":

    www.bloomberg.com/apps...

    This means that the Credit Suise analyst thinks there's a $ 30 billion cushion even at fire-sale prices.

    Am very happy to hear contrary views (Cramer thinks AIG is worth zero!), though I believe my own opinion in this turbulent period is in fact the one that's 'contrary' ;-)




    2008 Sep 26 06:49 AM | Link | Reply
  •  
    By the way, before some people become over-exuberant at my posts, what some don't seem to have done is to have actually read the terms and conditions of the loan provided above, in which it clearly states that the Treasury is getting 79.9 % Preferred Stock, convertible into ordinary shares, in return for the loan. There is no mention of the Treasury's ceding or returning those shares once the loan is repaid. AIG will eventually belong 80 % to the Treasury and 20 % to the rest of us, so dilution should be taken into account.

    However, after dilution our 20 % equity stake will have a net worth of $ 11/share based on the Credit Suisse estimate above.

    So essentially this is a good long-term value play. (If the Treasury had been obliged to return its 80 % stake it would have represented the deal of the century at a current price of $ 3/share and a net worth above $ 50/share!!!).
    2008 Sep 26 07:09 AM | Link | Reply
  •  
    How does the Treasury retaining 79.9% of the shares if the loan is repaid even with such punitive terms represent any semblence of fairness to shareholders, outside of the fact that they are the Treasury and they can do whatever they want. Or am I missing something?
    2008 Sep 28 11:46 AM | Link | Reply
  •  
    Any idea on where the actual filing of the credit facility agreement can be found? I've checked the SEC's website, but I only found "general statements of acquisition of beneficial ownership."

    - Matt
    2008 Oct 16 02:38 PM | Link | Reply
  •  
    what do you say about it now, in March.... ?
    Mar 18 03:40 PM | Link | Reply