Part 6 part 2
After the sale of Dillon to Travelers, we put together significant Travelers financial support for our LBO business. Birkelund called me to his office to ask me if I would take the lead on marketing our LBOâs to bond buyers. This request caught me off guard, as I was confident that this was a role in which I would not be successful. I asked why he thought I was appropriate. He described my success at designing and marketing $4 billion of New York City transportation systems bonds. This was a deal that nine firms had said could not be done but that had gotten done quite successfully with Dillon Readâs leadership, making the first page of the New York Times and the financial press. I explained to John that I could sell deals that I had personally structured and which I believed to be sound credits because they were based on some fundamental wealth-creating purpose that would ensure the bond buyers were paid back. However, a lot of the LBOs flowing through Wall Street were not based on sound financial engineering and involved companies that were of dubious value. I was terrific with Dillonâs investment clients when I believed in a credit. Unless I was personally confident in the investments long-term viability, I was not effective at selling it.
John thought I was being difficult and I was amazed that he could not understand that just as fish donât fly, I did not have the ability to do a good job for the firm at this task. It was as if two parallel universes were trying to communicate and failed. One was looking to go with the flow of more and more government and corporate debt without thought for how future generations would pay back all this debt â what some of us called the debt bubble â because that was the way to win at the game of hot money profits. The other thought that money served a strategic purpose and that flipping people and companies like pancakes for quick profits was risky business.
Things came to a head when I arrived at the weekly banking meeting of the Dillon Read partners one morning in 1988 and listened to Steve Fenster, one of the partners who had joined us in 1987 from Lehman Brothers with an interim stint at Chase, make his presentation on why Dillonâs LBO group should take the second position behind First Boston in the Campeau hostile takeover of the Federated Department Stores.[27] During his presentation, Fenster, later a professor at the Harvard Business School, presented a âsources and uses of fundsâ statement. This is a statement that estimates where the money is coming from to buy the company and how it will be spent and in what amounts. Steve described a significant source of funds would come from âproductivity improvementsâ â a portion of what was needed to fund the cost of hundreds of millions for golden parachutes for senior management and fees for lawyers and investment bankers.
The âproductivity improvementsâ were the increased profits to be generated by middle management over many years â all without partaking of the hundreds of millions pork fest enjoyed up front by senior management and Wall Street. We would get rich and get out up front. The guys in the trenches would work like dogs for years for scraps if the deal were to work. I was stunned. I asked Steve why in the world middle management would stick around and spend years working to generate increased profits without adequate incentives. After all, these financials would be disclosed in SEC filings. The companiesâ middle managers would read the proxy and could âwalk with their feet.â This meant the company would fail.
If the company failed before we sold new bonds, the Travelers bridge line that we were using would lose millions. If it failed after we sold the bonds, our customers who bought the bonds would get left holding the bag. Fenster looked at me in disgust and said something to the effect of âwe will be out in December,â meaning if the deal tanks it will be someone elseâs problem. I responded "Steve, our bond buyers wonât be,â meaning that Dillon would be selling the securities to pension and mutual funds and other bond buyers who would then take what could be millions in losses. By this time, Brady had left for Washington and Birkelund was now in command of the firm. Birkelund was trying to build a fortune. Nick had one to protect. It struck me that the balance that the Brady-Birkelund partnership had somehow managed to strike between playing to win in the hot money game and not putting Bradyâs personal reputation at risk was gone. Dillon anticipated significant fees and Fenster and the partners around the table were hungry for the quick bucks of big year-end bonuses.
That was when I decided that we might be losing sight of the line between financial engineering and financial fraud. I left the boardroom and headed downstairs to make a call to Washington, D.C. There was nothing else to learn at Dillon Read. It was time to go â I was too much a member of the old school. Other firms had indicated an interest in recruiting me. However, I had promised Nick I would institutionalize my clients and not strip the business from the firm. The way to continue to do that was to join the incoming Bush Administration in Washington, D.C. The corruption was bad, a crash was coming and Washington would lead the clean up. Besides, the corruption was being engineered in part through Washington. I wanted to understand how the economy and markets really worked. It was long my dream to find ways that investors could profit from activities which increased human and environmental safety and wealth. I needed to understand how the federal government and credit worked.
When the Federated Department Stores declared bankruptcy on January 15, 1990 as a result of their takeover by Campeau using an unsound financial structure, Dillon Read, Travelers and Dillonâs bond buyers were left holding millions of badly discounted securities. By that time, I was Assistant Secretary of Housing-FHA Commissioner at HUD managing billions of defaulted mortgages and coordinating with the group at the Resolution Trust Corporation who were managing billions of defaulted savings and loan (S&L) mortgages. While Birkelund and Fenster were explaining the Campeau-Federated defaults to Travelers, I was learning why Oliver North allegedly referred to HUD as âthe candy store of covert revenues.â[28] It took years of cleaning up the mortgage mess to understand that this homebuilding and mortgage fraud was an integral part of the National Security Councilâs shenanigans during Iran-Contra and a U.S. federal debt that was growing at alarming rates.
http://dunwalke.com/6_A_Parting_of_the_Ways.htm
Go read it. It gets better from there.