How to recapitalize: the Semi-Swedish Solution

So, you don’t want to nationalize all the bad banks, and neither does Megan McCardle. After all, America is not Sweden, we’re heterogeneous and fractious and really gosh-darn big. American politics are nasty, brutish, and interminable — no way to run a lemonade stand let alone a bank. Okay.

Unfortunately, the private sector approach to reorganizing and recapitalizing banks, forced debt-to-equity conversions, is too harsh on creditors. Yes, it is the free-market solution, and it’s what we normally do (via the bankruptcy process) when firms are viable but undercapitalized. But, we are afraid of hurting lenders at a moment where credit markets are wobbly and a strike by lenders could be catastrophic. Okay.

Maybe these are two great tastes that taste great together. What if both the state and junior creditors could took equity stakes in reorganized firms, fifty-fifty. The former creditors would run the place without government interference, isolating management from politics and diminishing concerns of creeping socialism. Taxpayers would enjoy the upside as passive investors in ordinary, profit-maximizing businesses, and would buy shares at a bargain price (book value after very aggressive write-downs have been taken). Some creditors would still have to endure the indignity of being converted to equity, but the amount of debt that would have to convert would be cut in half (approximately), giving converted debtors a lot of capitalization bang for their buck. Junior creditors would go from owning very dodgy debt to relatively safe shares, and more senior creditors would see the value of their positions spike and stabilize as solvency concerns abate.

Here’s how this would work:

  1. Regulators would go over bank balance sheets, and come up with a very conservative account of their assets. Nothing would be carried at more than market, in-quantity bids. That’s a fire sale price? Too bad. There’s no market bid at all? That’s a zero then.

  2. Any bank that is undercapitalized on this basis, that is beneath the regulatory thresholds for an adequately capitalized bank, is insolvent. Equityholders, common and preferred, are wiped out. Sorry, Charlie. You levered up, you bought crap, you lost. That’s how it goes. I love the smell of capitalism in the morning.

  3. We choose a “well capitalized” leverage ratio, and that will tell us how much debt we’ll need to convert to equity. Here are the formulas, if I’ve got my algebra right:

    government_equity = converted_equity =
       (total_assets / (2 * target_leverage - 1))
    reqired_conversion = converted_equity - old_book_equity

    …where old_book_equity is the book value (a negative number) of the now wiped old equity.

  4. We define two classes of stock, one voting and one nonvoting but convertible to the voting shares, each with a par value of $1. The government puchases its share, by purchasing government_equity shares of the nonvoting stock at par. The government is forbidden from exercising the conversion option.

    The required amount of debt is converted to converted_equity shares of voting stock, which is distributed to creditors pro rata based on the amount of equity converted. (Equivalently, a conversion rate of required_conversion / converted_equity is established.)

  5. The firm would have the option of paying unsecured contingent liabilities that arise from contracts entered into prior to the reorganization in stock at the conversion rate established for other creditors. This has the effect of placing undercollateralized derivative counterparties where they belong, in the same boat as the most junior creditors of the firm. It’s also good from a “moral hazard” perspective — we really, really want people to take counterparty risk seriously in whatever OTC derivaties market survives this episode, but we don’t want to wipe out existing counterparties and set-off a cascade or meltdown. Counterparties to reorganized firms would take a haircut, and salutary uncertainty would be introduced in valuation schemes that too often begin by assuming away counterparty risk.

  6. If a firm is so profoundly insolvent that, even with the government capital infusion, the required debt-to-equity conversions would have to hit depositors (at banks) or claims on assets held on behalf of clients (e.g. stocks held for clients by brokerages), then the firms should be liquidated, with the government honoring FDIC and SIPC guarantees. If any such firms are systemically important, they’d have to be nationalized outright, like AIG. Half-measures can’t save such firms. (Thanks to Winterspeak for pointing out this issue.)

The aggressiveness of the writedowns in Step 1 is the core protection for taxpayers in this plan. If that’s watered down, this could become a taxpayer subsidy to converted creditors. Also, to protect taxpayers, creditors should never be able to purchase shares more cheaply than the government. Under the formulas above, that would happen when the book equity of the reorganized firm is positive, but less than regulatory capitalization thresholds. In this case, the new owners effectively get a subsidy, a wealth transfer from old equityholders, during the reorganization. This subsidy should be shared by converted creditors and the government. The formulas above allocate old book equity to converted creditors, to ensure that creditors rather than taxpayers bear prereorganization losses, and would have to be modified when old book equity is positive:

government_cash_infusion =
   (total_assets - (old_equity * target_leverage)) /
   (2 * target_leverage - 1)
government_equity = converted_equity =
   (total_assets + government_cash_infusion) /
   (target_leverage * 2)
reqired_conversion = converted_equity - (0.5) * old_book_equity

…and the government would buy shares at the same conversion rate paid by creditors, rather than at par.

Update History:
  • 30-Sept-2008, 2:20 p.m. EDT: Replaced an “and” with “as”, ‘cuz that’s what i meant.
  • 30-Sept-2008, 2:45 p.m. EDT: “abated” to “abate”

11 Responses to “How to recapitalize: the Semi-Swedish Solution”

  1. Benign Brodwicz writes:

    In the spirit of keeping it simple and hewing to the tried and true (from Roubini’s site):

    The RTC or the RFC: Taxpayers as Involuntary Equity Investors

    Alex Pollock and John H. Makin | Sep 30, 2008

    Do we need a “new RTC” as the U.S. Treasury is proposing—or something else? We believe that an alternative framework is needed. Its key elements should be two: recognition of systemic risk embedded in the illiquidity of mortgage-backed securities and capture of the upside of a rescue for taxpayers, not for banks and (former) investment banks that created the bubble.

    Let’s set some context. The United States now presents a striking case of the recurring debate about governments using public money to offset the losses of financial firms in the name of financial and social stability. The debate goes back at least to 1802, when Henry Thornton (The Nature and Effects of the Paper Credit of Great Britain) clearly discussed the “moral hazard” and “systemic risk,” as we now call them, so prominently involved. At the end of the last big U.S. bust, in 1989-91, Americans seemed relieved to have the government “resolve” things by presenting the bill for the cost of its deposit guarantees to the taxpayers. The Japanese in the 1990s developed the same attitude, as have many others before and since.

    Financial systems involve an uncomfortable combination of the public’s desire to have short-term assets, including deposits, which are effectively riskless. But these instruments fund businesses which are inherently quite risky and subject to recurring losses greater than anyone ever imagines. The combination of riskless funding with risky businesses is in fact impossible. Governments are therefore periodically put in the position of desperately wanting to transfer losses from the banks to the public—as once again today.

    These transfers effectively make the taxpayers into involuntary equity investors. How do we give them fair treatment as investors?

    The Treasury’s proposal to Congress to allow the purchase of mortgage-backed securities directly from banks, investment banks, and insurance companies will not give taxpayers a stake in the systemic benefits that will result from a solution to the banks’ unique, incipient solvency problem. Currently, “private label” mortgage securities are challenging, if not impossible, to value. Their holders refuse to sell them at offer prices that would clear the market because such prices would raise questions about the solvency of many financial institutions that own much of the $15 trillion of U.S. residential and commercial mortgages outstanding. The liquidity problems faced by the financial sector create an incipient solvency problem because if all holders of mortgage-backed securities need to sell/liquefy them, their value would collapse and create an explicit solvency problem. But, electing to hold on to mortgage securities in the hope of receiving a better price in the future requires financing the holdings. With house prices continuing to fall, the cost of financing has risen sharply and, in some cases, has become unavailable at any price. The result has been acute distress and, in some instances, outright failure—as in the case of Lehman Brothers—or the need for a firm to sell itself to a large bank—as in the case of Merrill Lynch’s absorption by the Bank of America. As the plight of these institutions threatened Morgan Stanley and Goldman Sachs, systemic panic set in, and Paulson and Bernanke had to go hat-in-hand, up to Capitol Hill for some real money—upwards of $700 billion.

    Moving ahead, if the Treasury offers too much for the distressed mortgage-backed securities—MBS—owned by banks and others, the cost of the bailout will skyrocket. It could become counterproductive if the prospect of another $700 billion-plus in Treasury borrowing pushes interest rates higher. If offer prices are too low—far below current optimistic values being placed on MBS by their owners—solvency risks will remain.

    A better model for a fair solution to the incipient solvency problem is the Reconstruction Finance Corporation, or RFC, of the 1930s. This was one of the most powerful and effective of the agencies created to cope with the greatest U.S. financial crisis ever. When financial losses have been so great as to run through bank capital, when waiting and hoping have not succeeded, when uncertainty is extreme and risk premia therefore elevated, what the firms involved need is not more debt, but more equity capital.

    Consider the approaches available to a government to address a financial crisis. First, there is delay in recognizing losses while issuing assurances (e.g. “the subprime problems are contained”). Then there is the central bank as liquidity provider or lender of last resort, which however freely lending, is by definition providing short-term debt, not equity. There is an RTC, a master liquidator. But when the capital is gone, something different is needed: an emergency provider of new equity capital, as was the RFC.

    It is little realized today what a huge operation the RFC was. Its total investments in American companies, mostly financial institutions, were $50 billion. Adjusted for the change in the CPI since 1933, this is about $800 billion; adjusted for the growth in nominal GDP, it would be about $12 trillion. The most important element of RFC operations to address the nationwide banking collapse was the ability of the RFC to invest in equity capital in the form of preferred stock. More than 6,000 financial institutions, including many of the principal banks of the day, were the recipients of RFC investments.

    The basic pattern of RFC operations, as described by its head, Jesse Jones, in his instructive memoirs, Fifty Billion Dollars: My Thirteen Years With the RFC, consisted of four principal steps:

    1. Write down the bad assets to realistic economic values, and consequently write off book equity.

    2. Make a judgment about the character and capacity of management and make any appropriate management changes.

    3. Based on realistic asset values and capable management, have the RFC buy new equity in the bank in the form of redeemable, dividend-paying preferred stock.

    4. Receive dividends and ultimately the par value of the preferred stock back, as the bank returns to profitability and recapitalizes in the private market over time.

    In fact, this proved to be a successful crisis model. On the RFC model, the public, instead of only providing subsidies, makes equity investments which have an expected return. Indeed, one important improvement on the RFC model should be that the public deserves greater equity upside potential. The government’s preferred stock should be combined with warrants on the common shares of the recapitalized firms, as in Chrysler bailout, which resulted in significant profit to the government. This structure might provide attractive outcomes for the taxpayer-investors, as the crisis passes and growth in time resumes.

    The economic historian Charles Kindleberger observed that over the last four centuries, banking crises occur on average about once every ten years. Some can be bridged by provision of central bank liquidity, but the worst cases involve severe asset deflation and destruction of financial system capital. They need something different: the emergency provision of new equity as a bridge to private recapitalization when normal financial functioning is restored—in other words, the RFC strategy. This is entirely different from the RTC concept.

    Congress should consider the RFC, not the RTC, as the most relevant model for our current exigencies.

  2. PJ writes:

    It’s a great idea in theory. The only problem is, well, congress. Once you let those folks buy something they WILL want to play with their toys. And once they start wanting to do that things will probably go downhill.

    Other than that little problem, it’s a decent idea, though it’s still a bit socialist for me.

  3. RueTheDay writes:

    Has anyone seen the “new plan” that the Senate will vote on tomorrow?

    Same as the old plan, with two new additions:

    1. Raise the FDIC cap on insured bank deposits from $100k to $250k.

    2. A “Mental Health Parity” provision, which would require health insurance companies to cover mental illness at parity with physical illness. [I’m not making this up]

    Oh yeah, and they’ve attached the whole thing to a bill that covers renewable energy tax incentives.


  4. eurolander writes:

    Take a look at this post: hidden_secret_of_the_financial_crisis.html

    I couldn’t agree more with it. This is not about how to recapitalize financial institutions. Any company can run with negative equity as long it has enough liquidity /cash-flow. Besides, what’s a well capitalized bank? You make the rules, you can change them, as some comments in this same blog are proposing. On the other hand, the fall of Lehman may prove a fatal misstep. Investors all around the world are running scared. Now the US government tries to reassure anybody that any debt will be honored. And it will. But many ordinary people are becoming alarmed at the way the goverment solves all the problems: printing more debt. A 3-month T-bill that yields 0 is the perfect substitute for a fed note: it cannot default; it yields nothing. In my book, this is running the printing press. By the way, the so-much-debated Fed balance sheet constraint proved to be what some were afraid it was: just an accounting entry.

  5. Tyler Cowen in your first link says, “I haven’t seen a good response.” to his point 2. Below is my response. Please let me know what you think:

    Miller-Modligliani is about fair market prices (in a well functioning market). The government would not be paying the fair market price for these securities anyway if they want this program to work. They are worth too little — in their real, fair market value, not just their fire sale value. It would too likely inject too little capital to prevent a severe liquidity crunch and recession.

    It’s not like these securities are worth $10, and that’s what the government would pay, but when you add warrants that are worth $2, now the government will just have to pay $2 more, and so it gets them nowhere. The government was never going to pay $10 for these securities in the first place if they don’t want to risk a severe recession. It won’t inject enough capital. They were going to pay something like $15 for securities that were only worth $10. If you add the $2 of warrants it’s better because the firms still get the $15 of capital that’s necessary, but at least the government would now get $12 of value in return instead of just $10 — It cuts down on how much the tax payers are giving away to the current managers and shareholders.

    Like Krugman, et. al., I think the best thing would be just that the government buys (takes over) these companies for what they’re really worth — little or nothing — then they inject the funds, buy the toxic securities, etc., and then sells the companies back to private buyers for a far higher price. This way the tax payers get the whole benefit of the huge cash injection, rather than the existing shareholders and managers.

  6. Benign Brodwicz writes:

    I will morally hazard a guess that this bill, conceived in haste and panic, when national confidence levels are at their lowest since the early ‘Eighties, will prolong the crisis because it doesn’t recapitalize the banks adequately.

    The last time major policy was made in this panicked atmosphere in the early ‘Eighties it was the Reagan supply-side (i.e., for rich people) tax cuts, that led America down the federal primrose path of ballooning debt addiction that consumers soon followed. So we reap the fruits of the Republicans’ supply side economics, which have led us from being the biggest creditor in the world to the biggest banana republic.

    The economy is not of the “edge of the abyss.” If it were, the yield curve would be steeply inverted. The economics professors don’t do forecasting well, but they sure jumped on the “be very afraid” bandwagon like good little Wall Street cheerleaders.

    With another week, we could have done the right thing. We could have actually learned from the Depression experience.

    Sorry, Steve, I had to tell someone.

  7. h2odragon writes:

    WTF is this? a reasonable, rational, well-thought out plan? Subversion! Please make yourself available for re-neducation at the nearest correctional facility (aka “bar”) ASAP.

    Seriously, I don’t quite buy the “sky is falling” “Greater Depression” rhetoric, but even if all the economic noise is nothing but propaganda, the real effects have begun: my liquor store was have technical problems accepting credit cards today, and selling only for cash. It was nice how they explained the unplugged phone cord to the CC terminal as “that’s not an important wire, it’s your card”

    As for your recapitalization efforts: who do we get to lynch? The effectiveness or relevance of your proposal pales before the primary consideration of who we blame. There aren’t enough muslims close enough to your average American for them to be good targets, the Old White Guys are too common … We need blood in the streets for catharsis, so whose shall it be?

  8. Some banks will fail despite the bailout and we will have to nationalize them anyway.

    The real problem with semi-Swedish approach is that is does not deal with the interconnected web of risk that exists apart from the debt that you suggest gets wiped out.

    I refer to; of course, the credit default swaps (CDS) that the big banks, brokers and insurance companies issued to protect other banks. Some $62 trillion of debt is covered by CDS. If one fails the risk reverts to the original holder (who bought the CDS) that instant risk blows a whole in their balance sheet and it fails. And so on, and so on… Banks from Germany to Switzerland to Ireland to the good ‘ol USA will collapse like an imploded building.

    Simple, 1 Page Commercial Mortgage Application; Online at:

  9. Some interesting issues you might want to think about regarding the crisis in general, that I have seen relatively little discussed, are the Lemmons problem with the packages of toxic mortgages, the resulting liquidity discount, and the principle-agent problem resulting from the issuer of these mortgages being different and distant from the holders. I have a recent post on all of this.

  10. Benign Brodwicz writes:

    As predicted, we now have all the central bankers in the world blowing out all the stops at the same time….


  11. Mel- writes:

    OK, most of this stuff is over my head… but what about letting us ordinary taxpayers take a crack at it as if it were ordinary stock?? Why not set it up so that I can buy shares through my brokerage? (USAA). Still good old fashioned capitalism… (and Steven, i know you like that smell!)

    I am willing to buy now and I am willing to commit NOT to sell for a period of time as well…

    dividends? automatically reinvested? tax break for investing in US?