Prof. Jayanth R. Varma’s Financial Markets Blog

A blog on financial markets and their regulation

Why would a manufacturer finance a bank’s capital expenditure?

Usually a manufacturing company goes to a bank to finance its capital expenditure. But last month witnessed a deal where the US manufacturing giant GE stepped forward to finance the capital expenditure of one of the largest banks in the world – JPMorgan Chase – when the latter decided to buy 1.4 million LED bulbs to replace the lighting across 5,000 branches in the world’s largest single-order LED installation to date.

As a finance person, the first explanation that I looked at was the credit rating. GE lost its much vaunted AAA rating during the Global Financial crisis, but based on S&P long term unsecured ratings, GE’s AA+ rating is full five notches above JPMorgan Chase’ A- rating. Based on Moodys ratings, the gap is only two notches. Averaging the two and taking into account S&P’s negative outlook on GE, we could say that GE enjoys a rating that is a full letter grade (three notches) above JPMorgan. So perhaps, it makes sense for the manufacturer to finance the bank.

Another possible explanation is that trade credit has a set of advantages that are not fully understood. Some of the alleged advantages of trade credit (like the idea that a business relationship leads to superior information on credit worthiness) strain credulity when the recipient of the credit is one of the largest banks in the world with hundreds of publicly traded bonds outstanding. Similarly, the idea that vendor financing is a superior form of performance guarantee is hard to believe when the vendor is a manufacturing giant with such a high reputation and credit rating.

In a Slate story, Daniel Gross explained the logic in terms of the inefficiency and inertia of corporate bureaucracies:

The second barrier – “the capital barrier,” as Irick call it – is more difficult to surmount. The economics of buying and installing them can be a challenge to corporate bureaucrats. Companies often produce multiyear budgets well in advance. Going LED means spending a lot of money in a single year to buy and install them, make sure they work, and dispose of the old ones. And it is difficult even for a company like Chase to make a decision quickly to write a check to buy 1.4 million new light bulbs and pay for their installation. GE, of course, has a long track record of helping to finance customers’ purchases of its capital goods, structuring payments over a period of years rather than upfront.

That perhaps makes more sense than any of the finance theory arguments.

Random Justice

Voltaire wrote that “His Sacred Majesty Chance Decides Everything”. Neustadter comes to a similar conclusion in a fascinating paper entitled “Randomly Distributed Trial Court Justice: A Case Study and Siren from the Consumer Bankruptcy World” (h/t Credit Slips):

Between February 24, 2010 and April 23, 2012, Heritage Pacific Financial, L.L.C. (‘Heritage’), a debt buyer, mass produced and filed 218 essentially identical adversary proceedings in California bankruptcy courts against makers of promissory notes who had filed Chapter 7 or Chapter 13 bankruptcy petitions. Each complaint alleged Heritage’s acquisition of the notes in the secondary market and alleged the outstanding obligations on the notes to be nondischargeable under the Bankruptcy Code’s fraud exception to the bankruptcy discharge. …

Because the proceedings were essentially identical, they offer a rare laboratory for testing the extent to which our entry-level justice system measures up to our aspirations for ‘Equal Justice Under Law.’ …

The results in the Heritage adversary proceedings evidence a stunning and unacceptable level of randomly distributed justice at the trial court level, generated as much by the idiosyncratic behaviors of judges, lawyers, and parties as by even handed application of law …

Neustadter summarizes the outcome of these proceedings as follows (Table 1, page 20):

Recovery by Heritage Filed Settlement Agreements Heritage Requests Dismissal Dismissal for Other Reasons Default Judgments Summary Judgments Trials
Zero 49 26 12 N/A 4 3
Positive 103 ($1m) N/A N/A 10 ($0.9m) 1 ($0.06m) 2 ($0.2m)

I remember reading Max Weber’s Economy and Society decades ago and being fascinated by his argument that legal rights only increase the probability of certain outcomes (incidentally, Weber obtained a doctorate in law before becoming an economist and sociologist). Weber believed that the function of law in a modern economy was to make things more predictable, but by this also he only meant that probabilities could be attached to outcomes. I resisted Weber’s argument at that time, but over the course of time, I have come around to accepting them. In fact, I now think that it is only the conceit of false knowledge that leads to a belief that certainty is possible.

A greater degree of acceptance of randomness would make litigation a lot more efficient. In my view of things, a judge should be required to set a time limit for the amount of time to be devoted to a particular dispute (depending on the importance of the dispute). When that time has been spent, the judge should be able to say that he thinks there is say a 40% probability that the plaintiff is right and a 60% chance that the defendant is right. He should then draw a random number between 0 and 1; if the number that is drawn is less than 0.4, he should rule for the plaintiff, otherwise for the defendant. All litigation could be resolved in a time bound manner by this method. Even greater efficiency is possible by the use of the concepts of Expected Value of Perfect Information and Expected Value of Sample Information to decide when to terminate the hearings and proceed to drawing the random numbers. If an appeal process is desired, then of course the draw of the random number could be postponed until the appeal process is exhausted and the final value of the probability determined. In a blog post a couple of months ago, I have discussed cryptographic techniques to draw the random number in a completely transparent and non manipulable manner.

In my experience, there is enormous resistance to deciding anything by a draw of lots or other randomization technique though I believe that it is the most rational way of decision making. Instead society creates very complex mechanisms that lead effectively to a process of randomization based on which judge gets to hear the matter and what procedural or substantive legal provisions the judge or the lawyer is aware of. In fact, one way of making sense of the bewildering complexity of modern law is that it is just a very costly way of achieving randomization – if the law is too complex to be remembered by any individual, then what provision is remembered and applied is a matter of chance. That is how I interpret Neustadter’s findings.

In case you are wondering why I am discussing all this in a finance blog, let me remind you that the litigation in question was about recovery of defaulted debt and that is definitely a finance topic.

Bangladesh Bank hacking is yet another wake up call

A year ago, I blogged about the Carbanak hacking and thought that it was a wake up call for financial organizations to improve their internal systems and processes to protect themselves from patient hackers. The alleged patient hacking reported this week at the central bank of Bangladesh shows that the lessons have not been learned. There is too much of silo thinking in large organizations – cyber security is still thought to be the responsibility of some computer professionals. The reality is that security has to be designed into all systems and processes in the entire organization. Institutions like central banks that control vast amounts of money need to defend in depth at all levels of the organization. Physical security, hardware security, software security and robust internal systems and processes all contribute to a culture of security in the whole organization. In my experience, even senior management at large banking and financial organizations have a highly complacent attitude towards security that makes the organization highly vulnerable to a patient and determined hacker.

For example, there is no reason not to have a dedicated terminal for large (say $100 million) SWIFT transactions. Cues like dedicated hardware tends to make humans more alert to security considerations. In the paper world, we went to great lengths to institutionalize such cues. For example, the law on cheques permits cheques to be written on plain paper (the law only says “instrument in writing”), but in practice it was always written on special security paper. The importance of keeping blank security paper under lock and key was drilled into every person who worked in a bank from the chairman to the messenger boy. I have yet to see any similar attempt to inculcate a culture of computer security in any bank.

Investment Banks and IPO Pricing Power

Krigman and Wendy have an interesting paper on how issuers pay for their investment banks’ past mistakes. Their conclusions are based on the IPOs that came to market after the the botched Facebook IPO of 2012 in which the stock fell below the IPO price and the investment banks had to buy shares in the market to stabilize the price. IPOs after this event were underpriced by an average of 20% compared to only 11% prior to the Facebook IPO. More interestingly:

We show that the entire increase in underpricing is concentrated in the IPOs of the Facebook lead underwriters. We find no statistical difference in underpricing pre and post-Facebook for non-Facebook underwriters. We argue that investment bank loyalty to their institutional investor client based propelled the Facebook underwriters to increase underpricing to compensate for the perceived losses on Facebook.

“Loyalty to investor client” sounds very nice in a scandal dominated era where we have to come to believe that bankers have no loyalty to anybody. Yet, it must be remembered that the alleged generosity to investor clients did not come out of the bankers’ profits; it came out of the pockets of another bunch of clients – the issuers. This raises a very disturbing question: what gives them the pricing power to underprice issues relative to what their competitors were doing? The first possibility that came to my mind is that these were deals that the bankers had already won and it was difficult for the clients to change their lead banks after they had already been chosen. However, the data seem to show that the effect lasted more than a year, and moreover there was a 41 day period following Facebook during which there were no IPOs at all. The other possibility is that this is not a competitive market at all and the investment banks have a lot of market power. Chen and Ritter wrote a famous paper about this at the turn of the century (“The seven percent solution.” The Journal of Finance 55.3 (2000): 1105-1131).

Were most crisis era bank acquisitions failures?

JPMorgan Chairman Jamie Dimon states in a Bloomberg interview that he now regards JPMorgan’s acquisition of Bear Stearns and of Washington Mutual during the global financial crisis as “mistakes”. I used to think that these were among the better deals in the whole lot of crisis era acquisitions which include such monumental disasters as Bank of America’s acquisition of Countrywide or Lloyds’ acquisition of HBOS. But Dimon says that the Bear Stearns purchase ended up costing JPMorgan $20 billion while if I remember right the headline acquisition cost was only a little over $1 billion (and that after Dimon raised the price per share from $2 to $10). If even JPMorgan’s relatively good deals ended up being big mistakes, then I wonder whether the only sound crisis era banking acquisition might be Wells Fargo’s acquisition of Wachovia. Of course, the very best deals were Warren Buffet’s minority stakes in Goldman Sachs and GE, but these do not count as acquisitions. On a purely accounting basis, the US government did make money on many of its rescue deals, but this accounting does not include the hidden costs that contribute heavily to the $20 billion price tag that Dimon now puts on the Bear deal. What all this means is that even at the depths of the global financial crisis, it would have made a lot of sense to heed the good old advice not to try to catch a falling knife.

In the sister blog and on Twitter during December 2015 and January 2016

The following posts appeared on the sister blog (on Computing) during the last
two months.

Tweets during the last two months (other than blog post tweets):

Does Regulation Crowd out Private Ordering and Reputational Capital?

The crowdfunding portal Kickstarter commissioned an investigative journalist to write a report on the failure of Zano which had raised $3.5 million on that platform, and the report has now been published on Medium. I loved reading this report for the quality of the information and the balance in the conclusions. It left me thinking why London’s AIM market never published something similar on many of the failures among the companies listed there, or why NASDAQ never commissioned something like this after the dotcom bust, or why the Indian exchanges never did anything like this about the vanishing companies of the mid 1990s.

Is it because these highly regulated exchanges are protected by a regulatory monopoly and they can safely leave this kind of thankless job to their regulators? Or are they worried that an honest investigative report might be used against them because of the regulatory burden that they face? Does regulation have the side effect of crowding out the private ordering that emerges in the absence of regulation? Does regulation weaken reputational incentives?

In the context of crowdfunding, the reputational incentives and private ordering are well described in Schwartz’ paper on “The Digital Shareholder”:

These intermediaries [funding portals] want investors to have a good experience so they will return to invest again on their website, making them sensitive to a reputation feedback system. A funding portal with lots of poorly rated companies will find it difficult to attract future users to its site. Importantly, this appears to be an effective constraint for existing reward crowdfunding sites, such as Indiegogo, which take care to avoid having their markets overrun by malfeasance.

It is true that regulation does have positive effects, but the challenge in framing regulations is to avoid weakening private ordering.

Whom do you bail out with your reserves?

Countries build up reserves in good times for many reasons including depressing the value of the exchange rate. The real proof of the pudding comes in bad times when the government needs to decide who should be bailed out, and who should be allowed to fail.

There have been two archetypes for this decision making. In the old Latin American model, the klepocratic elite was allowed to take its money out and everybody else was hung out to dry. The East Asian model (both in 1998 and 2008) was largely to bail out the banks (but not necessarily their owners) and to let the corporate sector go bust. Russia in 2008 followed a middle path: they bailed out the oligarchs till the reserves fell to uncomfortable levels, and then conserved the remaining reserves to protect the banking system.

The interesting question is which model is China following. The anti corruption campaign might suggest that China is following the East Asian path of forcing losses on the elite. But the scale of capital flight suggests a different interpretation: the anti corruption campaign is sending a signal to the klepocrats to take their money out of China before it is too late. Whatever the intentions might have been, China might end up in practice much closer to the Russian model. Maybe half the reserves will be used to allow the elite to unwind their carry trades and take their money out of the country. The remaining half would still be sufficient to stabilise the economy at a depreciated exchange rate.

CNBC Interview on Mutual Funds

I was interviewed on CNBC last week for their show The Firm on recent changes made by the Securities and Exchange Board of India (SEBI) in mutual fund regulations. SEBI tightened the norms relating to exposure of a mutual fund to a single issuer or industry. One of the issues that came up was whether the norms should be more generous for AAA rated debt. I referred to the subprime crisis where the losses came in AAA rated mortgage securities and argued that AAA debt is in some ways more dangerous because you do not even get a high coupon to compensate for the default losses. I have tweeted about this in the past quoting Asness: “the most dangerous things are those that you think protect you, but only mostly protect you”

There was also a discussion on the issue of gates and sidepockets that I have blogged about and tweeted about. I continued to maintain that fund managers have the responsibility to ensure that redemption does not take place at NAVs different from the realizable value of the underlying assets.

Easy to fix speculators, harder to fix problems

Looking at the turbulence in the Yuan HIBOR market, I was reminded of Thailand in 1997-98. I remember writing about the Thai episode at that time:

To speculate against the baht, a hedge fund has to sell baht, and to do so, it must directly or indirectly borrow baht. If the attack succeeds, the hedge fund would be able to buy back the baht at lower prices and repay the borrowing. The Bank of Thailand attempted to make this difficult by preventing residents from lending baht to non residents in any form including direct loans, overdrafts, currency swaps, interest rate swaps, forward rate agreements, currency options, interest rate options, outright forward transactions. It also preventing residents from selling baht to non residents against payment in foreign currencies. Simultaneously, the Bank of Thailand intervened heavily in the offshore market especially in the forward market. All this created an acute shortage of baht in the offshore market and drove up interest rates in that market to several hundred percent. In the process, several hedge funds reportedly made losses as they scrambled to buy or borrow baht to meet their obligations. When they tried to obtain baht by selling Thai stocks, the Bank of Thailand responded with a rule that the proceeds of all stock sales must be remitted in foreign currency and not in baht.

This policy was hugely successful in its immediate objective of punishing the hedge funds who had the temerity to short the Thai baht. Both the technocrats who engineered this and their political masters were immensely pleased with this result, and boasted about their success. But, all this did nothing to save the baht or fix Thailand’s economic problems back then. Unfortunately, neither the technocrats nor the politicians ever seem to learn the critical lesson that it is easy for a sovereign to fix the speculators, it is much harder to fix the underlying problems that cause the speculation in the first place.

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