Felix Salmon

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Are you tantalized by the prospect of Slate's new business site? Well, the editor, Jim Ledbetter, is guest-blogging over at Fortune today, so maybe that will give you an idea of what to expect. This morning, talking about the Bear Stearns share price, he lays out the good arguments why Bear shares won't end up being worth any more than $2 a share, despite the fact that Joe Lewis and others are unhappy about that deal. But then he suddenly reverses himself:

Even if their plan is a long shot, you could lose a lot of money betting against furious billionaires hellbent on protecting their assets.

I don't see why or how you could lose a lot of money betting on Bear stock going down; after all, betting against these furious billionaires has been stunningly successful up until now.

Ledbetter seems to think that Lewis can find common cause with Bear employees, who own 30% of the stock. But those employees have one overriding concern right now, and that's their jobs. Jamie Dimon is offering cash and stock to Bear employees if they support the takeover: that's an offer which isn't being extended to Joe Lewis, but is pretty attractive when the alternative is hoping that a bankruptcy will end up with some residual value for shareholders. Even employees who get fired will make out better than Lewis:

Bear Stearns employees not offered a job by JPMorgan will receive cash payouts of 25 percent to 35 percent of their 2006 compensation provided they stay until the deal is completed, Dimon said, according to the two people. JPMorgan hasn't decided how many employees it will retain.

So it's far from obvious that Lewis has Bear's employees on his side, even putting aside the fact that Bear's executives, who own extremely large chunks of stock, will also receive hugely valuable indemnification against lawsuits if the acquisition goes through.

Ledbetter also seems to think that there's some small hope of shareholders getting money at the end of a bankruptcy proceeding:

My understanding is that, in order to shun the JPMorgan offer, the company would have to declare bankruptcy, and in bankruptcy the shareholders have to get in line behind other creditors, thus by no means guaranteeing a better outcome than $2 a share.

By no means guaranteeing a better outcome? Bankruptcy guarantees a worse outcome. If Bear goes into bankruptcy, there wouldn't be some nice indefinite Chapter 11 proceeding where the company can be operated as a going concern and eventually sold for a large sum of money. No, broker-dealers have to file for Chapter 7 liquidation, where Bear's assets would be dumped unceremoniously onto a market which clearly has no capacity to buy them all. That's what the Fed was trying to avoid, and that's why bankruptcy would result in no money at all for shareholders. (Matt Miller and John Blakeley explained this in the Deal on Monday, in an article which unfortunately isn't online.)

The best hope for Lewis is not bankruptcy, but rather that he can somehow put together a credible better offer for Bear himself - one which would be accepted by a majority of shareholders even if JP Morgan exercises its option to buy 20% of the company at $2 a share, and one which would somehow manage to get the blessing of the Fed, which is solidly in Jamie Dimon's camp. Even Ledbetter doesn't see that happening; for all the gory details of why it won't happen, see Heidi Moore.

I see only one conceivable way in which Bear gets taken over for much more than $2 a share (or a bit more than that now, as the offer is in stock, and JP Morgan's stock has risen since the offer was made). And that's if Jamie Dimon unilaterally decides to raise his offer, deciding that spending a couple of hundred million dollars more on the acquisition is worth it if it avoids months of legal headaches. And Dimon's said quite explicitly that he won't do that. In this deal, Dimon's the winner, and Lewis is the loser. If you want to bet on the loser, feel free. But don't expect to make any money doing so.

This article has 7 comments:

  •  
    Mar 20 03:33 PM
    Bankruptcy is completely off the table now that brokers can go to the Fed discount window.

    Shareholders will vote no on this deal and Bear will be at $30 by mid summer.

    Enjoy!!
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  •  
    BSC just announced their preferred shareholders dividends, in this transition period, BSC management is using up whatever cash they have on hand, so that when the time comes, $2 deal becomes a good deal when BSC has no more cash on hand (WHAT A PLOT!). It will mean only one thing, when BSC structured this deal, they still have ample of cash (to pay for preferred shareholders). I just wonder if it can be considered defrauding the common shareholders. Well the shareholders of BSC will find out from their attorney.
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  •  
    Mar 20 06:45 PM
    I have a hard time believing Joe Lewis is just going to roll over and give up on the deal. He is worth somewhere in the neighborhood of $5b and has lost $1b. At $2 - $6 per share it will cost him and his crew another $500mm to scoop up over 51% of the company. If you have read any history on this guy, he has basically made a fortune trading currencies. To me that means that he does not sit in front of a couple monitors and get long the euro or yen for a day, he is good buddies with Soros, these guys operate on a different level. There are several outcomes he can profit from by stepping in here. Additionally, this would be one the greatest shareholder victories in our lifetime. I mean, are you kidding me, the Fed says they won't back any other deal except the JPM/BSC deal.......we still live in America don't we? If you evaluated any BS of any big bank right now, they are all basically worthless, that is more than obvious.
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  •  
    Mar 20 07:07 PM
    No Chance of a White Night or Anything Above $2.00 a share. JPM will assume $6 Billion in losses from Bear, and if nyone else came in they will need to offset the Fed's $30 Billion. Who can do that? Better yet why would anyone do that...This reminds me of Iridium IRID when the company filed Bankruptcy and the stock went from $2 to $7 then to -0- Good luck buyers, I'll short it too you!
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  •  
    Mar 20 07:58 PM
    Before anything can be said about a higher or lower 2 US$ for every Bear share those folks have to explain why they need about 13 trillion in derivate positions.

    Without that knowledge we can may be say: Wow in fact it is 2000 US$ or (more likely) minus 2000 US$ a share.

    Nobody explains why the Bear bank needed positions like that...
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  •  
    Mar 20 10:19 PM
    The option that JPM has to buy 20% of Bear stock at $2 is outrageous. Either Alan Schwartz had a gun on his head or he literally sold out. Extremely stupid of him- utterly disgraceful. He has no clue about negotiations. He should have opted for bankruptcy "if we go down we will take everyone with us". Fed, Treasury and JPM would have negotiated.
    Lawyers should sue Alan for complete sell out.
    Joe Lewis should fight for bankruptcy - what is there to lose. What is the difference between $ 2 and 0 - 98% loss vs. 100% loss.

    This is bailout of JPM and other bond holders - nobody is characterizing it that way. JPM is being handed Bear on a platter, Fed is financing and guaranteeing the deal.
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  •  
    Mar 24 02:35 AM
    Everyone, please extend your wise counsel on this conundrum that I cannot figure out:

    1. If JPMorgan is Bear Stearns' biggest counterparty, wouldn't it be forced to buy Bear out at any given price? If not JPM will go bankrupt = either a bullet in the stomach or one in the heart.

    2. If JPM may fail because of the BSC fiasco, wouldn't GS, MS etc want to jump in and acquire JPM at US$2 a share? Otherwise, as JPM's counterparty they may also face bankruptcy.

    3. What is preventing investment banks from going through waves of mega-mergers like automobiles (3 left) and aerospace (1 left) industries?

    4. In case i-banks are nationalised and therefore tied to the tighest strait-jackets in terms of leverage, would there be any point at all in their indepedent existence from commercial banks?

    5. How is any kind of risk management effective, when on 30 times leverage, the markets you deal in move more than 3.33% a day?

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