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	<title>The Baseline Scenario &#187; citigroup</title>
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		<title>The Baseline Scenario &#187; citigroup</title>
		<link>http://baselinescenario.com</link>
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		<title>CEO Statements That Should Make You Worry</title>
		<link>http://baselinescenario.com/2009/11/01/ceo-statements-that-should-make-you-worry/</link>
		<comments>http://baselinescenario.com/2009/11/01/ceo-statements-that-should-make-you-worry/#comments</comments>
		<pubDate>Mon, 02 Nov 2009 02:00:37 +0000</pubDate>
		<dc:creator>James Kwak</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[citigroup]]></category>

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		<description><![CDATA[“Our distinctiveness is we connect the world better than anyone else. We have a great capability of building a business around that. And we are in the process of building a culture around that.”
That&#8217;s Vikram Pandit on his company, Citigroup, as reported in The New York Times. What does it mean? Your guess is as [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=5374&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>“Our distinctiveness is we connect the world better than anyone else. We have a great capability of building a business around that. And we are in the process of building a culture around that.”</p>
<p>That&#8217;s Vikram Pandit on his company, Citigroup, as reported in <a href="http://www.nytimes.com/2009/11/01/business/economy/01citi.html" target="_blank">The New York Times</a>. What does it mean? Your guess is as good as mine.</p>
<p><span id="more-5374"></span>What does it mean to &#8220;connect the world?&#8221; Sure, Citi is in a lot of places. But it is largely a <em>retail bank</em> &#8212; you know, the kind that you go to on the corner to take money out of your ATM. Most of its customers don&#8217;t move around the world very much. How do you &#8220;build a business&#8221; around connecting the world? This isn&#8217;t Cisco we&#8217;re talking about. And how do you &#8220;build a culture&#8221; around connecting to the world? To build a culture, you need to put together a group of people who understand the world, approach problems, and treat each other in a similar way. A new slogan won&#8217;t do it.</p>
<p>CEOs do have to speak in vague platitudes occasionally, but note that this was in an interview with reporters who were writing a feature article about the challenges facing Citigroup.</p>
<p>What Citigroup needs is a strategy. I can&#8217;t believe I&#8217;m saying this; after working at McKinsey, I thought that &#8220;strategy&#8221; was by far the most overused word in business. But what I mean is it needs some kind of story about what its customers need and what it can do well (better than its competitors), and that story has to somehow relate to what it is today. Think Lou Gerstner in the 1990s focusing IBM on services, or Larry Ellison deciding he would just buy all of his competitors and be done with it. If you&#8217;re making money, people will overlook the fact that your company doesn&#8217;t make any sense; if you&#8217;re struggling, like Citi is, they won&#8217;t.</p>
<p>Without such a story, it&#8217;s just a tangled mess of bad acquisitions that have no reason to be together. Now, the usual course of action in situations like this is to try to come up with a story that somehow justifies all the various bits and pieces, which gives you a story that is so weak as to be meaningless. The better answer is to come up with a story first, and then reshape the company to support that story. But that&#8217;s hard work.</p>
<p>Instead, a year after the crisis that would have put it out of business without extraordinary government assistance, instead of a strategy, all Citi has is a pro forma financial statement: the <a href="http://www.citigroup.com/citi/business/index.htm" target="_blank">arbitrary division</a> between &#8220;Citicorp&#8221; and &#8220;Citi Holdings.&#8221; As other people observed at the time of the split, there was no sound logic for how the company was split up. For example, North American retail banking and credit cards are on one side, but mortgages, auto loans, and student loans are on the other. So their plan is to run a retail bank that doesn&#8217;t lend money to households? Oh right &#8212; they&#8217;ll take the deposits and invest them in CDOs.</p>
<p><em>By James Kwak</em></p>
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		<slash:comments>22</slash:comments>
	
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			<media:title type="html">jamesykwak</media:title>
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		<title>Where Else Are You Going to Go?</title>
		<link>http://baselinescenario.com/2009/10/19/where-else-are-you-going-to-go/</link>
		<comments>http://baselinescenario.com/2009/10/19/where-else-are-you-going-to-go/#comments</comments>
		<pubDate>Mon, 19 Oct 2009 11:00:52 +0000</pubDate>
		<dc:creator>James Kwak</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[citigroup]]></category>
		<category><![CDATA[compensation]]></category>

		<guid isPermaLink="false">http://baselinescenario.com/?p=5253</guid>
		<description><![CDATA[Yves Smith returned from book-writing land to catch up on the Andrew Hall story, which is one that I pretty much decided to ignore from the beginning. Hall is the Citigroup trader who, according to his compensation agreement, was due a $100 million bonus. The bonus was so big because Hall and his team were [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=5253&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>Yves Smith returned from book-writing land to catch up on <a href="http://www.nakedcapitalism.com/2009/10/on-wall-street-pay-talent-and-andrew-hall.html" target="_blank">the Andrew Hall story</a>, which is one that I pretty much decided to ignore from the beginning. Hall is the Citigroup trader who, according to his compensation agreement, was due a $100 million bonus. The bonus was so big because Hall and his team were due 30% of the profits from their trades, which is even more than typical hedge fund fees. (This tradition of particular trading groups negotiating a share of their profits dates back at least to Salomon in its heyday; AIG Financial Products also had this type of deal.)</p>
<p>But Smith focused on one element that got me thinking. Hall&#8217;s division, Phibro, was bought by Occidental Petroleum. &#8220;Oxy paid $250 million, <a href="http://online.wsj.com/article/SB125509326073375979.html">the current value of Phibro’s trading positions</a>. There was NO premium, zero, zip, nada, for the earning potential of the business. Zero. <em><strong>Oxy bought the business for its liquidation value</strong></em>.&#8221; Smith infers that no one was willing to pay more because the success of Phibro depended on its being part of Citigroup and benefiting from Citi&#8217;s low cost of funding; in other words, the massive profitability of Phibro was in part due to an accounting error &#8212; not charging it an appropriate cost of capital given the risk it was taking.</p>
<p><span id="more-5253"></span>This made me think of something else, though. The typical excuse for paying traders enormous amounts of money is that if you don&#8217;t, they will leave for somewhere else. During the boom, it was certainly true that they would have left. (Whether anyone would have missed them is another question &#8212; it seems to me that some of the reasons to be skeptical of mutual fund managers apply equally to proprietary traders.) But after the crisis, the options for someone hoping to leave a major investment bank must have declined.</p>
<p>I&#8217;ve written so many times that reduced competition has helped the survivors increase market share and margins, but I never realized the other consequence: it gives them more bargaining power relative to their employees. There are fewer banks to go to; some of them (Citi, Bank of America) are in no shape to be paying top dollar; and while some hedge funds are doing just fine, their cost of funds must have gone up relative to the big banks in the current environment. With less competition for talent, compensation should go down, at least a little.</p>
<p>So why is Goldman reportedly on track to pay record or near-record bonuses this year? I imagine they would say something about how, in order to maximize long-run firm value, they shouldn&#8217;t take this opportunity to screw their employees. But if I were a shareholder, I would think a small amount of employee-screwing would be in order. This is a company that claims to live and die by the free market, after all.</p>
<p><em>By James Kwak</em></p>
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		<slash:comments>29</slash:comments>
	
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			<media:title type="html">jamesykwak</media:title>
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		<title>Richard Parsons&#8217;s Portfolio</title>
		<link>http://baselinescenario.com/2009/08/12/richard-parsons-portfolio/</link>
		<comments>http://baselinescenario.com/2009/08/12/richard-parsons-portfolio/#comments</comments>
		<pubDate>Wed, 12 Aug 2009 11:04:58 +0000</pubDate>
		<dc:creator>Simon Johnson</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[citigroup]]></category>
		<category><![CDATA[David Brooks]]></category>
		<category><![CDATA[Richard Parsons]]></category>

		<guid isPermaLink="false">http://baselinescenario.com/?p=4639</guid>
		<description><![CDATA[According to Bloomberg, Richard Parsons &#8211; the chair of Citigroup since February &#8211; now owns stock in the company worth, at yesterday&#8217;s close, about $350,000 (96,298 shares at $3.69).  For such a well-established and highly remunerated corporate executive, we can reasonably refer to such an amount as &#8220;chump change.&#8221;  In May, Forbes estimated Mr. Parsons&#8217; net worth [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=4639&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>According to Bloomberg, <a href="http://en.wikipedia.org/wiki/Richard_Parsons_(businessman)" target="_self">Richard Parsons</a> &#8211; the chair of Citigroup since February &#8211; now owns stock in the company worth, at yesterday&#8217;s close, about $350,000 (96,298 shares at $3.69).  For such a well-established and highly remunerated corporate executive, we can reasonably refer to such an amount as &#8220;chump change.&#8221;  In May, <a href="http://www.forbes.com/2009/05/06/richest-black-americans-busienss-billionaires-richest-black-americans.html" target="_self">Forbes estimated</a> Mr. Parsons&#8217; net worth as a little under $100m.</p>
<p>I have no particular complaint about Mr. Parsons; he is an experienced banker, with the very best political connections.  But I would point out that while Wall Street likes to talk big about people having &#8220;skin in the game,&#8221; when it comes to putting their personal net worth on the line, many finance executives prefer a different kind of arrangement.  Specifically, they are attracted to compensation structures in which they have a lot of upside but very little downside.</p>
<p>If you had such a deal, how would this affect your relative interest in risk-taking and careful supervision of subordinates?<span id="more-4639"></span></p>
<p><a href="http://www.nytimes.com/2009/04/03/opinion/03brooks.html?_r=3" target="_self">David Brooks famously argued</a>, a few months ago, that the problem with our banking system circa 2008 was not anything about incentives and political power, but rather stupidity.  Probably he was right that this mattered in some degree for the housing bubble. </p>
<p>But what should we think about an industry that is carefully and deliberately constructing the exact same arrangements again?  Won&#8217;t this lead us inexorably towards a Truly Great Bubble?  Stupidity involving smart people in well-heeled organizations must surely be about incentives for those at the top.</p>
<p>Just because these arrangements involve and are being implemented by a member of <a href="http://www.usnews.com/articles/news/campaign-2008/2008/11/07/obamas-transition-economic-advisory-board-the-full-listn.html" target="_self">President Obama&#8217;s Transition Economic Advisory Board</a>, does that make them OK &#8211; or even remotely sensible?</p>
<p>And where exactly do you see the impact of the adminstration&#8217;s vaunted regulatory reforms for the financial sector here?</p>
<p>If your response is &#8220;well, that&#8217;s the system and there&#8217;s nothing you can do about,&#8221; you have a point.  But if that&#8217;s your response and you work in the White House, we all have a very big problem.</p>
<p><em>By Simon Johnson</em></p>
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		<slash:comments>42</slash:comments>
	
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			<media:title type="html">simonhrjohnson</media:title>
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		<title>It Takes A Citi</title>
		<link>http://baselinescenario.com/2009/06/24/it-takes-a-citi/</link>
		<comments>http://baselinescenario.com/2009/06/24/it-takes-a-citi/#comments</comments>
		<pubDate>Thu, 25 Jun 2009 00:52:52 +0000</pubDate>
		<dc:creator>Simon Johnson</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[citigroup]]></category>
		<category><![CDATA[earthquakes]]></category>

		<guid isPermaLink="false">http://baselinescenario.com/?p=4169</guid>
		<description><![CDATA[Washington-based policy tinkerers  seem increasingly drawn to the idea that greater reliance on market information can forestall future problems &#8211; e.g., providing input into an early warning system that can be acted upon by a &#8220;macroprudential system regulator&#8221;.  And while leading critics of the administration&#8217;s proposed approach to rating agencies make some good points, they also seem to [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=4169&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>Washington-based policy tinkerers  seem increasingly drawn to the idea that greater reliance on market information can forestall future problems &#8211; e.g., providing input into an early warning system that can be acted upon by a &#8220;macroprudential system regulator&#8221;.  And while leading critics of the administration&#8217;s proposed approach to rating agencies make some good points, <a href="http://online.wsj.com/article/SB124562476664835519.html" target="_self">they also seem to think </a>that the market tells us when big trouble is brewing.</p>
<p>The <a href="http://baselinescenario.files.wordpress.com/2009/06/citi-cds-history-june-25-2009.pdf" target="_self">history of Citigroup&#8217;s credit default swap (CDS) spread</a> is not so encouraging.<span id="more-4169"></span></p>
<p>It&#8217;s true that in some instances during the past two years, CDS spreads <a href="http://baselinescenario.com/2008/11/28/credit-default-swaps-bankruptcy-prediction/" target="_self">have indicated pressure points</a>, e.g., <a href="http://www.imf.org/external/pubs/ft/fandd/2008/03/straight.htm" target="_self">within types of lenders</a> or across countries.  And if you can tell me how Citi survives going forward with a CDS spread around 450 basis points, I would be grateful.</p>
<p>The people who price CDS  obviously have every interest in assessing risk in a hard headed and accurate manner.  But <a href="http://blogs.wsj.com/economics/2008/10/23/greenspan-shocked-to-find-flaw-in-ideology/" target="_self">Greenspan&#8217;s Lament</a> applies to CDS traders just as much as to incentives within mismanaged banks &#8211; where in the Citi CDS spread chart do you see the build up of risk through the end of 2006?  If anything, the market for default probability was saying that Citi &#8211; and by implication the financial system with all its growing subprime vulnerabilities &#8211; was becoming less risky.</p>
<p>You can hope that, in the future, the market will not be so generally exuberant, but <a href="http://www.amazon.com/Manias-Panics-Crashes-Financial-Investment/dp/0471389455" target="_self">400 years of modern financial history begs to differ</a>.</p>
<p>The WSJ <a href="http://online.wsj.com/article/SB124580461065744913.html" target="_self">gets this right</a>: regulatory capture is not only pervasive, it is by design.  But what&#8217;s the implication?</p>
<p>All regulators must ultimately fail and, when that happens, markets may well also misprice risk.  The question is: When this Twin Failure occurs next time, how much will be on the line? </p>
<p>You cannot design a financial system that is immune to crash &#8211; this would be like declaring earthquakes illegal.  But in the aftermath of unexpectedly high damage from a serious earthquake, it makes sense to completely overhaul your building code and retrofit vulnerable buildings.  In fact, if you <a href="http://baselinescenario.com/2009/06/18/too-big-to-fail-politically/" target="_self">largely ignored what the earthquake revealed</a> in terms of structural weakness, wouldn&#8217;t that be negligence?</p>
<p><em>By Simon Johnson</em></p>
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		<slash:comments>57</slash:comments>
	
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			<media:title type="html">simonhrjohnson</media:title>
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		<title>New Day, New Bank, Worse Story</title>
		<link>http://baselinescenario.com/2009/04/19/new-day-new-bank-worse-story/</link>
		<comments>http://baselinescenario.com/2009/04/19/new-day-new-bank-worse-story/#comments</comments>
		<pubDate>Sun, 19 Apr 2009 18:44:33 +0000</pubDate>
		<dc:creator>James Kwak</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[banks]]></category>
		<category><![CDATA[citigroup]]></category>

		<guid isPermaLink="false">http://baselinescenario.com/?p=3371</guid>
		<description><![CDATA[It&#8217;s a beautiful day today, and after Goldman and JPMorgan, I don&#8217;t feel like diving deep into Citigroup&#8217;s earnings release. But judging from the Bloomberg article, it&#8217;s a similar story, just not as good.
1. All the good news was in fixed income trading: $4.7 billion in fixed income trading revenues; falling revenues in credit cards, [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=3371&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>It&#8217;s a beautiful day today, and after <a href="http://baselinescenario.com/2009/04/14/is-goldman-really-that-good/" target="_blank">Goldman</a> and <a href="http://baselinescenario.com/2009/04/16/new-day-new-bank-same-story/" target="_blank">JPMorgan</a>, I don&#8217;t feel like diving deep into Citigroup&#8217;s earnings release. But judging from the <a href="http://www.bloomberg.com/apps/news?pid=newsarchive&amp;sid=atwu65G62peY" target="_blank">Bloomberg article</a>, it&#8217;s a similar story, just not as good.</p>
<p>1. All the good news was in fixed income trading: $4.7 billion in fixed income trading revenues; falling revenues in credit cards, consumer banking, and private client.</p>
<p>2. Assets continue to deteriorate: $5.6 billion in new writedowns in trading accounts; $3.1 billion in charge-offs and reserves for bad credit card debt.</p>
<p>3. Accounting fictions save the day (the new bit): $0.6 billion in losses that don&#8217;t have to be classified as other-than-temporary (and therefore affect the income statement) thanks to <a href="http://baselinescenario.com/2009/04/02/the-mark-to-market-myth/" target="_blank">FASB</a>; $2.5 billion in &#8220;profits&#8221; because of the fall in the value of Citigroup&#8217;s own debt. The theory behind the latter is that Citi could go into the market and buy back all of its distressed debt, which would be cheaper than paying it off at 100 cents on the dollar. Also: $0.4 billion in litigation expenses avoided (previously reserved) and tax benefits from an IRS audit.</p>
<p>Point 3 adds up to $3.5 billion, which dwarfs Citi&#8217;s $1.6 billion  profit. Why is everyone so optimistic about banks these days?</p>
<p><em>By James Kwak</em></p>
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		<slash:comments>15</slash:comments>
	
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			<media:title type="html">jamesykwak</media:title>
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		<title>Citigroup Arithmetic Explained</title>
		<link>http://baselinescenario.com/2009/02/27/citigroup-arithmetic-explained/</link>
		<comments>http://baselinescenario.com/2009/02/27/citigroup-arithmetic-explained/#comments</comments>
		<pubDate>Fri, 27 Feb 2009 17:42:11 +0000</pubDate>
		<dc:creator>James Kwak</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[bailout]]></category>
		<category><![CDATA[citigroup]]></category>

		<guid isPermaLink="false">http://baselinescenario.com/?p=2722</guid>
		<description><![CDATA[Since I&#8217;ve been writing about preferred and common stock so much this week, I thought I would just try to explain the arithmetic of the Citigroup deal announced today. (By the way, it isn&#8217;t a done deal: all it says is that Citi is offering a preferred-for-common conversion to its outside investors, and the government [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=2722&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>Since I&#8217;ve been writing about <a href="http://baselinescenario.com/2009/02/24/tangible-common-equity-for-beginners/">preferred and common stock</a> so much this week, I thought I would just try to explain the arithmetic of the <a href="http://online.wsj.com/article/SB123573983418294221.htm" target="_blank">Citigroup deal</a> announced today. (By the way, it isn&#8217;t a done deal: all it says is that Citi is offering a preferred-for-common conversion to its outside investors, and the government will match them dollar-for-dollar, although the WSJ says that several investors have agreed to participate.)</p>
<p><span id="more-2722"></span>Right now, according to Google Finance, Citi has 5.45 billion common shares outstanding. It is offering to convert up to $27.5 billion of preferred shares held by &#8220;private&#8221; investors other than the U.S. government (like the government of Singapore and Prince Alwaleed) into common shares, at a conversion price of $3.25. That would create another 8.46 billion shares. For every dollar that is converted, the U.S. government will also convert one dollar of its preferred stock, up to $25 billion; that is the $25 billion from the first round of recapitalization back in October, which is paying a 5% dividend. (Fortunately someone realized we should convert that before converting the second chunk, which pays 8%.) That would create another 7.69 billion shares. So if everyone converts as much as possible, there will be 21.60 billion shares outstanding, of which the U.S. government will own 7.69, for an ownership stake of 36%, the number you read in the papers. (Actually, if the private investors convert exactly $25 billion and not $27.5 billion, the government would own 37%, but that&#8217;s a detail.) The other private investors would own 39%, and current shareholders would own 25%.</p>
<p>The government got some warrants on common shares in connection with the earlier recapitalizations. I assume the warrants it got for the first investment will no longer exist (because that first investment is being &#8220;paid back&#8221;), but the warrants on the second investment, if exercised, would presumably push the government up a couple percentage points.</p>
<p>Where did the $3.25 price come from? Who knows. Yesterday&#8217;s closing price was $2.46. If that price had been used, the government&#8217;s target ownership percentage would have been 38% instead of 36%, which seems immaterial. Presumably it was the product of a negotiation, since it&#8217;s hard to see how the investors involved &#8211; especially the ones that are not the U.S. government &#8211; would have wanted to pay more than the current stock price for a company that is clearly in trouble. At least they didn&#8217;t use $3.46, which is the price that any future Citigroup convertible preferred stock can be converted at.</p>
<p>And why did the stock plummet (now $1.57), despite the fact that the preferred shareholders are &#8220;paying&#8221; $3.25 per share? Probably because the common shareholders realize this is largely an accounting game, and the preferred stock wasn&#8217;t worth its face value to begin with. The current shareholders&#8217; ownership stake could fall from 100% to 25%, but the stock is only down 36%. This implies that the market thinks that the total common shareholders&#8217; stake will more than double in value, but won&#8217;t quadruple in value (the amount required to offset the dilution). Their stake increased in value because (a) Citigroup can avoid paying dividends on all the preferred stock that gets converted and (b) that much less money will have to get paid back to preferred shareholders in case of liquidation. But there&#8217;s still a large cloud hanging over Citi, and it&#8217;s on the asset side of the balance sheet.</p>
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		<title>Tangible Common Equity for Beginners</title>
		<link>http://baselinescenario.com/2009/02/24/tangible-common-equity-for-beginners/</link>
		<comments>http://baselinescenario.com/2009/02/24/tangible-common-equity-for-beginners/#comments</comments>
		<pubDate>Tue, 24 Feb 2009 15:24:28 +0000</pubDate>
		<dc:creator>James Kwak</dc:creator>
				<category><![CDATA[Beginners]]></category>
		<category><![CDATA[bailout]]></category>
		<category><![CDATA[banks]]></category>
		<category><![CDATA[citigroup]]></category>

		<guid isPermaLink="false">http://baselinescenario.com/?p=2683</guid>
		<description><![CDATA[For a complete list of Beginners articles, see Financial Crisis for Beginners.
You may have seen in the news that the government is thinking about exchanging its &#8220;preferred stock&#8221; in Citigroup for &#8220;common stock.&#8221; Here&#8217;s one of many articles. Which, if you are at all sensible and have any sense of proportion in your life, should [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=2683&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>For a complete list of Beginners articles, see <a href="http://baselinescenario.com/financial-crisis-for-beginners/" target="_blank">Financial Crisis for Beginners</a>.</p>
<p>You may have seen in the news that the government is thinking about exchanging its &#8220;preferred stock&#8221; in Citigroup for &#8220;common stock.&#8221; Here&#8217;s <a href="http://online.wsj.com/article/SB123535148618845005.html" target="_blank">one of many articles</a>. Which, if you are at all sensible and have any sense of proportion in your life, should be complete gobbledygook. The first part of this article will try to explain the gobbledygood; advanced readers can skim it. The second part will offer some of the usual commentary.</p>
<p><span id="more-2683"></span>Banks, like all companies, have balance sheets. On one side they have assets &#8211; stuff they own. On the other side they have liabilities &#8211; money they owe other people &#8211; and equity. Equity can be thought of in two ways. First, it is the money that the initial owners put in to start the business; before you can borrow money from someone else, you usually have to have some money or other assets of your own that you put in. Added to that money are retained earnings &#8211; all the profits the company has made but has not paid out to the owners as dividends. Second, equity is what is left over after you pay off all your creditors. If you sold the assets and paid off the liabilities, the rest would go to the company&#8217;s owners.</p>
<p>That equity &#8220;belongs&#8221; to the owners of the company; if it&#8217;s a publicly-owned company, those are the shareholders. The market value of the equity is the total amount that people would pay today to own all of that balance sheet equity: it&#8217;s the total number of shares times the share price. The market value of equity is generally different from the &#8220;book value&#8221; (balance sheet value) of equity, because if you own a company, you own not only today&#8217;s equity, but also all the profits the company will make in the future. Under certain circumstances the market value of equity can be less than the book value of equity &#8211; that&#8217;s the case if investors think that the company&#8217;s management is destroying value, or that the book value of equity on the balance sheet inflates its true worth.</p>
<p>The complication is that there are different kinds of equity. The way to think about this is to think about the various ways that companies can raise cash from investors. At one extreme there is secured debt: the company goes to a bank, takes out a loan, and pledges some of its assets as collateral. If it doesn&#8217;t repay the loan, the bank gets the collateral. Then there is unsecured debt: the company issues a bond, which is just a promise to pay in the future, and the investor pays money for this bond, hoping to be repaid with interest. At the other extreme there are common shares. These give you no rights in particular, except the right to control the company, through the board of directors. Conceptually, the common shareholders own the equity, and benefit from the future profits, but the company has no obligation to give them any of the equity, or to pay out any of the profits as dividends. Then in between debt and common shares there are these things called preferred shares, which come in many flavors. Preferred shares are like debt: they may pay a required dividend, which is like interest on a debt; there may be rules on when they have to be bought back by the company, such as in case of a major transaction. They are also like equity: in case of bankruptcy, preferred shareholders only get paid back only after all the debt holders have been paid back; in some cases, preferred shares can be converted for common shares at a predetermined price, which allows preferred shareholders to benefit if the common stock goes up in value.</p>
<p>In summary, there is a spectrum of instruments through which companies raise money, and these instruments have differing priority in making claims on the company. They also differ in how likely the investor is to be paid back. Secured debt comes first, common shares come last, and everything else comes in between.</p>
<p>Trust me, we&#8217;re getting closer to the question I started with.</p>
<p>Ordinarily, you don&#8217;t need to debate whether preferred shares should count as debt or equity. However, for banks in particular, there is a concept called capital adequacy. A capital adequacy ratio is the ratio between some measure of capital to total assets. Imagine for a moment that there was only one kind of debt &#8211; say, deposits &#8211; and one kind of capital &#8211; ordinary shares. Say my bank has $100 in assets. As we all know, assets can go up or down in value. If I have $90 in debt, then I have $10 in capital, and my ratio is 10%. This means that my assets could fall in value by up to 10% and I would still be able to pay back my depositors. If, instead, I have $99 in debt, then my ratio is only 1%. If my assets fall by more than 1% in value, I won&#8217;t be able to pay back my depositors, I&#8217;ll be insolvent, and the FDIC will take me over so it can pay off the deposit guarantees at minimum risk to itself. This is why the capital adequacy ratio matters, especially to bank regulators. What minimum capital ratios should be is a complex topic, most of which I will avoid, but you can see why they matter.</p>
<p>The part I can&#8217;t avoid is how the capital &#8211; the numerator of the ratio &#8211; is calculated. As I said above, there are many different types of capital. Besides common shares and preferred shares, believe it or not, you can count deferred tax assets (credits you gain by losing money in one year, which you can apply against taxes in future years where you make money) as capital. One commonly used measure of capital is called Tier 1 Capital, which includes common shares, preferred shares, and deferred tax assets. A less commonly used measure is Tangible Common Equity (TCE), which includes only common shares. Obviously, TCE will yield a lower percentage than Tier 1.</p>
<p>Which of these measures is better? That&#8217;s sort of an arbitrary question. The fact that you change the numbers you type into your spreadsheet doesn&#8217;t change the actual health of the bank any. They just measure different things. Each one measures the ability of the bank to withstand losses before its ability to pay off its liabilities starts getting compromised. One difference between the two is whether you count preferred shares as liabilities, which depends on how bad you think it is that preferred shareholders don&#8217;t get their money back. Another difference depends on what you think the deferred tax credits are worth in a worst-case scenario. In any case, the skeptics, like <a href="http://online.wsj.com/public/resources/media/Financial_Strategy-20081119.pdf" target="_blank">Friedman Billings Ramsey</a>, have been insisting since the beginning of the crisis that TCE is the proper measure of bank solvency. And most immediately, Tim Geithner has said that the new bank stress tests will focus on TCE. So if your bank doesn&#8217;t have enough TCE, it will fail the stress test, and then . . . who knows what the administration has the stomach to do.</p>
<p>Getting back to the current situation . . . The initial government investments in Citigroup, back in October and November, were in the form of preferred shares. Between the two bailouts, the government put in $45 billion in cash and got $52 billion in preferred stock (the $7 billion difference was the fee for the guarantee on $300 billion of Citi assets). That preferred stock was designed to be much closer to debt than to equity: it pays a dividend (5% or 8%), it cannot be converted into common stock (so it cannot dilute the existing shareholders), it has no voting rights, and it carries a penalty if it isn&#8217;t bought back within five years. In fact, it is hard to distinguish from debt, except perhaps for the fact that, if Citi defaults on it (cannot buy the shares back) we don&#8217;t need to worry about systemic instability, because the government can absorb the loss. As preferred stock, these bailouts boosted Citi&#8217;s Tier 1 capital, but not its TCE.</p>
<p>Because of the newly perceived need for TCE, the bailout plan under discussion is to convert some of the preferred stock into common stock. Citi wouldn&#8217;t actually get any new cash from the government, but it would be relieved some of the dividend payments (currently close to $3 billion per year), and of the obligation to buy back the shares in five years. (For the impact on Citi&#8217;s capital ratios, see <a href="http://ftalphaville.ft.com/blog/2009/02/23/52756/us-u-turn-on-tangible-common-equity/" target="_blank">FT Alphaville</a>.) This is a real benefit to the bank&#8217;s bottom line, and hence to the common shareholders. At the same time, though, Citi would issue new common shares to the government, diluting the existing common shareholders (meaning that they now own a smaller percentage of the bank than before). In theory, the amount by which the shareholders in aggregate are better off should balance the amount of dilution to the existing shareholders.</p>
<p>The trick is deciding what price to convert the shares at. All of Citi&#8217;s common shares today are worth around $12 billion, so if you converted $52 billion of preferred shares into common, the government would suddenly own over 80% of Citi. (In the conversion, you divide the value of the preferred stock you are converting by the price of the common stock, and that yields the number of common shares the government now owns.) The Geithner team is still continuing the Paulson policy of avoiding anything that looks like nationalization, so the talk is that the government ownership will be capped at 40%; that means the government could only convert about $8 billion of its preferred stock. There will probably be some clever manipulation of the numbers to say that the preferred stock is actually worth less than $52 billion, or that it should be converted at a higher price than the current market price of the stock. (This seems like a blatant subsidy to me, since new investors buying large blocks of stock in a public company typically pay <em>less</em> than the current market price.) There is also talk of trying to get some of Citi&#8217;s other preferred stock holders to convert as well, because the more they convert, the more common shares, and hence the more the government can have without going over the 40% limit.</p>
<p>I still don&#8217;t understand why people care so much about whether the government owns more or less than 50% of the common shares. This just seems like a fig leaf. The more important issue which people can argue about is whether government is controlling Citigroup&#8217;s day-to-day operations. (Some say that&#8217;s good, some say it&#8217;s bad.) According to <a href="http://www.nytimes.com/2009/02/24/business/24citigroup.html?ref=business" target="_blank">The New York Times</a>, this is already happening. Alternatively, if you want to minimize government control, the government could tie its own hands; for example, no matter what its percentage ownership, the government&#8217;s stock purchase agreement could say that it has the right to appoint a minority of the board of directors but no more than that.</p>
<p>I think the situation we want to avoid is what is going on at <a href="http://www.nytimes.com/2009/02/24/business/24bailout.html?ref=business" target="_blank">AIG</a>, where the government owns 80% of the company but still seems to be negotiating at arm&#8217;s length with the company. This is the worst of all worlds, because even though it already bears the vast majority of the losses, and has the power to clean up AIG (by writing down all its assets to their worst-case scenario values and then recapitalizing the firm sufficiently), the government is treating AIG like an independent entity. For example, if the government did a radical cleanup, it&#8217;s hard to see how AIG would still be in danager of ratings downgrades &#8211; which are the immediate problem it faces. But that story may have to wait for another post.</p>
<p><strong>Update: </strong>Changed &#8220;private company&#8221; to &#8220;publicly-owned company&#8221; in the 1st line of the 3rd paragraph. Someday I&#8217;ll learn to proof-read before posting.  Thanks to Manu for catching that.</p>
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		<title>Bank of America Gets Quite a Deal</title>
		<link>http://baselinescenario.com/2009/01/16/bank-of-america-gets-quite-a-deal/</link>
		<comments>http://baselinescenario.com/2009/01/16/bank-of-america-gets-quite-a-deal/#comments</comments>
		<pubDate>Fri, 16 Jan 2009 06:23:14 +0000</pubDate>
		<dc:creator>Simon Johnson</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[Bank of America]]></category>
		<category><![CDATA[citigroup]]></category>
		<category><![CDATA[TARP]]></category>

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		<description><![CDATA[We have a deal.  You, the US taxpayer, have generously provided to Bank of America the following: one Treasury-FDIC guarantee &#8220;against the possibility of unusually large losses&#8221; on a pool of assets taken over from Merrill Lynch to the tune of $118bn, and a further Fed back stop if the Treasury-FDIC piece is not enough.  In return we receive $4bn [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=1999&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>We have a deal.  You, the US taxpayer, have <a href="http://www.treasury.gov/press/releases/hp1356.htm" target="_self">generously provided </a>to Bank of America the following: one Treasury-FDIC guarantee &#8220;against the possibility of unusually large losses&#8221; on a pool of assets taken over from Merrill Lynch to the tune of $118bn, and a further Fed back stop if the Treasury-FDIC piece is not enough.  In return we receive $4bn of preferred shares and a small amount of warrants &#8220;as a fee&#8221;.  There is a $10bn &#8220;deductible,&#8221; i.e., BoA pays the first $10bn in losses, then remaining losses are paid 90% by the government and 10% by BoA.</p>
<p>We are also investing $20bn in preferred equity, with a 8 percent dividend.  There will be constraints on executive compensation and BoA will implement a mortgage loan modification program.  Essentially, this is the same deal that Citigroup received just before Thanksgiving, known as <a href="http://baselinescenario.com/2008/11/24/citigroup-bailout-weak-arbitrary-incomprehensible/" target="_blank">Citigroup II</a>, which was generous to bank shareholders but not good value for the taxpayer.</p>
<p>This is more of the same incoherent <a href="http://baselinescenario.com/2009/01/12/more-tarp-programs-still-no-strategy/" target="_blank">Policy By Deal </a>that has failed to stabilize the financial system, while also greatly annoying pretty much everyone on Capitol Hill.  Hopefully, it is the last gasp of the Paulson strategy and the Obama team will shortly unveil a more systematic approach to bank recapitalization; it would be a major mistake to continue in the Citi II/BoA II vein.</p>
<p>In addition, you might ponder the following issues raised by <a href="http://www.treasury.gov/press/releases/reports/011508bofatermsheet.pdf" target="_self">the term sheet</a>. </p>
<p>1. The $118bn contains assets with a current book value of up to $37bn plus derivatives with a maximum future loss of up to $81bn.  This is more detail than we got in the Citi deal, so there is evidently greater sensitivity to calls for transparency.  But the maximum future loss is based on &#8220;valuations agreed between institution and USG.&#8221;  What is the exact basis for these valuations?  From the term sheet, it sounds like we are talking mostly about derivatives that reference underlying residential mortgages.  Absent any other information, my guess is that they can easily lose more than $81bn &#8211; depending on how the macroeconomy and housing market turn out.</p>
<p>2. What is the strike price of the warrants?  This was controversial in the Citigroup II deal (because it was unreasonably high), but at least it was quite explicit up front.  The announcement is suspiciously quiet on this point, perhaps due to the <a href="http://baselinescenario.com/2009/01/09/paulson-v-buffett/" target="_blank">recent spotlight </a>on warrant pricing terms.</p>
<p>3. What kind of reporting will there be by BoA to Treasury, and what will be disclosed to Congress, in terms of the exact securities covered by this guarantee and how they perform?  The lack of information is a big reason why TARP became discredited and Capitol Hill is so concerned to see more transparency going forward.  There is nothing in the term sheet that reveals the true governance mechanisms that will be put in place, or how information will be shared with the people whose money is at stake (you and me, or our elected representatives).  I understand there is market-sensitive information present, but there are obviously well-established ways to share confidential information with members of Congress.</p>
<p>Overall, it feels like the latest (and hopefully the last) in a long line of ad hoc deals, which have done very little to help the economy turn the corner.  The new fiscal stimulus needs to be supported by a <a href="http://baselinescenario.com/2009/01/15/the-funding-for-recapitalization/" target="_blank">proper bank recapitalization program</a>, as well as by a large scale initiative on housing.<span style="font-size:medium;font-family:Calibri;"></span></p>
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			<media:title type="html">simonhrjohnson</media:title>
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		<title>Citigroup Bailout: Weak, Arbitrary, Incomprehensible</title>
		<link>http://baselinescenario.com/2008/11/24/citigroup-bailout-weak-arbitrary-incomprehensible/</link>
		<comments>http://baselinescenario.com/2008/11/24/citigroup-bailout-weak-arbitrary-incomprehensible/#comments</comments>
		<pubDate>Mon, 24 Nov 2008 05:46:50 +0000</pubDate>
		<dc:creator>James Kwak</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[bailout]]></category>
		<category><![CDATA[Banking]]></category>
		<category><![CDATA[citigroup]]></category>

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		<description><![CDATA[According to the Wall Street Journal, the deal is done. Here are the terms. In short: (a) the government gives Citi $20 billion in cash in exchange for $27 billion of preferred on the same terms as the first $25 billion, except that the interest rate is now 8% instead of 5%, and there is [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=1376&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>According to the <a href="http://online.wsj.com/article/SB122747680752551447.html" target="_blank">Wall Street Journal</a>, the deal is done. Here are <a href="http://online.wsj.com/public/resources/documents/citi-term-sheet-1123.pdf" target="_blank">the terms</a>. In short: (a) the government gives Citi $20 billion in cash in exchange for $27 billion of preferred on the same terms as the first $25 billion, except that the interest rate is now 8% instead of 5%, and there is a cap on dividends of $0.01 per share per quarter; and (b) the government (Treasury, FDIC, Fed) agrees to absorb 90% of losses above $29 billion on a $306 billion slice of Citi&#8217;s assets, made up of residential and commercial mortgage-backed securities. (If triggered, some of that guarantee will be provided as a loan from the Fed.) There is also a warrant to buy up to $2.7 billion worth of common stock (I presume) at a staggeringly silly price of $10.61 per share (Citi closed at $3.77 on Friday).</p>
<p>The government (should have) had two goals for this bailout. First, since everyone assumes Citi is too big to fail, the bailout had to be big enough that it would settle the matter once and for all. Second, it had to define a standard set of terms that other banks could rely on and, more importantly, the market could rely on being there for other banks. This plan fails on both counts.</p>
<p>The arithmetic on this deal doesn&#8217;t seem to work for me (feel free to help me out). Citi has over $2 trillion in assets and several hundred billions of dollars in off-balance sheet liabilities. $20 billion is a drop in the bucket. <a href="http://online.wsj.com/public/resources/media/Financial_Strategy-20081119.pdf" target="_blank">Friedman Billings Ramsey</a> last week estimated that Citi needed $160 billion in new capital. (I&#8217;m not sure I agree with the exact number, but that&#8217;s the ballpark.) Yes, there is a guarantee on $306 billion in assets (which will not get triggered until that $20 billion is wiped out), but that leaves another $2 trillion in other assets, many of which are not looking particularly healthy. If I&#8217;m an investor, I&#8217;m thinking that Citi is going to have to come back again for more money.</p>
<p>In addition, the plan is arbitrary and cannot possibly set an expectation for future deals. In particular, by saying that the government will back some of Citi&#8217;s assets but not others, it doesn&#8217;t even establish a principle that can be followed in future bailouts. In effect, the message to the market was and has been: &#8220;We will protect some (unnamed) large banks from failing, but we won&#8217;t tell you how and we&#8217;ll decide at the last minute.)&#8221; As long as that&#8217;s the message, investors will continue to worry about all U.S. banks.</p>
<p>The third goal should have been getting a good deal for the U.S. taxpayer, but instead Citi got the same generous terms as the original recapitalization. 8% is still less than the 10% Buffett got from Goldman; a cap on dividends is a nice touch but shouldn&#8217;t affect the value of equity any. By refusing to ask for convertible shares, the government achieved its goal of not diluting shareholders and limiting its influence over the bank. And an exercise price of $10.61 for the warrants? It is justified as the average closing price for the preceding 20 days, but basically that amounts to substituting what people really would like to believe the stock is worth for what it really is worth ($3.77).</p>
<p>How does this kind of thing happen? A weekend is really just not that much time to work out a deal. Maybe next time Treasury and the Fed should have a plan before going into the weekend?</p>
<p><strong>Update:</strong> Bloggers start trying to be funny, world to end soon:</p>
<ul>
<li><a href="http://calculatedrisk.blogspot.com/2008/11/wsj-citigroup-us-near-agreement-on-bad.html" target="_blank">Calculated Risk</a> (on the aborted plan to divide Citi into a &#8220;good bank&#8221; and a &#8220;bad bank&#8221;): &#8220;Hey, I thought Citi WAS the bad bank!&#8221;</li>
<li><a href="http://www.marginalrevolution.com/marginalrevolution/2008/11/whoops-back-to.html" target="_blank">Tyler Cowen</a> (on the same plan, which morphed into the government&#8217;s guarantee of the &#8220;bad bank&#8221; part of Citi): &#8220;Didn&#8217;t Paulson tell us just a few days ago that TARP wasn&#8217;t needed after all? Doesn&#8217;t this mean that Paulson should speak less frequently?&#8221;</li>
</ul>
<p><strong>Update 2:</strong> I made a mistake in the original post: although the government is getting $27 billion &#8220;worth&#8221; of non-convertible preferred stock, it is only paying $20 billion in cash. $7 billion is being granted as the fee for the government guarantee. Thanks to Nemo for catching this. (Note to self: No posts after midnight!)</p>
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			<media:title type="html">jamesykwak</media:title>
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		<title>The Citigroup Betting Pool</title>
		<link>http://baselinescenario.com/2008/11/22/citigroup-bailout-bankruptcy-pool/</link>
		<comments>http://baselinescenario.com/2008/11/22/citigroup-bailout-bankruptcy-pool/#comments</comments>
		<pubDate>Sun, 23 Nov 2008 04:10:02 +0000</pubDate>
		<dc:creator>James Kwak</dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[Banking]]></category>
		<category><![CDATA[citigroup]]></category>

		<guid isPermaLink="false">http://baselinescenario.wordpress.com/?p=1370</guid>
		<description><![CDATA[I&#8217;ve been catching up with my family and not on top of the news the last 24 hours or so &#8211; wasn&#8217;t there a time that the financial world shut down on weekends? &#8211; but for those of you who may not have a feed reader clogged with economics blogs (first, good for you), I [...]<img alt="" border="0" src="http://stats.wordpress.com/b.gif?host=baselinescenario.com&blog=4979860&post=1370&subd=baselinescenario&ref=&feed=1" />]]></description>
			<content:encoded><![CDATA[<div class='snap_preview'><br /><p>I&#8217;ve been catching up with my family and not on top of the news the last 24 hours or so &#8211; wasn&#8217;t there a time that the financial world shut down on weekends? &#8211; but for those of you who may not have a feed reader clogged with economics blogs (first, good for you), I wanted to point out some of the various outcomes you may want to bet on when it comes to Citigroup. Some people are betting that a deal (bailout, FDIC takeover, merger) may be announced as soon as this weekend. I doubt it, because Citi shouldn&#8217;t have a liquidity problem per se; now that the Federal Reserve is accepting pocket lint as collateral, Citi can keep functioning even after the markets have completely lost faith in it. The problem is that no one believes its assets are still worth more than its liabilities, so everyone expects the endgame will come (in one form or another) sooner or later. The big questions are whether no one will get wiped out, shareholders will get wiped out, or shareholders and creditors will get wiped out.</p>
<ul>
<li><a href="http://economistsview.typepad.com/economistsview/2008/11/why-sheila-bair.html" target="_blank">Mark Thoma</a> has an overview with excerpts from some other posts.</li>
<li>The wildest idea is that Citi might <a href="http://online.wsj.com/article/SB122722907151946371.html" target="_blank">merge with Goldman or Morgan Stanley</a>, although this is only floated by unnamed analysts. What such a merger would accomplish is unclear to me. (Although various people have come up with <a href="http://noordinaryfool.com/2008/11/21/citibank-and-goldmans-to-merge/" target="_blank">the name</a> for a Goldman-Citi merged entity.)</li>
<li><a href="http://www.portfolio.com/views/blogs/market-movers/2008/11/21/who-will-take-over-citi?tid=true" target="_blank">Felix Salmon</a> has a quick rundown with a lot of links (some of which I reproduced below); he thinks that at least creditors will not get wiped out to avoid a repeat of Lehman.</li>
<li><a href="http://brontecapital.blogspot.com/2008/11/sheila-bair-and-seizing-citigroup.html" target="_blank">John Hempton</a> explains how creditors might be wiped out and why it would be a bad thing.</li>
<li><a href="http://delong.typepad.com/sdj/2008/11/time-for-the-go.html" target="_blank">Brad DeLong</a> says to the government: go ahead, just buy the whole thing. With the change, buy a cup of coffee.</li>
</ul>
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			<media:title type="html">jamesykwak</media:title>
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