Wednesday, October 29, 2008

Mizuho $7 Billion Loss Turned on Toxic Aardvark Made in America

(Bloomberg) Alexander Rekeda, a 34-year-old Ukrainian-born math whiz, turned in his BlackBerry and security card and sent an e-mail to his bosses at Calyon, the investment- banking unit of Credit Agricole SA. Then, along with ten colleagues from the New York structured-finance team, who fired off similar messages, he walked two blocks down the Avenue of the Americas to Mizuho Financial Group Inc.

It was Dec. 8, 2006, and Rekeda's arrival was a coup for Mizuho, Japan's second-largest bank by revenue. A month earlier, it became the first Japanese lender to list on the New York Stock Exchange since 1989 -- a move hailed by John Thain, then chief executive officer of the bourse, as a sign that Mizuho was taking ``its place among the world's leading companies.''

The hires would prove a costly blunder. Rekeda, who became head of structured credit in the Americas, and his team led Mizuho into a business it knew little about, securities backed by U.S. subprime mortgages, where it lost 672 billion yen ($7.1 billion), more than any bank in Asia. Most of the losses were related to defaults on collateralized debt obligations.

Mizuho expects as much as 20 billion yen in potential further losses on bonds and bad loans related to bankrupt Lehman Brothers Holdings Inc., company spokeswoman Masako Shiono said on Sept. 16. Moody's Investors Service, citing ``questions regarding the effectiveness of Mizuho's risk management and its risk appetite,'' continues to give the bank a negative outlook.

``Mizuho never made a penny out of subprime in the good times, they just got left holding the can in the bad,'' says David Threadgold, an analyst at Fox-Pitt Kelton Asia Ltd. in Tokyo who has an ``underperform'' rating on the stock. ``They made a very poor decision to launch into the packaging of subprime products at the end of 2006.''

Toxic Assets

How a Japanese bank that traces its roots to 1864 made such a bold entry into the U.S. subprime securities market, and almost choked on the toxic assets it created, is a tale of overreaching and poor timing. It also illustrates how financial technology made in the U.S. wreaked havoc on the other side of the globe.

Many of the details are spelled out in a lawsuit Calyon filed against Mizuho in U.S. federal court seeking $750 million for ``covertly'' inducing its employees to quit. The case was settled out of court in September 2007 for an undisclosed amount. Shiono said Mizuho wouldn't comment for this article.

Rekeda, who has a master's degree in mathematics from Kiev State University of Economics in Ukraine and an MBA from the University of Connecticut, had built Calyon's CDO business over two years. He closed six deals for the French bank in 2006, according to an affidavit in the case.

Signing-On Fee

All six, including two with the celestial names Cetus and Orion, later defaulted as Paris-based Credit Agricole racked up more than 6.5 billion euros ($8.1 billion) in subprime losses. Rekeda, now 34, declined to be interviewed.

On Oct. 18, 2006, Rekeda and his team were offered an $11 million signing-on fee to defect to the Japanese bank, a Calyon lawyer said at a court hearing. Mizuho's plan to expand into the U.S. was hatched earlier that year, as Japanese lenders were recovering from a 14-year debt crisis that forced them to take $1.1 trillion in writedowns for bad loans.

Mizuho, formed in 2000 in a merger of three banks, beat out rivals Mitsubishi UFJ Financial Group Inc. and Sumitomo Mitsui Financial Group Inc. to win approval from U.S. regulators to set up a financial holding company. That enabled it to operate as a full-service investment bank.

As Mizuho President Terunobu Maeda said at a press briefing on May 15 this year, the bank had excess capital and ``needed to study'' the U.S. mortgage-backed securities business.

Bad Loans

Maeda, 63, a former chairman of the Japanese Bankers Association and an amateur gardener who doesn't use air conditioners at his home during Tokyo's humid summers to make an environmental point, became president of Mizuho in April 2002. The bank recorded a loss of 2.38 trillion yen that fiscal year as it wrote off bad loans accrued during three recessions in a decade. Maeda returned it to profitability the next year after reducing non-performing assets and through gains on investments in Japanese stocks.

While Mizuho was a newcomer to the CDO market in the U.S., it had experience arranging and selling similar investments in Japan and Europe. The company had ramped up its loan- securitization business, which Japanese banks were able to do without borrowers' consent after October 1998. Merrill Lynch & Co., Bear Stearns Cos. and Goldman Sachs Group Inc. all helped Japanese banks repackage and market securities backed by corporate loans and mortgages.

Rising Delinquencies

Even so, Mizuho decided it needed help in the U.S. Talks with the Calyon team began in early 2006, when Douglas Munson, a sales director for the French bank, approached golfing buddy Theodore Ake, head of fixed income for Mizuho in New York, according to two people familiar with the negotiations. The size of the group and the amount of sign-on bonuses snowballed after Rekeda was brought into the discussion, the people said. Munson and Ake declined to comment.

By the time the deal was consummated, the market was turning. On Dec. 11, 2006, the same day Mizuho announced it was setting up an office in the U.S. to create asset-backed debt securities, Fitch Ratings said the outlook for U.S. subprime mortgage bonds was ``negative.'' It expected delinquencies on those loans to rise by 50 percent.

There was also confusion about the hiring deal. The Calyon team turned out to include more than the five people expected by Hitoshi Shimoyama, then deputy president of investment banking unit Mizuho Securities USA Inc., documents in the case allege.

``Mizuho did not even know the number or names of additional persons until shortly before they came,'' Shimoyama said in a March 17, 2007, affidavit.

Bonus Pool

Benjamin Lee, one of those who defected on Dec. 8, returned to the French bank five days later. He said he ``had been misled by Rekeda'' about the terms of employment at Mizuho, according to an affidavit he filed.

Lee said he was initially told by Rekeda that he could expect $1 million to $1.5 million from a bonus pool. He later learned there was a separate contract for him and other junior members of the group that didn't include a revenue-related bonus. Senior team members were entitled to share as much as 25 percent of revenue from completed transactions, court documents said.

Rekeda's group priced its first deal within 10 weeks, after the Mortgage Bankers Association reported that the default rate on U.S. subprime loans reached 12.6 percent, the highest level since the first quarter of 2003.

Aardvark CDO

The deal was named after a squat animal with a pig-like snout that feeds on ants and termites. Incorporated as a special- purpose company in the Cayman Islands, Aardvark ABS CDO was an ugly concoction: 31 percent of its $1.5 billion of securities were backed by subprime loans, 23 percent by residential mortgages repackaged from other CDO deals, and 33 percent by Alt- A mortgages, a category just above subprime. The remaining 13 percent were prime loans.

One reason Rekeda was able to move so fast was that the deal had already been assembled by London-based Lloyds TSB Group Plc, which pulled out before completion, said three people familiar with the transaction. HarbourView Asset Management Corp., a unit of New York-based OppenheimerFunds Inc., stayed on as manager. Spokesmen for Lloyds and HarbourView declined to comment.

Moody's assigned its highest short-term rating of P-1 to $1.3 billion of the Aardvark securities. In the prospectus, Mizuho pledged to back 87 percent of the deal, meaning that the bank, rather than investors, was on the hook for most of the potential losses.

In the Pipeline

A subsequent Mizuho offering, Tigris CDO 2007-1, valued at $902 million in March 2007, was backed by the lowest investment- grade tranches of CDO deals arranged by other Wall Street firms, including Merrill, Lehman and Citigroup Inc., according to a report that month by Fitch Ratings. More than 80 percent of the securities in the CDO had Fitch's lowest investment rating, BBB-, which is nine grades below AAA.

Rekeda planned to bring at least nine more CDO deals to market within six months, the investment newsletter Asset-Backed Alert reported on May 11, 2007. The newsletter quoted him saying the bank had ``built up the pipeline.'' As of April 1, 2007, Mizuho Securities had amassed more than 550 billion yen in residential mortgage-backed securities and CDOs supported by home loans, according to the bank's financial statements.

One of those deals made it to market in June 2007: a special-purpose entity called Delphinus 2007-1. Although named after a constellation, its contents were hardly stellar. Three- quarters of its securities were based on subprime mortgages, according to a July 23 Fitch report.

Ratings Downgrade

About 80 percent of the deal was backed by credit-default swaps arranged by firms including JPMorgan Chase & Co., Citigroup and Wells Fargo & Co. Citing ``strong demand'' from investors, Mizuho increased the size of the deal that July to $1.6 billion from $1.2 billion.

That was eight days before two Bear Stearns funds were shut down, heralding the start of the subprime crisis. Less than three months later, on Sept. 27, Fitch put Delphinus on its watch list. The negative designation, Fitch analyst Kevin Kendra said at the time, was ``probably the quickest I've seen'' on a CDO. In other words, Mizuho struggled to find buyers for its CDOs and, as their values plummeted, the bank would have to absorb the loss.

Mizuho didn't tell investors about the extent of its exposure until November 2007, when it reported a 70 billion-yen loss on subprime-related securities in the first half ended Sept. 30. It also said it expected that figure to grow to 170 billion yen for the full year.

CDO Default

By December, Mizuho had halted its U.S. CDO business. It fired Rekeda and at least four others on the team, putting an end to the bank's one-year experiment with American financial technology.

In January, as delinquencies on loans that backed Mizuho's CDOs increased, Aardvark, Tigris and Delphinus went into default. Subsequent downgrades of all of the tranches of Tigris and Aardvark required the bank to write down the value of the CDOs.

Mizuho had to inject 150 billion yen of capital into its securities unit, shelve a planned merger with Shinko Securities Co. and axe 300 jobs. The bank's shares lost half their value in the fiscal year ended March 31.

When a record 2,474 shareholders gathered at the Tokyo International Forum on June 26 for the bank's annual meeting, they were out for blood.

``The responsibility rests at the top with Maeda,'' Kenjiro Endo, 66, who bought Mizuho shares when he retired from chipmaker Toshiba Corp. six years ago, said after the meeting. ``If this were overseas, he'd resign.''

`Market Crashed'

Endo may have had a point. Citigroup CEO Charles O. ``Chuck'' Prince, Merrill's Stan O'Neal and Wachovia Corp.'s Kennedy Thompson were all forced to resign after significant subprime losses. In Japan, where executives often bow and apologize for their mistakes, Mizuho's Maeda stood firm.

``Unfortunately, from October, the securitized investment- product market crashed, and even if we tried to sell the investments, it wasn't possible,'' Maeda said at the shareholders' meeting. ``When the market stops functioning, there is no measure to avoid it.''

Maeda also defended the bank's decision to enter the U.S. securities market.

``It's not because of some management failure that things turned out like this,'' he said. ``I am very sorry to tell you, doing nothing, and not taking risk, is not a bank.''

Failure to Hedge

Yet Mizuho might have incurred half as many losses if it had accelerated the sale of subprime-related investments and hedged more bets with credit-default swaps, according to a person familiar with its U.S. operations. The bank, fearing it would lose as much as two-thirds of its potential profit, decided not to hedge, the person said. Mizuho declined to comment.

``The holding company was unable to grasp the size of losses at Mizuho Securities when the subprime problem emerged,'' said Keisuke Moriyama, a Tokyo-based analyst at Nomura Holdings Inc. ``Mizuho has a governance problem. How it fixes it is the biggest issue that faces the group.''

The ultimate cost to Mizuho may be greater than the 672 billion yen it wrote down. The bank, the first in Japan to put money in U.S. financials amid the credit crunch, invested $1.2 billion in Merrill in January. The Wall Street bank's shares have slumped 70 percent this year.

`Missed Out'

Now Mizuho is sidelined as other Japanese banks swoop in to buy troubled U.S. assets. Nomura purchased some of Lehman's Asian and European businesses in September, and Mitsubishi UFJ, the nation's largest bank, acquired 21 percent of Morgan Stanley for $9 billion.

``Mizuho has totally missed out,'' said Amir Anvarzadeh, director of Japanese equity sales at KBC Financial Products in London. ``They've been very aggressive overseas, trying to grow this business organically, and some of those ambitions have come back to haunt them.''

Although it was the biggest loser, Mizuho wasn't the only Japanese bank that got hurt. In all, 672 domestic banks and credit cooperatives had 1.5 trillion yen in losses from overseas securitized products, the country's financial regulator reported Sept. 4.

Rekeda, meanwhile, has moved on. He now works for Guggenheim Capital Markets LLC in New York, along with Paolo Torti and Xavier Capdepon, who both followed him from Calyon to Mizuho. Their new jobs: selling distressed CDOs at a discount.

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