Henry Paulson - On the Brink - Inside the Race to Stop the Collapse of the Global Financial System

The prospects of merging either Morgan Stanley or Goldman Sachs looked dim, despite the efforts of Ben, Tim, Kevin Warsh, and me. Tim had tried to initiate talks between Goldman and Citigroup, on the theory that Goldman would strengthen the commercial bank’s management team, but Citi was not interested. He had also taken the lead in promoting a JPMorgan acquisition of Morgan Stanley, but JPMorgan kept turning that suggestion down. Midafternoon, Ben and I joined Tim on a call with Jamie Dimon, and we unsuccessfully appealed to him again to acquire Morgan Stanley. Undaunted, we tried Mack, calling to ask him to approach Jamie Dimon one more time. Frustrated, John refused, explaining that he had already spoken with Jamie several times and wasn’t about to try again.

“A fire sale to JPMorgan would cost thousands of Morgan Stanley jobs,” he protested.

The fact is, had John called Jamie again, I’m sure the JPMorgan chief would still have said no. WaMu was Jamie’s top priority, as I had known for some time. (Within the week, JPMorgan would announce it was buying the Seattle-based institution.)

Goldman and Wachovia were interested in merging, but Goldman, like Morgan Stanley, had found big embedded losses in Wachovia’s real estate portfolio. A deal could not be completed without government assistance. The Fed was even considering a novel approach that might allow it to make a loan to support the deal that was secured not only with assets but with warrants to purchase equity in the combined company.

In the end, Ben, Tim, and I decided against supporting a Goldman-Wachovia merger. It would have been difficult to structure and would have presented complex and perhaps unresolvable legal and political challenges. My past association with Goldman would have created a problem with appearances.

More important, however, I couldn’t back a Goldman Sachs– Wachovia merger for a fundamental reason. With no deal in sight for Morgan Stanley, a Goldman merger would have increased the likelihood of a Morgan Stanley failure. If the market believed that Goldman Sachs needed to merge with a bank to survive, it would have lost even more confidence in an unmerged Morgan Stanley. Similarly, a JPMorgan acquisition of Morgan Stanley would have been destabilizing to Goldman Sachs, leaving it to stand alone, with every other major investment bank having either failed or been forced to merge.

Our job was above all to reduce the risk of these investment banks’ failing. After a weekend of frenetic activity, Ben, Tim, and I concluded that the course of action that would be the least likely to lead to the failure of either was our Plan B. The Fed needed to turn Morgan Stanley and Goldman Sachs into bank holding companies, with the expectation that both would find strategic investors to assure their survival. (Although this was far from clear at the time, I now believe we were very fortunate that we didn’t succeed in merging either one of them, because the last thing we need today is an even more concentrated financial services industry.)

On Sunday evening, I talked with Mack and Blankfein. John, who had become increasingly optimistic about a Mitsubishi UFJ deal, told me he hoped to announce an agreement in principle the next morning to sell up to 20 percent of Morgan Stanley to the Japanese company. I pledged to do anything I could to be helpful. Lloyd said he had been looking for strategic investors in Japan and China and come up empty. Furthermore, he was frustrated to have wasted so much time on Wachovia only to find that Fed assistance wasn’t available. Did I have any ideas?

“Lloyd, you need to find an investor. I won’t have any ideas you don’t have,” I said. “Look everywhere in the world to find an institution where you have a good relationship with someone who is very credible. Leave no stone unturned.”

He hesitated, considering the situation. Then he said quietly, “Just tell me: am I doing the right thing?”

A little while later, at 9:30 on Sunday night, September 21, the Federal Reserve announced that it had approved Morgan Stanley’s and Goldman Sachs’s applications to become bank holding companies.

The Wall Street I knew had come to an end.

By Monday morning our $700 billion rescue plan had made news around the world. I got to the office early and went to the Markets Room to check the credit spreads on Morgan Stanley and Goldman Sachs. To my relief, the investment banks’ CDS had steadied, although the LIBOR-OIS spread was still under pressure. But there was no question we were tiptoeing on the razor’s edge. We needed to get this legislation done fast.

It would have been challenging enough to push TARP through in a nonelection year, but politics truly complicated our efforts. In the midst of a fiercely contested presidential campaign, Republicans were anticipating heavy congressional losses and were keenly sensitive to voter frustration with the Bush administration and with Wall Street. On Sunday, Senator Obama, who had made a number of public statements expressing his qualified support for our approach, indicated in a CNBC interview that he would want to make sure I was involved in the transition if he won. Senator McCain had also been relatively supportive.

But the economy had become the main issue in the presidential campaign, and Obama continued to hammer his rival for a comment he’d made on September 15 that “the fundamentals of our economy are strong.” McCain and Obama were within a few percentage points of each other in the polls and fighting heated battles in swing states. Obama was creeping ahead, and McCain was trying to distance himself from the Bush White House. He was slinging populist rhetoric on the campaign trail, excoriating Wall Street, talking about protecting taxpayers, and using the word bailout.

At a town hall meeting on Monday morning in Scranton, Pennsylvania, McCain told the crowd, “I am greatly concerned that the plan gives a single individual the unprecedented power to spend one trillion—trillion—dollars without any meaningful accountability. Never before in the history of our nation has so much power and money been concentrated in the hands of one person.”

I was concerned that McCain’s rhetoric could inflame public sentiment against TARP, so I turned to South Carolina senator Lindsey Graham, the candidate’s close friend and national campaign co-chairman. Lindsey called me midday to tell me John was at the tipping point, almost ready to come out against TARP. Was the plan necessary? he asked.

“Absolutely,” I said.

I went through all the reasons, emphasizing that I knew McCain’s support would be crucial in getting the Republicans to vote for the legislation. Lindsey urged me to speak directly with John, but I couldn’t get through to him. I tried Lindsey again a few hours later, and he reiterated his point. A number of McCain’s advisers disliked TARP and saw a political advantage in his opposing it.

“It’s so important you get to John,” I remember Lindsey telling me. “He has people pushing him the wrong way, and I’m trying to spend as much time as I can with him. I’ll make sure he calls you back.”

McCain called me within the hour, but it wasn’t a good conversation. “Hank, you’re asking for a lot of authorities,” he said. “The American people don’t like bailouts, and you know I’ve always been an advocate of the taxpayer.”

“In any normal circumstance I’d be with you, but right now I can’t tell you enough how fragile the system is,” I said, emphasizing that several big institutions were on the edge. “I’m going to really need your support to get something done—your public support.”

McCain was in a rush and had to hang up before I could get a commitment from him. I was so concerned about the conversation that I called Josh Bolten at the White House for advice. Josh assured me that Lindsey Graham understood the need for government action and was completely behind it.