Andrew Sorkin - Too Big to Fail - The Inside Story of How Wall Street and Washington Fought to Save the FinancialSystem--and Themselves

Kevin Fromer, Treasury’s legislative liaison, called anxiously from outside the House chamber. “This is going to fail.”

“I know,” Paulson mumbled dully. “I’m watching.”

Finally, at 2:10 p.m., after an unusually long period of forty minutes to count the votes, the gavel came down: The bailout was rejected 228 to 205. More than two thirds of the Republican representatives had voted against it, as had a large number of Democrats. Traders and investors had been watching the coverage also and started a frantic wave of selling. Stock prices plunged, with the Dow Jones Industrial Average tumbling 7 percent, or 777.68 points, its biggest one-day point drop ever.

For a moment Paulson was speechless. His plan, which he believed might be the most important piece of legislation he could ever propose—his effort at avoiding a second Great Depression—had failed. As his staffers, seeking to comfort him and one another, silently gathered in his office, he said simply, “We’ve got to get back to work.”

Within an hour he and his team were at the White House, meeting with the president in the Roosevelt Room and discussing plans for how to revive the bill.

Downstairs in the Treasury building, however, Dan Jester and Jeremiah Norton had their own ideas about the problem Paulson was facing. They had convinced themselves that the concept of buying up toxic assets was never going to work; the only way the government could truly make a difference would be to invest directly in the banks themselves. “This is crazy,” Norton said of the TARP proposal as he walked into David Nason’s office. “Do we really think this is the right approach?” Jester and Norton had made the case to Paulson before, but the politics of using government money to buy stakes in private enterprises, they knew, had gotten in the way. And once Paulson had gone public with his current plan it seemed as if it would be difficult for him to reverse course.

“If you feel that strongly, you need to tell Hank,” Nason said to him. “You can tell him I’m onboard with you.”

The next day Jester and Norton went to visit with Paulson. They laid out their case: Buying the toxic assets was too difficult; even if they ever figured out how to implement the program, it was unclear whether it would work. But by making direct investments in the banking system, Jester told him, they’d immediately shore up the capital base of the most fragile institutions. They would not have to play guessing games about how much a particular asset was worth. More important, Jester argued, most of these banks eventually would regain their value, so the taxpayer would likely be made whole. And, Jester continued, the current TARP proposal actually allowed Treasury to use it to make capital injections, even if it hadn’t been advertised as such.

Paulson, who had become somewhat disillusioned with the time it was taking to design and implement TARP, was starting to come around to Jester’s way of thinking. He had no idea how he’d sell it to the American public, and he knew that it would be anathema to the Bush administration, but he also knew it might be the most practical solution in a sea of bad options.

“Okay,” he sighed. “Why don’t you work something up? Let’s see what this would look like.”

As the sky grew dark, Bob Steel climbed the steps of Wachovia’s corporate jet at Teterboro Airport in New Jersey to head back to Charlotte. He had spent virtually the entire week in back-to-back meetings with Citigroup to coordinate the details of the merger, which they planned to herald in a full-page newspaper ad on Friday, declaring: “Citibank is honored to enter into a partnership with Wachovia … the perfect partner for Citibank.” While he was frustrated with the paltry final price of the deal, he was proud to have at least saved the firm from failure, and he knew that he had explored every possible option in trying to do so.

The government-orchestrated deal had been announced on Monday morning, but it still needed to be formally “papered over,” and in the meantime, Citigroup was keeping Wachovia alive by loaning it $4.9 billion. A number of details were still to be worked out, but they expected to have a signed agreement within the next day. Steel had spent that afternoon at Citigroup discussing the postmerger fates of the most senior Wachovia executives. Before he left he had shaken hands with Pandit. “Looks like we’re done,” Pandit had said gladly.

As Steel’s plane taxied down the runway his BlackBerry rang. It was Sheila Bair. “Hi, have you heard from Dick Kovacevich?”

“No, not since Monday morning,” a puzzled Steel answered; the Wells Fargo CEO had called then to offer his congratulations on the deal with Citi. “Why?”

“I understand that he’s going to be making a proposal for $7 in stock for the entire company—no government assistance.”

“Wow,” Steel replied, quickly trying to assess the ramifications of the surprise offer for his firm. Had Wells Fargo just jumped Citigroup’s bid? Was the government, which had blessed the original deal, now reversing itself? “Sheila, I’m about to take off any second,” he apologized. “You should call Jane Sherburne,” he added, referring to Wachovia’s general counsel.

Sometime after 9:00 p.m., just minutes after Steel’s plane landed in Charlotte, Kovacevich phoned with the pitch that Bair had outlined earlier. Having just spoken with Sherburne and Rodgin Cohen, Wachovia’s outside counsel, Steel had been instructed by them not to say anything that would indicate acceptance or rejection of the offer.

“I look forward to seeing the proposal,” Steel told Kovacevich, and a minute later he received an e-mail with a merger agreement already approved by the Wells board.

It was as if Christmas had come early. Steel couldn’t believe his luck: A deal at $7 a share, up from $1 a share—and without government assistance.

He called his office and scheduled an emergency board meeting by telephone for 11:00 p.m. Before the board call, Steel had a strategy discussion with Cohen. While he owed it to Wachovia shareholders to take the highest bid, he also recognized that he already had a deal with Citigroup—a deal that had kept the firm from failing. The term sheet that Wachovia had signed with Citigroup included an exclusivity provision that prevented the firm from accepting another offer.

“I’m going to be sued by somebody,” Steel told Cohen.

“Pick your poison,” Cohen replied drily.

To both of them, however, it was clear that there really was no choice: The board had to accept the higher bid and take its chances with a suit from Citigroup. Steel and Cohen realized that Wells Fargo had made its bid because of a little-noticed change in the tax law that had occurred on Tuesday, the day after the Citigroup deal. The new provision would allow Wells Fargo to use all of Wachovia’s write-downs as a deduction against its own income, thus enabling the combined bank to save billions in future taxes.

Wachovia’s board voted to accept the deal just after midnight. The Wells offer was for the entire company; it gave shareholders more; and it was clearly the deal preferred by regulators. (Citigroup’s deal, while worth only $1 a share, would have left behind several Wachovia subsidiaries that could have additional value—possibly several dollars a share worth—but a precise number would have been difficult to determine.) It was after 2:00 a.m. by the time Wachovia’s board had fairness opinions from advisers Goldman Sachs and Perella Weinberg, who had been on opposite sides of the negotiating table just a week before.