Why Lehman Can't Go Private

Speculation, rumor and anonymous reports that the management of Lehman Brothers might take the company private pushed the company's stock up 6.6% yesterday. But a management buyout at Lehman is extremely unlikely. Indeed, Lehman probably can't go private in this era of fear and balance sheet loathing on Wall Street.

It's not just that raising the money or finding a partner for the buyout will be difficult. The deeper problem is that taking Lehman private could trigger the kind of modern day run on the bank that crippled Bear Stearns.

Bear Stearns was brought down when creditors and counter-parties to trades lost faith in the institution. They began refusing to provide new credit to Bear and withdrawing their business from Bear. For a modern investment bank and trading house, this is the equivalent of customers withdrawing their deposits from a bank. Credit is the lifeblood of an investment bank. When the counter-parties and other creditors flee, the bank quickly discovers it lacks the funds to operate its business.

Going private would solve one problem at Lehman, removing the pressure of short-sellers and skeptical shareholders. But it would create another, perhaps more serious, problem. Without public shareholders, SEC reporting requirements and a listed stock price, Lehman counter-parties would find themselves without market signals about the health of the bank.

In happier times, this lack of market signaling and outside investor oversight might not be a barrier to a management buyout. But when Wall Street is wracked with bearish sentiment and fear of hidden liabilities, increased opacity is a recipe for creating more doubt among counter-parties. Going private, by foreclosing checks on risky behavior by Lehman Brothers, could trigger a flight of counter-parties to rival firms still subject to market discipline.

The fear of counter-party risk from trading partners and creditors, then, most likely will prohibit any going private transaction at Lehman. As painful as it might seem to Lehman's management to remain to the mercy of public markets they believe undervalue their firm (in part thanks to misleading rumors and reckless short-selling), the alternative risks wiping out the firm.

Comments

Posted by guest, Jul 16, 2008 9:12AM

Bullshit. Has anything changed since all of the big IBanks were partnerships? Not really. Lehman can't hide its problems by going private, but the mere fact of going private is not going to create a credit problem. No one can figure out how the banks make their money even with public disclosure, which is one of the reasons they trade at such low multiples.

Posted by guest, Jul 16, 2008 9:14AM

Larry Craig, where are you?

Posted by ab, Jul 16, 2008 9:16AM

I think going private would be more of a signal of problems for counter-parties than a problem in itself. Counter-parties will question the motives and take that information as a sign that Lehman has things it hopes to hide. I think Carney's onto something - they could go private in a good market, no questions asked, but doing it now is a no-go.

Posted by guest, Jul 16, 2008 9:19AM

really - can't do business with LEH as a private co? How'd piker firms like Goldman ever make guys rich, before they went public? You really think counterparty risk is measured by what some bimbo says on an earnings call?

Posted by guest, Jul 16, 2008 9:30AM


I agree with 9:19 am. Even private partnerships need to be audited on an independent basis, and if Lehman Bros. issued debt (even short-term debt) as a private entity, it would be publishing financial data as a matter of course.

Posted by guest, Jul 16, 2008 9:34AM

Yeah Lehman could never go private. I mean its not like they have an Alum running the world's largest PE Fund, who has Billions of Yuan he swindled from half-commi-Chinese officials. Seriously, BX could just do an asset swap at the OpCo level of one its portfolio companies, lehman OpCo would go in and some USCan OpCo or whatever the fuck would continue to trade under the LEH ticker. i don't even think anyone would notice for a week or two until the leh shares start going up in value....

Posted by guest, Jul 16, 2008 9:35AM

The above commenters are correct. The thought that LEH can't go private, was a failed attempt at original thought by Carney.

Less Carney, More Bess field hockey pictures.

Posted by PatrickBateman, Jul 16, 2008 9:36AM

Carney has a good point. In this current market it probably wouldn't be advisable to go private. That said, give the markets a year or two to weather the storm and "rumor mongers" to simma down....then go private.

Posted by guest, Jul 16, 2008 9:38AM

Also agree with 9:19. GS only went public a few years ago. Why can't an investment bank be private? Either Lehman will blow up or this will blow over. Longer term going private is possible.

Posted by John Carney, Jul 16, 2008 9:41AM

It's contextual. Going private means going dark, removing both the oversight and signaling of public markets. It can work fine in an atmosphere less fraught with fear and less attuned to counter-party risk.

If you understand why bank runs happen and can be rational, this makes sense.

Posted by guest, Jul 16, 2008 9:41AM

I disagree. First, I think going private sends a bullish message about the value of the firm. Why would you be buying it unless you thought it was undervalued? Second, nothing stops the firm from reporting after going private. In fact, I think they are still required to report. It may, however, give them greater flexibility to be more open with creditors/counterparties.

Posted by guest, Jul 16, 2008 9:43AM

Actually, dont go so far as to credit Carney with an original thought. This was on WSJ last night.

Posted by John Carney, Jul 16, 2008 9:44AM

@ 9:41,

That logic only works if people trust the internal valuation judgment of Lehman. Here's a shocker: they don't.

Posted by guest, Jul 16, 2008 9:46AM

BTW, you want to go private when the market is not good and your stock is undervalued. In a couple years, the market (I hope) will be better and that's when you want to IPO again. Why would you want to go private when your firm is fairly or over-valued? Sacrifice liquidity for nothing? That makes no sense.

Posted by guest, Jul 16, 2008 9:48AM

LEH doesn't need to go private nor can it at the moment for the reasons Carney elucidated. However, LEH will need to merge with SocGen in order to survive.

Posted by guest, Jul 16, 2008 9:52AM

I mentioned yesterday on DB that Leh can't go private and was asked if I was joking. I wasn't then and I'm not now. Although if I'm on the same page as Carney, perhaps I'm wrong...

Posted by guest, Jul 16, 2008 9:52AM

Lehman should not go private because markets have never looked at privately-owned banks favourably (excluding the likes of Rothschild of course).

The last AAA rated private bank was Rabobank of the Netherlands and they are a public company now.

No way Dick Fuld would enter into any deals with Blackstone. Dick Fuld would chain himself to the wheel and run the Lehman ship to the bottom of the ocean before he'd surrender to Steve Schwarzman and Pete Peterson. Don't you guys know the history of Lehman?

Posted by guest, Jul 16, 2008 9:54AM

There's an excellent chance that Blackstone is interested in this.
Consider this: When Bear was going under, the first private equity firm to consider bidding or buying it was KKR because Kohlberg, Kravis & Roberts ALL worked at Bear before they started KKR.
Much in the same way both Schwartzman and Peterson worked at Lehman before they founded Blackstone.

So previous work experience at the target firm piques the interest of private equity firms. It was KKR for Bear, and now Blackstone for Lehman. Due diligence is well underway.

Posted by bank_teller, Jul 16, 2008 10:10AM

what field hockey pictures???

Posted by guest, Jul 16, 2008 10:16AM

@ 9:41

Going private in this kind of market would just make counterparties' credit departments seize up entirely, unless Lb had oodles of excess as a result, the prospect of which is doubtful.

Posted by asg, Jul 16, 2008 10:23AM

There's nothing stopping a private company from behaving like a public one in reporting, auditing, being transparent (whatever that might mean), et al. Well, besides the expense, the needlessness of the exercise, the ...

...oh, nevermind.

Posted by guest, Jul 16, 2008 10:32AM


... if Lehman had to provide independent financials in order to continue their counter-party relationships as a private entity, guess what? They will.

Why is this a discussion? Don't most of those dealers have counter-party relationships with hedge funds ... which, the last time I checked, aren't publicly traded?

Posted by guest, Jul 16, 2008 10:41AM

@952, thats part of the problem. These guys put their personal pride first instead of doing whats best for their shareholders. Lehman is a bucket shop,I hope it craters

Posted by guest, Jul 16, 2008 10:53AM

first of all, you wouldn't be going dark because of debt reporting requirements.

second, public broker/dealers is a very recent phenomenon. most were public from founding to at least the mid 80s.

third, does anyone know if LEH debt has change of control provisions? if so, this would effectively shutter any hope of going private because there is NO way they could refinance the entire balance sheet.

Posted by guest, Jul 16, 2008 11:00AM

LEH debt has no COC provisions whatsoever

Posted by guest, Jul 16, 2008 11:03AM

I think Dick Fuld is a moron, any thoughts?? Im sure Erin Callan is laughing her arse off today, just took a nice new gig with CSFB.

Posted by Anal_yst, Jul 16, 2008 11:07AM

Carney, I see your point, and it might be accurate in another situation, but I don't believe that its the case with Lehman. Buyout the equity with no premium, no refi on the debt, continue relationships with counterparties (without the scrutiny of public investors of course), and this may be the best choice Lehman (Fuld) has to survive intact

Posted by guest, Jul 16, 2008 11:19AM

@11:03

Callan is a CUNT

Posted by guest, Jul 16, 2008 11:25AM

@1119, a wealthy one with piece of mind today im sure. LEH in the rearview mirror before it sinks like the Titanic with screen doors, she is laughin her head off

Posted by guest, Jul 16, 2008 12:15PM

9:54 (and a lot of other posters) - Do yourself a favor and read up on the regulatory/legal requirements and restrictions on PE shops owning large stakes in broker dealers. It's not going to happen. Ever.

Posted by guest, Jul 16, 2008 12:28PM

There is always the possibility that management has full visibility to both on and off balance sheet issues and would prefer to continue trying to grift others out of their funds rather than ponying up their own cash. After all, they already own plenty of stock.

Come to think of it - I don't hear rumors of "insiders" in the big banks putting money on the table and buying shares with their personal funds. Anyone have quick data on this?

Posted by guest, Jul 16, 2008 2:02PM

guest @ 12:28:

The only insider transaction in the last 6 months is the sale of 15,000 shares. No insider purchases.

Posted by guest, Jul 16, 2008 2:21PM

NO insider purchases? What a sad comment on the 'true believers' who want to take it private; that says it all.

Posted by Investorcluzo, Jul 16, 2008 3:02PM

they always say it can't be done until it is...sometimes you have to go against the crowds. I don't care how many cfa's or mba's (and I'm one of them) you have doing the analysis - something is only worth what another is willing to pay for it.

Posted by guest, Jul 16, 2008 3:44PM

lehman is the new black

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