Citigroup's Clever Plan To Screw Taxpayers Again (C)

Henry Blodget|Feb. 23, 2009, 8:35 AM

So Citigroup (C) has proposed that the US taxpayer and other preferred shareholders convert up to $75 billion of preferred stock into common stock, thus bolstering the company's tangible equity and putting it in less desperate need of a complete takeover.

And what will the US taxpayer get for this preferred stock conversion? 40% of the company for some of its $45 billion of preferred, say reports.  The reports add that Citigroup's goal here is to keep the US's ownership under 50%, so this won't be a de facto nationalization.

Well, that's nice for Citigroup...and another ream-job for taxpayers.

Citigroup's common equity is currently worth $10 billion.  If the US were to convert all $45 billion of its preferred at the current stock price, it should end up with 80% of the company, not 40%. If another $30 billion of preferreds converted, the US should end up with just over 50%.

For the US to convert $45 billion of preferred to common and only get 40% of the company, Citigroup's existing common equity would have to be valued at $65 billion, not $10 billion, and the conversion price would have to be about $10 a share. Or the US would only be able to convert $4 billion of its $45 billion, which wouldn't help Citigroup's tangible equity ratio much.

So is that what Citigroup is trying to do here?  Persuade the US goverment to convert to common stock at a price miles above the current trading price, screwing the US taxpayer yet again?

Or does Citigroup have some other secret plan up its sleeve?

Henry Blodget is CEO & Editor-in-Chief of The Business Insider.

34 Comments

clawback said:
Ah, but we can't have the conversion being done at the current "artificially distressed" market valuation, can we? Of course not.
harvey said:
goor lord henry, you really have it in for these guys dont you?

Please find the elephant in the room with this event process.

1) Government loans C money, backstops some obligations.
2) Certain government officials threaten to "nationalize" entire bank
3) Stock plummets
4) Government converts its loan to equity on new "fair market price"

This would be the most barbaric, manipulative death spiral financing in the history of the western world.

And you claim to be an advocate of free markets?

Please
Okay, Harvey, but don't forget that the only reason Citi's stock didn't go to ZERO in November is because the US taxpayer saved it not once but twice.

I understand that "fear of nationalization" may be driving the stock down now--as it should. But that fear is based on the reality that nationalization is the best plan.
clawback said:
Fear of nationalization is driving the stock down? Hardly. Confidence in a government bailout is propping it up.
Rick said:
I guess I'd have to disagree somewhat but only because you're almost being to be accommodating about the deal.

The taxpayers don't really deserve 80% of useless, expensive stock in Citi because we generally aren't at fault here. Billions wasted on propping up the dead won't bring them back to life and we'll still have the bills to pay later. The "investors" that were counting on government bailouts to save their worthless stocks will be laughing all the way to the bank. Without the expectation of a bailout Citi would already be at zero. In fact most large bank stocks are only being propped up at taxpayer expense via welfare for the rich.

Since it seems unlikely that Geithner, Summers and Bernanke are all morons a big question is why are they willing to do so much harm to the taxpayers. My guess is that 90% of Americans are against these deals. The other 10% don't have electricity and can't read.
Rick said:
@harvey

You forget the preceding steps where the banks overcompensate their top employees, over-leverage their loans, creatively mismanage their business via things like unregulated CDOs and moved trillions to off-sheet mark-to-fantasy in order to keep their doors open. Where upon they ask for hundreds of billions in loans from the government in exchange for the worst parts of their toxic assets.

Free market means not having any government bailouts in order to keep individual businesses afloat. Not a hundred dollars and certainly not a trillion.
harvey said:
I didn't forget any of that. See step 1.

I am not defending the decision to loan them money in the first place. I am pointing out the incredibly dangerous precident set by allowing federal beauracrats to engage in "make it up as you go along" nationalization and wealth confiscation.
horace manoor said:
citi isn't shafting taxpayers -- obama is shafting taxpayers

irony is that obama's turning out to be bush lite
Assassin said:
I am pointing out the incredibly dangerous precident [sic] set by allowing federal beauracrats [sic] to engage in "make it up as you go along" nationalization and wealth confiscation.

The government isn't "confiscating" anything if the stock would have been worth zero without government involvement in the first place. The "wealth" of the shareholders would be nonexistent. It's not the government's job to prop up stockholders.
Chris Bowman said:
@Harvey

Welcome to socialism. You should have been voicing your concerns back in September and October of 2008 when everyone on Wall Street was demanding that the government needs to help out and save things. Funny thing about Pandora's box..
harvey said:
I was. I was pointing out all along that Henry and the rest of the crowd who were proposing direct capital injections into banks instead of TARP as it was originally designed were overlooking that their solution was by definition fascist. I was right then, and I am right now.
@harvey -- good lord, how much time do you need to liquidate your C holdings? 4 months? 8 months?

The value would have been zero without the government...your convenient "yeah i covered that in point #1" proves you don't much care about free markets anyway. Their "wealth confiscating" sounds like a guy whining because the cops took away the 72" flat panel he bought for $50 from the guys off that truck over there and he got nothing except a lesson.
...and they wouldn;t need to do "make it up as you go" nationalization if C hadn't engaged in "make it up as you go" management.
GAZA said:
THESE BANKS HAVE FAILED AND FDIC NEEDS TO SEIZE THEM ASAP


all holders of their capital struture need to get crushed and managment all the way back to RUBIN have their assets seized

THIS WAS FRAUD
Morph366 (URL) said:
Re comment from horace manoor "irony is that obama's turning out to be bush lite"

It's not ironic at all - it should have been expected. But actually to personify the matter is to miss the real point which is that governments, in general, and not just in the USA, will continue to use smoke and mirrors techniques to protect the financial technocracy and the culture of cronyism for as long as they can get away with it
CU Writer said:
So what should we do harvey? Just withdraw the taxpayer capital and let C go to zero and collapse like Lehman? Sounds like a fine strategy.

I bet you think all FDIC seizures are "fascist" as are NCUA seizures and liquidations of credit unions.
GAZA said:
LIQUIDATE THEM ALL

you free market shills for years preached "Survival of the Fittest"

let's see if you really meant it

cowards
I keep thinking that Vikram Pandit sounds like Lumberg in Office Space. "Hey Tim...Yeaaaaah, I'm gonna need you to not take more than 50%....and I'm gonna need you to take...maybe less than 40%...mmmmmok?"
Why would anyone want to do any business with these guys?
Palladio said:
Rick hit the nail on the head with this:

"Since it seems unlikely that Geithner, Summers and Bernanke are all morons a big question is why are they willing to do so much harm to the taxpayers."

Why? I'd like to to hear some thoughtful opinions on this from Henry or other posters. And why even bother converting if you're going to do it at some arbitrary rate pulled out of a hat?
madmilker (URL) said:
303 million blind sheep being lead by one turnip, 550 jack@ss and elephants, a nincompoop with no ba!!s and a Wall Street full of sh!!. It only takes $450 million to get out of this mess and all the foreigners know this....to bad the American people are to busy buying cigarettes, beer, lotto tickets and trying to get their government to give them a new bathroom to know the same.
Chris Bowman said:
Question: Do taxpayers own $45 billion or $52 billion of TARP preferreds?

I saw this press release for another $7 billion so I'm wondering if it's actually $52 billion

http://www.citigroup.com/citi/fin/data/fs090116a.pdf?ieNocache=868
scolebert said:
@Palladio - From my point of view (which is that of an amateur observer), I think one reason for Geithner's willingness to stick it to the taxpayer is the fact that wiping out shareholders would have foreign policy implications. How much of Citi common is owned by Prince Alwaleed and the sovereign funds of petro-nations? If bank holders DO get completely wiped out, what willingness will those overseas investors have to invest more in US equities - or US debt for that matter? If China and the sovereign funds stop buying Treasury debt (which admittedly is not quite the same thing as C common, but bear with me), who exactly will fund this great bailout we are having? I think Geithner & co are having to walk a really fine line between doing the "right" thing - which, Henry has convinced me, is to wipe out the common - and scaring off foreign investors for decades. Those foreign investors are largely the ones who (a) fund our national debt and (b) send us oil. Unfortunately, we need them.

Did the equity holders risk and lose? Sure. Do they deserve to be wiped out? Sure looks like it. Would that wipeout have long-term consequences? I think it might. I too would love to hear some other opinions here; but I think the feds are in a real tight spot. I suspect that they are not morons, and that they are trying to balance doing the "right" capitalist thing with the "practical" realpolitik thing. I am not thrilled about this, but I bet it's part of the explanation.
Neuromancer said:
2 points

-The face amount of the preferred stock is meaningless. Who among us would pay 100 cents on the dollar for the crappy preferred stock now held by the US Gov't (Us). So the conversion will occur at some unknown ratio that may or may not leave the Gov't with 40% +/- of the equity.

-The important question for the holders of the private convertible preferred stock is what is going to be the carrot and what is the stick. $50 face C 6.5% Conv Pref is trading around $8.75 for a current div yield of about 37%. Current conversion ratio is 1.48, so if you voluntarily convert, you move down in the cap structure, give up the div yield and hold about one and a half shares of C common for you trouble - I don't think so. Now, the Gov't/C can offer to up the conversion ratio to something more palatable OR it can threaten to suspend div payments OR, more likely, some combination of the two to force/cajole conversion. And, back to the first point, there is not (nor should there be) a chance Mr. Private Convert Holder or the Gov't Convert Holder winds up with a conversion ratio that provides them with common stock worth 100 cents on the face dollar (in this case $50/$50.
Patrick said:
Baldrick: I have a cunning plan to solve the problem.

Blackadder: Yes Baldrick. Let us not forget you tried to solve the problem of your mother's low ceiling by cutting off her head.
TC said:
I don't think the foriegn ownership issue is a big deal. It's unlikely investors will be scared away from the world's largest economy for a long time because of one incident of alleged shareholder "abuse". Besides, the market's already done a lot of the heavy lifting on that. And I don't remember wails of protest from shareholders of IndyMac, WaMu, etc.

But...why not offer existing shareholders preferred stock in the newly cleaned up entity? for a price, of course. :)
MC said:
So... if the US government, for now, caps it's % ownership at 40% of C, that would translate to around $7.5 B worth of converting preferred to common equity, given $11 B market cap currently (unless there are willing private investors who would dilute the USG's stake as well). How is this going to help at all, given loss estimates are likely to be much higher? Is there anything but massive future stock dilution for C?
The Wanderer said:
What needs nationalizing is food and fuel stock, watercourses, transport systems, metal mining and processing, and communications. Little pieces of paper are for starting fires. Computers are for games and designing machinery - they should not be considered financial engines. They count too fast. Small business can build houses and trade grommets. Big business can provide the tax base and build refigerators for us.

Oh, the banks! Right! Well, the buildings will look fine without their current occupants, and gibbets are cheap to build. Gibbets, you say? Good Lord! But surely the fine drug dealers, thugs, psychopaths, and snakes that have been eating in the finer restaurants aren't THAT bad, are they? Well....easy enough to attach millions in illegally used armament investments to most of these guys....mass murder counts on the docket...and there's still room on the Gallows Tree for all the fools that voted for war, as well. All of them.
what the hell is wrong with everybody , when did shareholders stop paying taxes all i hear is my god save the tax payer hell lets help the shareholder
pitt said:
@Bowman

There was no capital injection for the additional $7B in preferred. That was the price for the huge asset guarantee on $300B of securities. Treasury has, however, committed an additional $5B in taxpayer money as 2nd loss backstop on the $300B (Citi takes first ~$30B in losses, then treasury at $5B and FDIC at $5B, then FED takes the hit for 90% of the rest (Citi the other 10%).

Technically the Treasury itself has committed itself to only $50B so far, but the potential for massive FED $$ printing to backstop C's losses is very real.
Well isn't this just great. What will Pandit say when C is under $1 in March and has to be de-listed?
Chris Bowman said:
Thanks Pitt.

I get a laugh when I think about all the pundits on TV back in September of last year who claimed that TARP was actually going to make money for taxpayers and we were getting a good deal here.

It looks like between AIG and now Citi we have taken about $200 billion in losses so far.
SCP said:
What if the real problem is uncle sam cannot actually absorb all of C at this time. Full nationalism is on the horizon...but not yet.
A. Magnus (URL) said:
Reading some of these comments here reminds me of the general ignorance displayed by the Soviets when it came to market economics. The federal government and its owner, the federal reserve have absolutely no constitutional mandate to be buying up private businesses to begin with. The only reason C is getting anti-free market help is because of their generous bribes paid out to legislators and regulators in the form of 'campaign contributions.' That and their willingness to participate in international money laundering schemes like Iran/Contra. C deserves to die as a business, as do all inbred, nepotistic, revolving-door business to government to business executive entities that predicate their success on their ability to pay off the state to eliminate their competition.