Friday, January 1, 2010

On Goldman and Synthetic CDOs

The topic du jour is apparently Goldman's synthetic CDOs. Gretchen Morgenson wrote a typically ill-informed and absurd front-page article on this subject last week (can the NYT please stick a fact-checker on her?), which got a considerable amount of attention. Yves Smith also wrote a long post denouncing Goldman's "deceptive synthetic CDO practices." Most of Yves' arguments are frankly baseless, but after an exchange with Yves in the comments section, I think I've identified the nub of the issue.

Yves' argument is that Goldman should have disclosed to investors that it was planning to retain the short position in the synthetic CDO, and not simply act as an intermediary. Arranging banks necessarily take the initial short position in a synthetic CDO, but most would then sell off the short position, pocketing just the arranging fee. Goldman, however, arranged some synthetic CDOs (emphasis on some) where it kept the short position for itself — and when the housing and structured finance markets collapsed, it was Ferraris for everyone! Yves thinks Goldman should have disclosed to investors that it would be in a position to profit if the synthetic CDO declined in value. I disagree.

First of all, investors don't have a right to know what Goldman's internal positions are, and they never have. Every single investor understood that Goldman also invested for its own account, and no one would have expected them to disclose their proprietary positions.

More importantly, what you have to realize — and where I think Yves goes wrong — is that Goldman wasn't necessarily placing an independent bet against the synthetic CDO market; rather, it was using synthetic CDOs to bet against the housing market. There's a big difference. Goldman was betting that the housing bubble would burst, and that the resulting decline in the housing market would be reflected in synthetic CDOs referencing mortgage-backed CDOs. (The mechanism was this: declining housing prices → higher default rates → reduced cash flows to mortgage-backed securities → lower RMBS/CDO prices → higher value of CDS protection on RMBS/CDOs → ca-ching!)

Goldman wasn't betting that liquidity would vanish and the CDO market would completely collapse — that was an unexpected windfall. In that sense, they got lucky (more on that later). Think about it like this: Goldman was betting that RMBS/CDO prices would fall from 100 to 75 because of weak fundamentals in the housing market, so they put themselves in a position to benefit from a decline in RMBS/CDO prices; in reality, the first hints of weakness in housing caused liquidity to completely dry up and RMBS/CDO prices to collapse from 100 to 50. They definitely weren't expecting that.

If Goldman's plan all along was for the synthetic CDO market to collapse, then why were they consistently the biggest liquidity provider (by far) in structured products and structured finance CDS (i.e., ABX tranches)? The point is that Goldman didn't need to artificially drive down the synthetic CDO market. They set themselves up to profit from the decline in synthetic CDOs that would follow naturally from weakening fundamentals in the housing market. By the same token, Goldman didn't need to manipulate the structure of the synthetic CDOs they arranged; any run-of-the-mill synthetic CDO referencing subprime-backed cash CDOs (to the extent there was such a thing) would've suffered steep price declines once housing prices started plummeting. What's more, later investors sometimes made the deal conditional on Goldman retaining the equity tranche, or required that the senior or super-senior tranches contain put options, so it's not like investors were defenseless — they had tools they could use to protect themselves, and they sometimes did.

It's also important to examine the timeline. Goldman's Abacus shelf was started in 2004, and Goldman didn't start going short the housing market as a firm until December 2006. When they did decide to start shorting the housing market in December 2006, they were initially just hedging the long exposure to CDOs they had built up, and they primarily executed this hedge by shorting the lower-rated ABX tranches (an index CDS referencing 20 subprime-backed CDOs) rather than retaining the short position in synthetic CDOs. This makes sense: their long CDO exposure in early 2007 would have been concentrated in 2005-2006 vintages, and the ABX was the only product that would have allowed them to hedge earlier-vintage CDOs (by, for example, buying protection on the ABX BBB- 06-2 tranche, which references 2006-vintage CDOs).

It wasn't until late April 2007 that Goldman started unloading its CDO inventory and took a real directional short position on housing, and when they did, they again primarily used the ABX rather than retaining the short position in synthetics they arranged. From Charles Ellis' The Partnership:

In late April, Dan Sparks, head of mortgages, and two traders, Josh Birnbaum and Michael Swenson, met with a small group of senior executives and warned of a major problem with the firm’s inventory of $10 billion in CDOs: It was heading south. Sparks wanted the firm to cancel underwriting any pending CDO issues, sell all the inventory it could, and make major bets against the ABX index. Sparks’s recommendation was accepted and implemented. (emphasis added)
I know Goldman underwrote a few more CDOs after April 2007 — it was probably too late to cancel the May issues — but to my knowledge, not many of them were residential mortgage-related (they were mostly backed by CMBS and bank loans).

So let's sum up: Goldman arranged synthetic CDOs off its Abacus shelf from 2004 to 2007; they started betting against housing via synthetics and the ABX in December 2006, and began to take a directional short position on housing in late April 2007; they arranged — at most — only a handful of cash and synthetic CDOs backed by RMBS after they decided to actively short the housing market; in those deals, they fully disclosed that they would be taking the initial short position in the synthetic deals, and that they might choose to retain the short position; every investor understood that Goldman actively invested for its own account, and none of the investors had any reason to expect Goldman to disclose its proprietary positions; and Goldman had publicly stated on numerous occasions that it was bearish on housing. Yeah, it's safe to say that critics of Goldman are grasping at straws.

If you ask me, Goldman was almost as much lucky as they were good. Like I said earlier, they were expecting serious declines in the CDO market, but the utter implosion of the CDO market was an unexpected windfall. Also, the only reason they started to take a closer look at housing — as Lloyd Blankfein has stated on several occasions — was because they took mark-to-market losses on their MBS holdings for a few days in a row in late 2006. That prompted them to dig deeper, and they subsequently realized that the housing market was in serious trouble. That's all well and good, but Goldman got lucky: what if the MBS market had collapsed over a weekend, without any prior warning? Why did Goldman need mark-to-market losses to tip them off about the horrid state of the subprime market? Shouldn't they have learned how bad things were when their RMBS and CDO underwriting teams did their due diligence? They definitely deserve credit for investigating further after the mark-to-market losses, but that's not how it should have happened.

37 comments:

Cetamua said...

"Dan Sparks, head of mortgages, and two traders, Josh Birnbaum and Michael Swenson, met with a small group of senior executives and warned of a major problem with the firm’s inventory of $10 billion in CDOs: It was heading south. Sparks wanted the firm to cancel underwriting any pending CDO issues, sell all the inventory it could, and make major bets against the ABX index. Sparks’s recommendation was accepted and implemented."

This fits quite nicely with a comment a friend of mine who worked at UBS told me a few years ago; that Goldman Sachs had a managerial structure that was VERY attuned to risk control. The fact that these 3 gentlemen got the attention of senior management, were listened to with attention (instead of being brushed of as it happened elsewhere in other WS firms) and have their recommendations implemented speaks volumes.

They got lucky because they were prepared for it.

Anonymous said...

It's all very suspicious. Remember Goldman was the organisation which setoff a massive change in the marks of the different subprime backed CDOs. Taken from House of cards, where the Bear Stearns hedge funds were set to mark some of their portfolio at 98/97 (baed on outside marks, not their own), Goldman came in and marked it at 50.

With these synth CDOs, why wouldn't goldman, knowing they were taking the short position (albeit with a risky equity tranche to partially hedge), fill it with higher probability garbage? They have deniability on it but still, isn't that what any smart person would do given the chance?

To make it seem like they were just selling "cookie cutter" Synth CDOs I believe is somewhat disingenuous. There's definite smoke here, be interesting to see if anything gets russled out.

Zen said...
This comment has been removed by the author.
anne said...

On its website, Goldman Sachs states that its #1 business principle is:

"Our clients' interests always come first. Our experience shows that if we serve our clients well, our own success will follow."

Betting against the U.S. housing market certainly helped Goldman Sachs (banner year they're having!), though not clear on how it helped the customers who bought the CDOs.

You are right when you say Goldman Sachs bankers are very bright. They certainly navigated the rocky waters of the current fiscal crisis better than anyone. I don't think it's attributable primarily to luck, either.

However, as Jack Welch discovered, when news of his post-retirement pay package was leaked during a messy divorce, perception means a very great deal in American business. Can Goldman Sachs survive as an investment bank if there is the perception that it makes money by cheating customers and not sharing the wealth appropriately with shareholders?

Anonymous said...

EoC,pardon my ignorance of this stuff, but when it is said the CDO market had become illiquid during 2007, does that mean illiquid only for the long bet, or for both long and short?

Did illiquidity have any role in GS's retention of the short bet?

Anal_ said...

Good stuff. Unfortunately, your work, mine at The Atlantic, etc, which purports to share the truth, gets mere fractions of the attention of that published by the ignorati in the MSM, sigh...

Eagle said...

"Can Goldman Sachs survive as an investment bank if there is the perception that it makes money by cheating customers and not sharing the wealth appropriately with shareholders?"

It obviously cannot thrive, which is obviously partly of the reason Yves persists in these baseless accusations - whipping her uninformed commentariat into a frenzy.

Beezer said...

I'm a little surprised that Goldman was ethical in not divulging information that their own interests conflicted with those of their customers.

Television guests, for example, are required to disclose such information when dispensing opinion. It's expected. And to me, it makes obvious common sense.

Corporate CEOs are required to inform shareholders of events, particularly those that are adverse, as soon as possible.

One need not know the Goldman book, per se. But one should at least know Goldman's position if it is contrary to a product being offered by Goldman.

Miguel_Swanstein said...

Ah EOC, once again you make irritating but clearly correct arguments.

I heard many a rumor both pre-and-post credit crash that several WS shops had war-gamed out "doomsday" trades as the skies began to darken. Goldman seemed to be one of the few that actually put them into action.

And there really is no reason that the hapless investors in these CDO products couldn't have slapped the same hedges on if their remittance reports began to show instability in their cash flows.

That said, Goldman still needs to be held accountable for its machinations to be made whole on their AIG counterparty exposure (which they mismanaged dreadfully if not fatally) at taxpayer expense. But this stuff doesn't reach that level of nefariousness.

Here's to hoping you find the energy for more prolific posting in 2010....you are a helpful voice in a very confusing time.

Anonymous said...

"That said, Goldman still needs to be held accountable for its machinations to be made whole on their AIG counterparty exposure (which they mismanaged dreadfully if not fatally) at taxpayer expense ..."

Prior to the Federal Reserve's lending of of 85 billion, GS had 5.9 billion in collateral on what became the ML III CDO. After the the Federal Reserve loan to AIG, they received an additional 2.5 billion. That 2.5 billion was backstopped by another CDS, and on that they had received around 1.4 billion in collateral.

So they were light a mere 1.1 billion in collateral on hand.

While light, this can hardly be described as mismanaged.

There were no machinations to make them whole.

14 - 14 billion notional (what GS sold to ML III)
(5.6) - fair value of the above asset
(5.9) - AIG collateral in GS's hands
(1.4) - 3rd party collateral in GS's hands
--------
1.1 - additional amount 3rd party would have had to come up with to make GS whole on the 14 billion had AIG gone bankrupt

Anonymous said...

Hi Anon @3:47...

If you'd actually read the the book, you'd see that GS said to anyone complaining about the marks that if they genuinely thought these products were worth more then GS would be happy to sell to them at the original marks and that company would make "easy money". No one took them up on the offer..

Cheers

Danny

Jeff Green said...

The housing market is doing better.
Let's hope it continues year in and year out.

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Anonymous said...

Your post only demonstrates your poor ethics. If this level of non-disclosure is considered acceptable on Wall Street, then all small investors should pull out of the shark tank.

Anonymous said...

Of course, GS was also bailed out via the usual AIG conduit....

Anonymous said...

Anon, yeah because it is common in all other industries to publish on the Internet all their sales plans. It is also common when selling to a customer to provide a full list of other people buying and selling the same products along with the price they are paying.

Feel free to leave the shark pool, look forward to seeing you again at the top of the next bubble and reading the same comments about how you were duped...

Danny

Jeremy Johnson said...

At my old firm we looked very hard at doing both a pure synthetic CDO and selling protection using CDS in our cash CDOs. For the sake of disclosure we never did a CDS. I think the portfolio manager just wasn't comfortable with them. My hesitation was the counterparty risk, which the PM didn't care about at all thinking no large bank would fail (although his instincts proved right in the end). Luck would have it that had we done any CDS it probably would have been with Lehman since we had an ISDA is place with them and only one other firm.

I want to make this next part very clear: I could not care less if the bank retained the other side of the CDS contract (the "short" position) or offset it against another investor.

Most of the people involved weren't expecting that they were protecting themselves against 50 point losses, to reiterate what was stated in this article -- rather firm's were betting one credit may outperform another by 50 or 100 basis points and they would make a little profit being long this name instead of another. I doubt GS even thought they would make 25 points on these contracts.

Anyway, I'm not here to write an essay on the ethics of the financial business, just to give you one market participant's opinion.

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sarip husen said...

This post was very informative.
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