Structured Investment Vehicles Explained

GORDIAN KNOT

How London Created a Snarl
In Global Markets SIVs Fueled Debt Boom,
But Now Banks Scramble To Prop Up the Funds

By CARRICK MOLLENKAMP, DEBORAH SOLOMON, ROBIN SIDEL and VALERIE BAUERLEIN

October 18, 2007; Page A1

Years ago, two London bankers left Citigroup Inc. to set up a company specializing in a new kind of investment fund. They named their firm Gordian Knot Ltd., they said, because they liked the legend about Alexander the Great solving a complex knot by simply taking a sword to it.

Now, the U.S. Treasury and the world's biggest banks are grappling with their own baffling knot: how to prevent the unraveling of an entire class of such funds -- called structured investment vehicles -- from turning into a financial and economic disaster.

The industry that grew out of the efforts of the two bankers, Nicholas Sossidis and Stephen Partridge-Hicks, is in trouble. Fears are rife that dozens of huge, structured investment vehicles, or SIVs, many of them affiliated with banks, will be forced to unload billions of dollars of mortgage-backed securities and other assets. Such a fire sale could cripple debt markets that play a crucial role in the global economy by providing financing for everything from company payrolls to mortgage loans.

In recent weeks, bankers and Treasury officials have held a string of urgent meetings to address the problem. They summoned Messrs. Sossidis and Partridge-Hicks because of their expertise in SIVs, which until weeks earlier some of them had never even heard about. Gordian Knot runs the world's biggest such fund, with some $57 billion in assets, from an office in London's ritzy Mayfair district.

The two bankers are part of a small coterie of London bankers who engendered what became a $400 billion industry. The funds boomed because they allowed banks to reap profits from investments in newfangled securities, but without setting aside capital to mitigate the risk.

Now the industry has become a significant threat to the stability of global financial markets. After the recent meetings, Citigroup, Bank of America Corp. and J.P. Morgan Chase & Co. announced an extraordinary effort: They will attempt to raise a fund of as much as $100 billion by the end of the year aimed at supporting an orderly unwinding of many SIVs, with an eye toward restoring investors' confidence in the debt markets that the funds use to raise money. They chose $100 billion as a goal for the superfund based on a back-of-the-envelope calculation -- roughly one-third of the $350 billion in debt issued by SIVs would be coming due in the next six to nine months.

Significant Obstacles

The plan faces significant obstacles. Some bankers have been hesitant to take part on the grounds that it would amount to a private-sector bailout of Citigroup -- an assertion the bank denies. Citigroup is the largest player in the SIV market with seven funds holding about $80 billion in assets. Many investors are skeptical.

"Conceptually it's a good idea, but we prefer higher quality paper," said Chris Vincent, head of William Blair & Co., a Chicago-based firm with $2.5 billion in fixed-income investments. He added that the firm has not been comfortable with SIVs, "and this would be like a super version of one."

The fund's sponsors have countered that it won't be a sweetheart deal for the SIVs: They'll have to pay a fee to take part, accept a discounted price for their assets and help insure investors against losses. The fund has garnered the support of big investors such as Fidelity Investments and banks including Wachovia Corp.

The late 1980s, when the idea for SIVs was born, was a period of sweeping change in the credit markets. The concept of securities backed by home mortgages was evolving, and the junk-bond boom that made Michael Milken famous was going strong.


Mr. Partridge-Hicks, working in London, and Mr. Sossidis, based in New York, were looking for a better way for Citigroup clients -- pension funds and banks -- to profit from the nascent market for securities backed by assets such as commercial mortgages and credit-card receivables.

The two bankers hatched the idea of setting up a fund that would issue short-term commercial paper and medium-term notes to investors, then use the money to buy higher-yielding assets, typically longer-term ones. The bank would profit by collecting fees for operating the fund. The fund's assets would belong to its investors, so they would stay off the bank's balance sheet. SIVs had an advantage over conduits, a similar structure that was already gaining popularity: They didn't require banks to cover fully the fund's debts if the commercial-paper market dried up.

In 1988 and 1989, Messrs. Sossidis and Partridge-Hicks launched the first two such structures for Citigroup, called Alpha Finance Corp. and Beta Finance Corp. Both attracted investors, garnered high credit ratings and generated hefty profits for the bank. In 1993, the two men left Citigroup to form Gordian Knot.

Assets in SIVs ballooned into the hundreds of billions of dollars globally, but the business remained local, dominated by London-based bankers and lawyers, many of whom had some connection to Citigroup. After the departure of Messrs. Sossidis and Partridge-Hicks, Citigroup's London office launched five more SIVs with names such as Centauri and Dorada. Their combined assets reached $100 billion earlier this year. In 1997, two more bankers left Citigroup for Germany's Dresdner Kleinwort to help arrange an SIV called K2 Corp. Citigroup also earned fees by helping other banks arrange SIVs, such as Tango Finance Ltd., which it set up for Dutch bank Rabobank in 2002.

London law firms, too, got into the action. Last year, the London office of Chicago law firm Mayer Brown assisted German bank HSH Nordbank in the creation of an SIV called Carrera Capital Finance Corp.

London, a Small World

Most of the few dozen SIVs, typically registered in offshore havens such as the Cayman Islands, are managed out of London. Most players attribute the city's dominance to the fact that SIVs are extremely complex, often taking as much as a year to set up, so it is difficult for new players to enter. Because the business started in London, most people with the necessary skills and experience are in the United Kingdom, says Geoff Fuller, an attorney with Allen & Overy LLP in London, who has advised Citigroup and other clients on SIVs and other structured-finance products. "It's a small world where people know who their competitors are," says Mr. Fuller.

Mr. Sossidis says that as the SIV market peaked in recent years, many of the new players didn't fully recognize the perils involved in borrowing money short-term and investing it long-term. "These were the last ones to enter, the first ones to exit," he says.

In the wake of the 1998 collapse of hedge fund Long-Term Capital Management, Gordian Knot took precautions to protect itself from being forced to sell its assets if markets turned against it. Among other things, the company got rid of a trigger that would force its flagship Sigma fund to sell if the value of its assets fell. In addition, he says, the firm sought to better match the duration of its assets and liabilities. Analysts now say that veteran organizations such as Gordian Knot should be able to survive the current crisis.

When troubles with subprime mortgage loans in the U.S. sparked a broader credit crisis this summer, SIVs didn't appear to be affected because few had exposure to subprime loans. On July 23, Moody's Investors Service said in a report that SIVs were "an oasis of calm in the subprime maelstrom."

Within days, though, weaknesses began to show in the short-term debt market. In late July, a bank affiliate set up by German bank IKB Deutsche Industriebank ran into trouble. It had relied on extremely short-term financing in the commercial-paper market to finance investments in risky securities backed by subprime loans. A month later, Cheyne Finance, a $6.6 billion SIV operated by a London hedge fund, began liquidating assets to repay debts.

By now, investors in Citigroup's SIVs were growing concerned. Citigroup's London office issued a letter to investors in its seven SIVs saying that its funds were sound. On Sept. 6, the bank took the extraordinary step of stating publicly, through statements to the London Stock Exchange, that its SIVs had little subprime exposure. But Citigroup, too, was selling assets. Today the bank estimates the value of its SIVs at $80 billion, down from nearly $100 billion in August.

Throughout August, U.S. Treasury Secretary Henry Paulson and other top Treasury officials were watching with increasing concern as the commercial-paper market, on which SIVs rely for much of their funding, began showing signs of severe strain. Information from the Treasury's markets room, where staff sit in front of flat-screen monitors scrutinizing market movements, was painting an ominous picture. The difference between yields on Treasury bills, which are considered safe investments, and corporate commercial paper, which companies issue to fund day-to-day expenses, was growing sharply -- a sign that investors were rapidly losing confidence.

Robert Steel, Mr. Paulson's top domestic finance adviser and a former Goldman Sachs Group Inc. executive, learned from colleagues on Wall Street that the crux of the trouble was SIVs. Investors in the commercial-paper market had all but stopped lending to the vehicles. Mr. Steel and others within Treasury began to worry that the bank-affiliated funds would engage in a fire sale of assets, a move that could exacerbate the credit crunch and damp the broader economy. "What you don't want is a disorderly liquidation," Mr. Steel explains.

Dumping of Assets

On Sept. 13, Mr. Steel began phoning Wall Street executives. That Sunday, Sept. 16, about 30 people gathered in a large conference room across the hall from Mr. Paulson's office. The group included executives from Citigroup, Goldman Sachs, Lehman Brothers Holdings Inc., Merrill Lynch & Co., Bank of America, J.P. Morgan Chase, Bear Stearns Cos. and Barclays PLC. As they munched on sandwiches provided by Treasury, a consensus emerged that large-scale dumping of assets was a likely outcome over the next year, people who attended the meeting say.

At first, some bank representatives were hesitant to get involved, saying they didn't see a need to participate if they didn't have exposure to SIVs, according to the people who attended. But Treasury officials stressed that even if the banks didn't have direct exposure to SIV assets, there was a broader risk that would eventually filter down to everyone, including those firms.

At least one bank representative suggested that Treasury step in with some money to help bail out the firms, the people who attended say. Mr. Steel told the group that wasn't an option: Treasury would only back a private-sector, market-based solution. "We bought the sandwiches, and that's it," Mr. Steel told those assembled.

In the room was Nazareth Festekjian, a 15-year Citigroup veteran who runs a group that deals with unusual situations, such as the restructuring of Iraq's debt in 2005. Mr. Festekjian, 46 years old, hadn't known what an SIV was until he received a call several weeks earlier from a government contact asking him to work on a solution.

He and his team came up with the idea to create a fund that could "bridge the gap" in the market by acquiring assets in a way that might give investors more comfort, according to a person familiar with the matter. At the meeting, Mr. Festekjian unveiled his plan, which was printed up in color, says one person who was present.

Backing Away

The following week, the group again gathered in New York. There were fewer bankers, but they were joined by big SIV investors, including Fidelity and Federated Investors Inc., and by Messrs. Sossidis and Partridge-Hicks. SIV managers expressed frustration with investors for backing away from the market, according to two people who attended. Investors complained that the SIVs were not as reliable as they had been billed, one of these people says. Ultimately, all sides settled down and agreed that a solution would be important for the market.

The banks and investors held conference calls every other day until participants agreed on a plan. Richard L. Prager, Bank of America's head of global rates, currencies and commodities, who was considered an experienced but relatively neutral party, has since been leading the campaign to sell the superfund to other banks, investors and SIVs.

The plan still may not come to fruition if not enough banks agree to provide financing, or if SIVs decide that the cost of participation is too high. Some SIVs, including those sponsored by smaller U.S. banks, have started working out their own solutions with investors, and say they don't plan to join the superfund. Architects of the plan could be satisfied if no one at all ended up using the fund, so long as its existence staved off a collapse of the SIV market, according to a person familiar with their thinking.

--Ian McDonald and Craig Karmin contributed to this article.

Write to Carrick Mollenkamp at carrick.mollenkamp@wsj.com4, Deborah Solomon at deborah.solomon@wsj.com5, Robin Sidel at robin.sidel@wsj.com6 and Valerie Bauerlein at valerie.bauerlein@wsj.com7

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