If you're seeing this message, it means we're having trouble loading external resources on our website.

If you're behind a web filter, please make sure that the domains *.kastatic.org and *.kasandbox.org are unblocked.

Main content

Bailout 12: Lone Star transaction

A real life example of a transaction involving CDOs. Created by Sal Khan.

Want to join the conversation?

  • blobby green style avatar for user LooQuanxiang
    How would Lone Star Funds benefit from this?
    (15 votes)
    Default Khan Academy avatar avatar for user
    • blobby green style avatar for user tonymontanaoooo
      The affiliate of Lonestar would only benefit if the ABS CDOs rise in value. In that case, the Lonestar "firm" would be able to sell them in an open market for more than the $6.7 Billion. Say that three months after July, the value set by the market was $10 Billion, meaning that someone in the world was willing to pay $10 Billion for all those CDOs, then of course Lonestar would profit by $3.3 Billion by selling. The investors that supplied the original $1.7 Billion would get a return on equity and Merril Lynch could get back their $5 Billion loan. But these CDO's were put together in a way that essentially made them pure risk. There was no way the CDOs could avoid collapse, being all risk, so there was no way that Lonestar could benefit. They were doomed.

      In my opinion there is no way that the people who packaged and sold these CDOs didnt know that the values would plummet. The reason I think this, is because to me, the CDO's look specifically designed to take on the burden of risk from much of the bank's assets as a whole. You have to remember that these were purposely touted as "super senior", when it seems to be quite the opposite. Securities with a risk of near 100% are obviously not super anything. So what it really boils down to is the perception of value. Through a smoke and mirrors game, Merrill Lynch and others were able trick buyers into handing over their wealth on a massive scale. They created a perception of value that was completely false, very similar to when someone is tricked into buying fool's gold. Only this time, the victims were pensions and retirement funds.
      (46 votes)
  • blobby green style avatar for user wadethefred
    Isn't this exactly what Enron did? i.e. create a separate entity to hide toxic assets? How is this still legal? (Great video Sal!)
    (6 votes)
    Default Khan Academy avatar avatar for user
    • starky ultimate style avatar for user MailGregoryT
      It's not quite what Enron did. Enron didn't actually have toxic assets. They were literally making up numbers, and making up fake companies, that "transacted" with Enron, in which Enron gained a profit, or yes, unloaded their debt, or bad assets. Even though those assets were often not real at all, it was a way to make the numbers look good "officially".
      (13 votes)
  • CDOs have been around for thousands of years. Why did their uncertain value just recently become a problem?
    (3 votes)
    Default Khan Academy avatar avatar for user
  • leaf green style avatar for user Harsh Singh
    I still dont understand why they call it super senior. In a CDO - the senior gets paid first and the equity gets paid last. I know equity is crap, but there should still be stuff in the senior tranch. In fact, it ought to be close to full - i doubt everyone defaulted on their mortgages. So in my eyes - the lone star company made out like bandits! But this doesn't seem to be the case. Can someone please explain why?
    (6 votes)
    Default Khan Academy avatar avatar for user
    • purple pi purple style avatar for user Brandon Christensen
      I think that it's like it was said in an earlier video, that these assets are not transparent. We don't know what is in these CDO's, so to say that they got 30.6 Billion dollars in assets for $1.6 billion sounds like a great deal, and the fact of the matter is that all of these assets are probably not going to default. However, you never know where these mortgages were based out of. What if they were out of Las Vegas Nevada, well then $1.6 billion dollars may be overrated. Did Lonestar have access to see what was in these CDO's? Probably, which strengthens the fact of Sal's argument in the video about transparency, that if these CDO's were more transparent then maybe private investors would be more apt to invest in them.
      (4 votes)
  • blobby green style avatar for user Jendavo86
    Does anyone know if Sal explains that middle paragraph in another video?
    (5 votes)
    Default Khan Academy avatar avatar for user
    • leaf green style avatar for user mpicky17
      I am a novice at this, but here is my attempt at deciphering:

      "On a pro forma basis ... from 19.9 billion at June 27, 2008 to 8.8 billion" - Merrill Lynch reduced their "assets" by 11.1 billion per the discussion in the first paragraph. I put "assets" in quotations because they're stinky, as Sal puts it.

      The rest is segregating the rest of the "assets".

      "The pro forma $8.8 billion ... hedged with an aggregate of $7.2 billion of short exposure of which $6 billion ... and $1.1 billion are with MBIA" - $7.2 billion of the $8.8 billion are "short exposure". What that means, I can't say. My guess is this could be considered short term loans. The $7.2 billion is further broken down to $6 billion and $1.1 billion (though that only adds to $7.1 billion). They provide some rationale why these "assets" are not toxic based on collateral servicing agreements and MBIA. If you look at MBIA on wikipedia, they went from a AAA rating to garbage over the next few years (http://en.wikipedia.org/wiki/MBIA).

      "The remaining net exposure will be $1.6 billion" - $8.8 billion minus the $7.2 billion that they "justified" gives you 1.6 billion in "assets" that they don't even attempt to justify.

      "The sale will reduce Merrill Lynch's risk-weighted assets by approximately $29 billion". $30.6 billion (from the first paragraph) minus $1.6 billion (the remaining "exposed" assets), gives a decrease of $29 billion on their assets.
      (5 votes)
  • blobby green style avatar for user Neil Rosenbaum
    The notion that these CDOs were "super senior" suggests that they were at the bottom of the bottom of the hierarchy of tranches meaning they were supposed to be the safest of the group. If so, does that mean that this group of CDOs were so completely "smelly" that all tranches collapsed leaving next to nothing even in the safest bin? If so, we have "sad" to a huge degree!!
    (2 votes)
    Default Khan Academy avatar avatar for user
  • leaf grey style avatar for user Shlomo Fingerer
    Who is Lone Star, and where are they today?
    (2 votes)
    Default Khan Academy avatar avatar for user
  • piceratops ultimate style avatar for user Mike Xie
    LOL I still have no idea what's going on in the real world.
    So basically Lone Star spent 1.7B to buy some stinky CDOs that had a notional value of 30B, but turned out to be 6.7B, but then turned out to be 4.4B

    Having these CDOs would let Lone Star get interest from the mortgages. And if anything happens, the Lone Star affiliate would just default on the 5B loan, and lose 1.7B.

    So basically Lone Star payed 1.7B to play with some CDOs?
    (2 votes)
    Default Khan Academy avatar avatar for user
  • blobby green style avatar for user Eugetrebs
    Correct me if I am wrong but, at the end of the story, those CDOs stinked so much that Merril Lynch was ok to accept the worst case scenario of selling them for 1.7B + eventually getting back remaining assets from LSF Default?
    (2 votes)
    Default Khan Academy avatar avatar for user
  • I do not agree with Mr. Khan that buying assets with leverage means the assets are "even stinkier" than had they been bought without leverage. Is a house’s value stinkier with leverage? (despite the declining housing market of 2008, the answer is unequivocally "no"). Values change over time and leerage exacerbates those movements, but leverage by itself does not cause a valuation to be “stinky.”
    Further there is no credible explanation why a "no recourse" loan "adds insult to injury" or why thi
    (1 vote)
    Default Khan Academy avatar avatar for user
    • aqualine ultimate style avatar for user Abdulaziz.Saja
      I don't think that Sal's referring to the leverage buy itself.Leverage buyouts happen in the corporate world and many times strong enterprises are bought out this way so leverage doesn't indicate the stinkiness of the asset being bought. What I think he's referring to are the terms at which ML agreed to for this purchase. According to the last paragraph, the terms are clearly on Lone Star's favor. I mean not only are they not willing to put in more than 20% of the purchase price out of their own pocket but also in case they decide not to pay back the $5bn loan of ML, all ML can do is just take back these CDOs. So, it seems that ML is so desperate to off load these stinky assets off their books that they are willing to agree to such unfavorable terms.
      (2 votes)

Video transcript

I tend to do a lot of videos with simplified examples and round numbers. But let's get a little bit of dose of reality and actually analyze a real transaction that happened. Just to show to you that some of these CDOs are selling for well below what the people paid for them, or what that they were listed as on the books. And even the price is actually, probably, even worth less than what the person actually paid. Let's just analyze this and then I'll let you make your own conclusions. So this was a press release. This is part of the press release that Merrill Lynch sent out on July 28. And just remember, they had just finished reporting earnings, right? As of June 30. That's when they do a snapshot of their books. So keep that in the back of your mind. Right? It says on July 28, Merrill Lynch agreed to sell $30.6 billion gross notional amount of U.S. super senior ABS CDOs to an affiliate of Lone Star Funds. So this is important. So the $30.6 billion, what is that? That's the number that either Merrill Lynch originally paid for it, or the amount that they originally valued those CDOs are. So $30.6 billion gross notional-- notional, I have a notion it's worth this-- notional amount of U.S. super senior. That sounds safe. Super senior, ABS-- that's short for asset back security-- CDOs-- we know a lot about CDOs now, collateralized and obligations-- to an affiliate of Lone Star Funds. So this is a Texas private equity firm. I'll underlined them in green, because I think they know what they're doing. For purchase price of $6.7 billion. So just off that first line, just very superficial, before we do any other real analysis, notice that, at one time, there was an asset that someone had a notion was worth $30.6 billion. And now they sell to this private equity firm for $6.7 billion. So what's the recovery on that asset? Just superficially? And we're going to dig in a little bit and realize that recovery is even worse than that. They're able to sell for $6.7 something that they originally thought was worth $30.6. So that's $0.22 on the dollar. So this, at least what that first sentence implies, it is $0.22 on the dollar. At least relative to the original amount that the those assets were booked at. At the end of the second quarter of 2008. Notice, the end of the second quarter of 2008 was four weeks ago relative to this press release. That's June 30, four weeks ago. Not like can happen in four weeks. At the end of the second quarter of 2008, these CDOs were carried at $11.1 billion. So this is interesting. So Merrill Lynch, at one point, probably last year, had these assets on their balance sheets for $30.6 billion. They, too, realized that they were stinky assets. And they said, well, we have to, just to be somewhat genuine, we have to write down these assets a little bit. And notice, they don't want to write them down too much, because if they write them down too much no one else is going to want to invest in Merill Lynch. Or maybe they'll say Merrill Lynch might not even have anything left. But at some point, they said, you know what, we will be pseudo honest with the market. And these things that were worth $30.6 billion, we're going to write them down to a $11.1 billion. So they must have taken-- if they did that in one period, I don't know how many periods it took them to realize that this $30.6 billion asset was really worth $11.1-- but in those periods, they would have had to take a-- what is that? A $29.5 billion write down. Right? And they did that to look pseudo honest that the asset it is worth $11 billion. But they valued it at $11 billion. And then four weeks later, they sell it for $6.7 billion. So whatever was on their books on-- as far as this asset is concerned-- whatever was on their books on July 1, or on June 30, what are they getting recovery relative to that? They're getting $6.7 billion for something that just four weeks ago, not a lot can happen in four weeks. Woops. $11.1 and then I can delete that. So they got $0.60 on the dollar relative to what was on their books as of June 30. Right? So It's a $0.60 recovery relative to what they thought it was worth only four weeks ago. And then they say, in connection with this sale, Merrill Lynch will record a write-down. Essentially, now we sold this thing. So now we have to essentially come to terms with reality. And so they recorded a write-down of $4.4 billion pretax. And what's $4.4? That's the difference between what they thought it was worth, between the $11.1 billion and what it ended up being worth, or $6.7 billion. What's interesting here is that's not the end of the bad news. You might think that's bad enough. They were only able to get $0.22 on the dollar for something that they originally valued at $30.6, or what four weeks ago they valued at $11.1 billion, right? And I don't think they got a lot more information. I think they just put that $11.1 billion down on June 30 just because it was probably a convenient number. Enough of a write-down to make it look like you're writing things down. But not so much of a write-down to scare people too much. But this is the interesting part. I mean this paragraph talks little bit about the exposure, and we can get into that. But if I talked about that, I could talk another 20 minutes. But let's get to this last paragraph that was buried in the press release. And this is really the crux of things. And this, I think, will give you a clue of the shell games that the financial industry tries to play on people. Merrill Lynch will provide financing to the purchaser for approximately 75% of the purchase price. So Lone Star Funds, they're buying it for $6.7 billion, but 75% of that is a loan from Merrill Lynch. So how much are they lending? 6.7 times 0.75. They're lending them roughly $5 billion. Right? So Merrill Lynch is lending $5 billion-- I don't like that color-- $5 billion. So Lone Star says these things are so stinky, we're only going to pay $6.7 billion for them. And in fact, they're even stinkier than that. In order for me to buy them, I don't even want to buy them with my money. You're going to have to lend me most of the money to buy that asset. And even this wouldn't be so bad if you just lent it generally to Lone Star. And if one day Lone Star, if these assets were worth nothing, you could still go after Lone Star's other assets, right? If you could just go after Lone Star generally, maybe this loan isn't such a crazy thing because maybe Lone Star has a lot of assets. I don't know. But I suspect that they're fairly large private equity firm. This is just insult to injury right here. You got to give credit to those Lone Star guys. The recourse on this loan-- the recourse is essentially what you can go after if the person decides that they don't feel like paying that loan-- the recourse on this loan will be limited to the assets of the purchaser. The purchaser will not own any assets other than those sold pursuant to this transaction. So essentially, what Lone Star did, because Lone Star does own assets other than essentially this asset that it's buying right now. I'm guessing it does. That it's a real private equity firm. What they probably did is, they created a corporation that does not own anything else, right? So that if they default, nothing's left. So they created a corporation, they capitalize that corporation, with whatever, $1.7 billion. So essentially Lone star puts $1.7 billion into the Lone Star Funds, or whatever. An affiliate-- the affiliate is probably the corporation that they created. So this affiliate is created by Lone Star. Lone Star puts in $1.7 billion into it. Merrill Lynch lends this affiliate $5 billion. And then this affiliate buys, or Merrill Lynch is able to off load this $6.7 billion on to that affiliate. And this is a special purpose entity if I've ever heard of one. Because it's purpose is very special-- essentially for Merrill Lynch to take something off of it's books, and not have to write it down all the way. Think about what happens. Let's say that these assets are worth 0. Let's just say that they're completely worthless. In the previous video I showed you why that could be the case. What's the loss to Lone Star? Well Lone Star, they don't have to pay the 5 billion back. We just said the purchaser will not own any assets other than those sold pursuant to this transaction. And that the recourse is only those assets, right? So if they don't pay that loan back, Merrill Lynch, all they can do is take back those worthless assets. And then what's going to happen? Well then Lone Star is just going to lose $1.7 billion. Or even better, what if those assets are only worth $1.7 billion? Right? Let's think about that example. Let's say those assets are worth $1.7 billion. And Lone Star says, you know we don't feel like paying back this $5 billion loan. What's going to happen? Merrill Lynch is going to just take back those $1.7 billion of assets. So what's Lone Star's downside? $1.7 billion. So essentially, what are they paying for it? They're essentially paying $1.7 billion, and they're kind of sharing the upside in between $1.7 and $5. So really, if you think that they're paying $1.7 or even a little bit more, what is Lone Star putting at risk? $1.7. So $1.7 billion divided by-- what was the original notional value of this asset?-- So they're paying $0.06 on the original notional value. And what are they paying relative to what Merrill Lynch told its shareholders this asset was worth four weeks before this press release? They're paying $0.15 on the dollar relative to that. Well anyway, this is a real world example. This was not made up by me, and frankly I don't think I could have made up something this outlandish. But it hopefully gives you an idea of what is actually going on in the real world.