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What Happened?

I found this ober at Freakonomics.

It is a great blow by blow. Original post

The F.A.Q.’s of Lehman and A.I.G.
By Douglas W. Diamond and Anil K. Kashyap
A Guest Post

For most of the last 20 years we have been studying banks, monetary policy, and financial crises. So for us the events of the last year have been especially fascinating.

The last 10 days have been the most remarkable period of government intervention into the financial system since the Great Depression. In talking with reporters and our noneconomist friends, we have been besieged with questions about several aspects of these events. Here are a few of the most frequently asked questions with our best answers.

1) What has happened that is so remarkable?

This episode started when the Treasury nationalized Fannie Mae and Freddie Mac on September 8. Their combined assets are over $5 trillion. These firms help guarantee most of the mortgages in the United States. The Treasury only got authority from Congress to take this action in July, and in seeking the authority had insisted that no intervention would be needed.

The Treasury has replaced the management of both companies and will presumably oversee their operation. This decision marked an acknowledgment by the government that the mortgage market and the institutions to make it operate in the U.S. are broken.

On Monday, the largest bankruptcy filing in U.S. history was made by Lehman Brothers. Lehman had over $600 billion in assets and 25,000 employees. (The largest previous filing was WorldCom, whose assets just prior to bankruptcy were just over $100 billion.)

On Tuesday, the Federal Reserve made a bridge loan to A.I.G., the largest insurance company in the world; perhaps best known to most of the world as the shirt sponsor of Manchester United soccer club, A.I.G. has assets of over $1 trillion and over 100,000 employees worldwide. The Fed has the option to purchase up to 80 percent of the shares of A.I.G., is replacing A.I.G.’s management, and is nearly wiping out A.I.G.’s existing shareholders. A.I.G. is to be wound down by selling its assets over the next two years. (Don’t worry, Man U will be fine.) The Fed has never asserted its authority to intervene on this scale, in this form, or in a firm so far removed from its own supervisory authority.

2) Why did these things happen?

The common denominator in all three cases was the inability of the firms to retain financing. The reasons, though, differed in each case.

The Fannie and Freddie situation was a result of their unique roles in the economy. They had been set up to support the housing market. They helped guarantee mortgages (provided they met certain standards), and were able to fund these guarantees by issuing their own debt, which was in turn tacitly backed by the government. The government guarantees allowed Fannie and Freddie to take on far more debt than a normal company. In principle, they were also supposed to use the government guarantee to reduce the mortgage cost to the homeowners, but the Fed and others have argued that this hardly occurred. Instead, they appear to have used the funding advantage to rack up huge profits and squeeze the private sector out of the “conforming” mortgage market. Regardless, many firms and foreign governments considered the debt of Fannie and Freddie as a substitute for U.S. Treasury securities and snapped it up eagerly.

Fannie and Freddie were weakly supervised and strayed from the core mission. They began using their subsidized financing to buy mortgage-backed securities which were backed by pools of mortgages that did not meet their usual standards. Over the last year, it became clear that their thin capital was not enough to cover the losses on these subprime mortgages. The massive amount of diffusely held debt would have caused collapses everywhere if it was defaulted upon; so the Treasury announced that it would explicitly guarantee the debt.

But once the debt was guaranteed to be secure (and the government would wipe out shareholders if it carried through with the guarantee), no self-interested investor was willing to supply more equity to help buffer the losses. Hence, the Treasury ended up taking them over.

Lehman’s demise came when it could not even keep borrowing. Lehman was rolling over at least $100 billion a month to finance its investments in real estate, bonds, stocks, and financial assets. When it is hard for lenders to monitor their investments and borrowers can rapidly change the risk on their balance sheets, lenders opt for short-term lending. Compared to legal or other channels, their threat to refuse to roll over funding is the most effective option to keep the borrower in line.

This was especially relevant for Lehman, because as an investment bank, it could transform its risk characteristics very easily by using derivatives and by churning its trading portfolio. So for Lehman (and all investment banks), the short-term financing is not an accident; it is inevitable.

Why did the financing dry up? For months, short-sellers were convinced that Lehman’s real-estate losses were bigger than it had acknowledged. As more bad news about the real estate market emerged, including the losses at Freddie Mac and Fannie Mae, this view spread.

Lehman’s costs of borrowing rose and its share price fell. With an impending downgrade to its credit rating looming, legal restrictions were going to prevent certain firms from continuing to lend to Lehman. Other counterparties that might have been able to lend, even if Lehman’s credit rating was impaired, simply decided that the chance of default in the near future was too high, partly because they feared that future credit conditions would get even tighter and force Lehman and others to default at that time.

A.I.G. had to raise money because it had written $57 billion of insurance contracts whose payouts depended on the losses incurred on subprime real-estate related investments. While its core insurance businesses and other subsidiaries (such as its large aircraft-leasing operation) were doing fine, these contracts, called credit default swaps (C.D.S.’s), were hemorrhaging.

Furthermore, the possibility of further losses loomed if the housing market continued to deteriorate. The credit-rating agencies looking at the potential losses downgraded A.I.G.’s debt on Monday. With its lower credit ratings, A.I.G.’s insurance contracts required A.I.G. to demonstrate that it had collateral to service the contracts; estimates suggested that it needed roughly $15 billion in immediate collateral.

A second problem A.I.G. faced is that if it failed to post the collateral, it would be considered to have defaulted on the C.D.S.’s. Were A.I.G. to default on C.D.S.’s, some other A.I.G. contracts (tied to losses on other financial securities) contain clauses saying that its other contractual partners could insist on prepayment of their claims. These cross-default clauses are present so that resources from one part of the business do not get diverted to plug a hole in another part. A.I.G. had another $380 billion of these other insurance contracts outstanding. No private investors were willing to step into this situation and loan A.I.G. the money it needed to post the collateral.

In the scramble to make good on the C.D.S.’s, A.I.G.’s ability to service its own debt would come into question. A.I.G. had $160 billion in bonds that were held all over the world: nowhere near as widely as the Fannie and Freddie bonds, but still dispersed widely.

In addition, other large financial firms — including Pacific Investment Management Company (Pimco), the largest bond-investment fund in the world — had guaranteed A.I.G.’s bonds by writing C.D.S. contracts.

Given the huge size of the contracts and the number of parties intertwined, the Federal Reserve decided that a default by A.I.G. would wreak havoc on the financial system and cause contagious failures. There was an immediate need to get A.I.G. the collateral to honor its contracts, so the Fed loaned A.I.G. $85 billion.

3) Why did the Treasury and Fed let Lehman fail but rescue Bear Stearns, Fannie Mae, Freddie Mac, and A.I.G.?

We have already explained why Fannie, Freddie, and A.I.G. were supported. In March, Bear Stearns lost its access to credit in almost the same fashion as Lehman; yet Bear was rescued and Lehman was not.

Bear Stearns was bailed out for two reasons. One was that the Fed had very imperfect information about what was going on at Bear. The Fed was not Bear’s regulator, the amount of publicly available information was limited, and its staff was not versed in all of the ways in which Bear might have been connected to other parts of the financial system.

The second problem was that Bear’s counterparties in many transactions were not prepared for the sudden demise of Bear. A Bear bankruptcy might have triggered a wave of forced selling of collateral that Bear would have given its counterparties. Given the potential chaos that would have resulted from Bear Stearns filing for bankruptcy, the Fed had little choice but to engineer a rescue. In doing so, the Fed argued that the rescue was a rare, perhaps once-in-a-generation, event.

When Bear was rescued, the Fed created a new lending facility to help provide bridge financing to other investment banks. The new lending arrangement was proposed precisely because there were concerns that Lehman and other banks were at risk for a Bear-like run. Since March, the Fed had also studied what to do if this were to happen again; it concluded that if it modified its lending facility slightly, it could withstand a bankruptcy; it made these changes to the lending facility on Sunday night.

Once the Fed had made these changes and determined that it and the others in the market had an understanding of the indirect or “collateral damage” effects of a bankruptcy, it could rely on the protections of the bankruptcy code to stop the run on Lehman, and to sell its operating assets separately from its toxic mortgage-backed assets.

Against this backdrop, if the government had rescued Lehman, it would have repudiated the claim that the Bear rescue was extraordinary; it would have also conceded that in the six months since Bear failed, neither the new facility that it set up nor the other steps to make markets more robust were reliable. Essentially, the Fed and the Treasury would have been admitting that they had lied or were incompetent in stabilizing the financial system — or both.

It was not surprising that they drew the line at helping Lehman. Based on all the publicly available information, this was clearly the right thing to do.

4) I do not work at Lehman or A.I.G. and do not own much stock; why should I care?

The concern for the man on Main Street is not the bankruptcy of Lehman, per se. Rather, it is the collective inability of major financial institutions to find funding.

As their own funding dries up, the remaining financial firms will be much more cautious in extending credit to normal firms and individuals. So even for people whose own circumstances have not much changed, the cost of the credit is going to rise. For an individual or business that falls behind on payments or needs an increase in short-term credit because of the slowing economy, credit will be much harder to obtain than in recent years.

This is going to slow growth. We have not seen this much stress in the financial system since the Great Depression, so we do not have any recent history to rely upon in quantifying the magnitude of the slowdown. A recent educated guess by Jan Hatzius of Goldman Sachs suggests that G.D.P. growth will be just about 2 percentage points lower in 2008 and 2009. But as he explains, extrapolations of this sort are highly uncertain.

5) What does it mean for the Fed and Treasury going ahead?

A reasonable reading of the recent bailouts suggests a simple rule: if a firm is on the verge of collapse and its ties to the financial system will lead to a cascade of chaos, the firm will be saved. A bankruptcy will be permitted only if the failure can be contained.

Assuming the level of chaos is sufficiently high, this dichotomy is probably consistent with the mandate of the Federal Reserve. The rescue of A.I.G., however, raises some major challenges.

One is where to draw the line. A.I.G. was an insurance company, not a bank or a broker dealer, so the Fed had no special relationship with A.I.G. Presumably, if a very large airline or automaker had been involved in the C.D.S. market, the same reasoning that led to the rescue would apply.

A second challenge comes with defining the acceptable level of chaos. We will never be able to find out what would have happened if A.I.G. had been allowed to fail. Furthermore, there are some reasons to believe that even if A.I.G. continues to operate, the fundamental stress in the financial system will remain. If the rescue does not mark a turning point, the bailout may be viewed quite differently down the road.

Should the government intervene if it merely postpones an inevitable adjustment? Creditor runs can make adjustment too fast; blanket bailouts can make adjustment too slow. Has the Fed found the speed that is just right?

Third, now that A.I.G. has been lent to, how will regulation have to be adjusted? Surely the Fed cannot be called upon to provide backstop financing whenever a large member of the financial system runs into trouble. How does it prevent a replay of this scenario, and can it be done without stifling innovation?

6) What does this mean for the markets going ahead?

Letting Lehman go means that the remaining large financial services firms now must understand that they need to manage their own risks more carefully. This includes both securing adequate funding and being prudent about which counterparties to rely upon. Both of these developments are welcome.

If the remaining investment banks, Goldman Sachs and Morgan Stanley, do not get more secure funding in place, they may be acquired or subject to a run too. In the current environment, relying almost exclusively on short-term debt is hazardous, even if a firm or bank has nothing wrong with it.

7) When will the turmoil end?

The inability to secure short-term funding fundamentally comes from having insufficient capital. There are many indicators that the largest financial institutions are collectively short of capital.

One signal is that there were apparently only two bidders for Lehman, when the ongoing value from operating most of the bank was surely far above the $3.60 share price from Friday. Another is the elevated cost of borrowing that banks are charging each other. A third indicator is the reluctance to take on certain types of risk, such as jumbo mortgages, so that the cost of this type of borrowing is unusually high.

The fear of being the next Lehman ought to convince many of the large institutions that, despite however much they already raised, more is needed. It may be expensive to attract more equity financing, but the choice may be bankruptcy or sale. The decision by the Federal Reserve to not cut interest rates suggests the Fed also recognizes that the short-term interest rate is a very inefficient way to address this problem.


Disclosure (“none” means no position):
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McDonald’s: What Crisis?

Stock at an all-time high and a 33% dividend increase..

McDonald’s (MCD) said on Thursday it would raise its quarterly cash dividend by 33% to 50 cents per share as strong sales helped boost its overall cash from operations.

“We are confident in our ability to invest in key growth opportunities and maintain a strong credit rating even as we return a significant amount of cash to shareholders,” McDonald’s Chief Executive Jim Skinner said.

McDonalds plans to return $15 billion to $17 billion in cash to shareholders from 2007 to 2009. In 2007 they returned $5.7 billion to shareholders via a combination of dividends and share repurchases and have returned $5.1 billion so far this year.

In tough time the best run companies eventually rise to the top, McDonalds clearly is one of them.

Disclosure (“none” means no position):Long MCD,
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No More Shorting Sears

This is just stupid….just ban them all for now….this “trickle banning” is insane!!!!

Reuters reports
Sears Holdings (SHLD) has been added to the “no sort” list.

Rather than ban it, why not look into the massive naked short interest in the stock? Wouldn’t that make more sense?

SEC Chief Chris Cox cannot be fired fast enough. He clearly has no handle on the situation.


Disclosure (“none” means no position):Long SHLD
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More Florida Auto Dealerships Closing (update with video)

Just days after Bill Heard announced the closing of 13 Central Florida dealerships, today comes news more are closing.

Courtesy Pontiac Buick GMC in Longwood, Fla. is closing its doors, a spokesman for the dealership’s owner said Thursday.

The spokesman said that it is part of a strategy to reduce the number of dealers of these auto lines and not because of economic problems for the company. Since Auto Nation (AN) has other locations and other dealers sell similar cars and trucks, the Longwood dealerhship needed to close because of a shrinking market. It is the only Courtesy dealership closing.

Here is a video on the Bill Heard closing:

AutoNation is capturing market share without spending a single penny to do so. This is precisely the scenario Auto/nation CEO Mike Jackson predicted in my interview with him.

When things turn, Jackson may just be the last guy standing selling cars to people..


Disclosure (“none” means no position):Long AN
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Einhorn Interviewed in "Worth"

David Einhorn has granted “Worth” an interview in which he talks about short selling, Allied Capital (ALD), and Lehman..

WORTH: Let me ask about some of the labels the press has given you: “Short-seller.
David Einhorn: It’s not really the right description. We’re long and we’re short, and most days I’d much rather the market go up than down. But we do find some bad companies doing bad things and we sell them short, and I think that’s a good thing.

That label is often used as a pejorative.

Indeed.

What’s wrong with being a short-seller?

Well, first of all, a lot of people don’t understand it. They don’t understand whether short-seller means “short term”—they get confused with that. They don’t like the idea that you’re effectively betting that something bad happens. People want other people to succeed; they want the stock market to go up. I want other people to succeed; I want the stock market to go up.

But I do think that there is a social value in identifying companies that are doing bad things and betting against them. I’ve seen the demise of a fair number of these companies, and it’s not because we’ve bet against them, it’s because these were flawed companies. And our country, our markets, our economy are better when companies that are flawed or cheating are replaced by better ones.

Some people argue that this isn’t the right time to expose such companies, because they may fail and damage an already shaky economy.

How do you define when the right times are and when the not-right times are? The best way to handle this is to not put your business into a position where, if things don’t go exactly the way that you hoped, you’re forced to not tell the truth about your balance sheet.

Let me read you a sentence that appeared in the New York Times recently in a piece about you and Lehman Brothers: “For eight months now Mr. Einhorn, a rabble-rousing hedge fund manager, has pilloried the venerable Lehman Brothers in an effort to drive down the bank’s stock price, which he is betting against.”

How many things in that sentence would you take exception to?

Other than “David Einhorn,” I think everything.

“Rabble-rousing”?


A Washington Post journalist referred to me as a “cocky punk.” It’s interesting to see how folks are willing to engage in this.

The most loaded part of that sentence is probably the characterization, “in an effort to drive down the bank’s stock price.” That’s a common charge made against you in the context of Lehman and Allied—that you’re talking down these companies purely out of financial self-interest.


It’s self-evidently true that if the stock goes down we are positioned to make a profit. The question is, is that the whole story? And the answer is, it really isn’t.

If you talk about a stock, it’s not going to go down because you talked about it. It’s only going to change in price, up or down, based upon whether you add significant new information or analysis into the market. So the purpose of talking about the stock is to add information into the market, and if people find it old news or unpersuasive, more likely than not, they’re going to take the opposite side.

I’ve stood up and talked about lots of stocks where there’s been absolutely no reaction in the stock after I talked about it. And that’s fine too.

Why is it so hard for people to believe that a hedge fund manager could speak out on an issue for motives unrelated to profit?

DE: People believe what they want to believe, and the hedge fund industry’s press is miserable.

One of the things that must have been a real challenge for you, during the controversy over your short of Allied Capital, was this suspicion and distrust of hedge funds.


It’s the same thing as the, “Disregard what David has to say because he shorted the stock” argument, told by the management, who has all of their eggs in the stock. Who’s more biased in this equation? The short seller?

[Short-selling] is what it is and everybody can see it for what it is. Yet there’s this free pass given to management. They’re just supposed to promote and say whatever they want to say, and not tell the truth if that’s what it takes. And this is somehow acceptable.

I think the same [paradox] is true for the hedge fund industry. It’s boiled down nicely in the current credit crisis. The banks and the investment banks have had a very effective media campaign which basically says, ‘You have these lightly regulated, unregulated, whatever, hedge funds, that are the secret systemic risk—this is the monster. And what you really need to do is deregulate us and do something about those guys.’

We’ve seen that the hedge fund industry has acquitted itself pretty darn well as the credit crisis has unfolded. But the vast majority of banks and investment banks were taking on excessive risk with poor controls and pretty flawed thinking. And creating the exact same system risk many times over, many times bigger than anything that was imagined about the hedge funds.

And hedge funds don’t have government help to fall back on.

Hedge funds appreciate that if they do a bad job, if they blow themselves up, there’s nobody there who’s going to bail them out. They’re going to lose their business, they’re going to lose their reputation, their customers are going to lose their money, and it’s just going to be a sorry experience for everybody.

But if a big investment bank, like Lehman Brothers, makes a big mistake with their accounting because they didn’t have adequate systems, they believe that the Treasury or the Fed will bail them out.

The rest of this interview with David Einhorn will appear in the October issue of Worth magazine.


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Friday’s Links

Greenspan, AMBAC, twitter, Steelers

This is true

– I think this is fairly accurate

– A great way to have conversations

– The fact they are being sold????? Rooney’s family should be shot

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CVS is Now a Financial?

So, when did CVS (CVS) become classified as a financial?

The SEC has added
CVS to the “short selling ban” that was initially restricted to financial companies. The reason? CVS, one of the biggest US drugstore groups, said on Thursday it was added to the list because it ran Caremark, the prescription benefit manager.

This is just insane. Just ban short selling altogether. The rules are being changed in a daily basis. If investors or traders do not know from day to day what the rules are, they just will not do anything. Why place a bet when the gov’t can come in tomorrow and wipeout your position? Why?

This comes just after SEC Commish Chris Cox asked to regulate the credit default market. If there is a god in heaven that request will be declined until he is replaced. Either regulate or don’t, whatever, but you just cannot “make it up as you go along”.

Cris Cox needs to go…just get out..

No one benefits when it gets done that way..

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Congressional Sanity

Check out Rep Paul Kanjorski this mornings…..this is good stuff


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David Einhorn Practices What He Preaches

This is great stuff…….

From Nasdaq

The following NASDAQ-listed company has been voluntarily removed from the SEC’s original list of Included Financial Firms:
* Greenlight Capital Re, Ltd. (GLRE). Effective Wednesday, September 24, 2008, this company will not be subject to the restrictions of the SEC’s Emergency Order.

So, while people can yell, scream and curse those like Einhorn who publicly short stocks and are not afraid to tell the world they are, they is one name they cannot call him. Hypocrite.


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Longs Drug Receives FTC Notice and Letter From Walgreen’s CEO

This is getting good…


From the SEC filing

Longs Drug Stores Corporation (“Longs”) (NYSE: LDG) today announced that the Federal Trade Commission (the “FTC”) has requested that Longs provide the FTC with documents and information in connection with Walgreens’ (NYSE, NASDAQ: WAG) unsolicited, non-binding expression of interest to acquire Longs. In the detailed 25-page request, the FTC stated that it was investigating whether Walgreens’ proposed acquisition of Longs “may substantially lessen competition among Retail Pharmacies in various portions of California, Nevada and Hawaii.” In addition, the FTC requested information regarding several markets that had not been examined in the FTC’s previous review of the proposed Longs-CVS transaction, including Longs’ operations in Hawaii and Longs’ mail order business. The FTC may add to the request as its investigation progresses. Longs intends to cooperate in the FTC’s investigation.

Here is a time-line of events between Walgreen’s and Longs.

Also, Walgreen (WAG) CEO Jeffery Rein sent the following letter (letter below) the Longs CEO Warren Bryant

Dear Mr. Bryant:

We have carefully reviewed your September 17th letter and are disappointed with your unwillingness to discuss our proposal. We continue to believe that our proposal is a “Superior Proposal” or, at a minimum, represents a “bona fide Acquisition Proposal” that “will lead to a Superior Proposal,” as defined in the Agreement and Plan of Merger, dated August 12, 2008, with CVS Caremark Corporation (CVS). It is clear that your stockholders agree. As you have been unwilling to speak with us, we have no option but to address the points raised in your September 17th letter in this letter. In your September 17th letter, you take the position that Walgreens is not willing to accept the inherent regulatory risks in connection with an acquisition of Longs. This statement is not accurate. We are confident that the combination of Longs and Walgreens would receive all required regulatory approvals in a reasonable period of time and do not believe that anything even approaching the threshold of divestitures that we already have agreed to in our proposal would be required. We believe that your advisors would agree with this conclusion. If there is any confusion, we want to make clear that our commitment to divest covers the stores and assets of both Longs and Walgreens. We also believe that your position overstates the significance of this concern, as the outcome of the FTC process will be apparent before you would terminate your agreement with CVS.

We also believe that you have significantly overstated the regulatory risk. The retail pharmacy business is highly competitive. Upon consummation of the proposed transaction, the combined Walgreens/Longs will account for less than 35% of the retail pharmacies in almost every metropolitan area where the two companies both participate. In the few areas where the combined share of stores would exceed 35%, it would do so by only a small margin, and additional competitive influences, such as mail order, competition from health plan pharmacies and the potential for new entry and expansion by existing competitors should ensure that those areas remain highly competitive. In that regard, CVS has recently announced plans to expand in several parts of Northern California, independent from the Longs transaction, further eroding current market shares in those areas.

We believe that the regulatory review process will be successfully completed without undue delay for several reasons: (1) our team is already working with the FTC and has been from the first day that our proposal was announced, (2) the FTC is familiar with Longs, having completed a process recently in connection with the CVS transaction, (3) if necessary, we are prepared to discuss remedies with the FTC at an early stage, and (4) we are working closely with our real estate and operating partners on a parallel process to provide any necessary solution or remedy. In order to address any divestitures that may be required, we have partnered with experienced real estate investors. Our real estate partners have significant experience in your markets and have a strong track record of success in partnering in strategic transactions. Klaff Realty, LP (“Klaff”) is a privately owned real estate investment company based in Chicago, Illinois that engages in the acquisition, redevelopment and management of commercial real estate throughout the United States. To date, Klaff and its partners have acquired portfolios in excess of 112 million square feet of retail and office properties with a value in excess of $6 billion and its current portfolio of properties consists of approximately over 40 million square feet of retail space and distribution centers across the United States. Lubert-Adler Management Company, L.P. (“Lubert-Adler”) is a real estate private equity firm specializing in acquisitions and redevelopments through joint ventures with local operating partners. Since its inception in 1997, Lubert-Adler has invested in over $15 billion of real estate assets.

Over the last several years, Klaff and Lubert-Adler (collectively, “KLA”) have co-invested, in some cases as members of a consortium, in a number of very significant acquisitions. These include a portion of the Albertsons privatization ($2.3 billion acquisition of 661 stores including in-store pharmacies), Cub Supermarkets in the Chicago market ($25 million acquisition of 25 stores including in-store pharmacies), Shopko ($1.2 billion acquisition of 204 stores) and Rex Stores ($83 million acquisition of 87 stores). As a direct example, KLA and its partners successfully operated Albertsons and then sold certain stores to other first-class operators, such as Save Mart in Northern California and Publix in Florida. In New Mexico, the consortium acquired additional stores and expanded Albertsons’ footprint. In addition to their broad retail investment experience, we have chosen KLA as a partner due to the depth of the west coast and drug store management team that will work with Walgreens. Each of Klaff and Lubert-Adler have significant experience working with operating partners and we continue discussions with additional potential operating partners. With respect to the proposed transaction, KLA has agreed, subject to due diligence, to acquire Longs or Walgreens stores and other assets that may be required to be divested to obtain the required regulatory approvals for the transaction.

In your September 17th letter, you argue that Walgreens is not proposing to compensate Longs stockholders for any potential delays in consummating a transaction with Walgreens. Our $75.00 per share cash offer is superior to the CVS transaction. Relative to the CVS offer of $71.50 per share, our $75.00 proposal will return a higher value to Longs’ stockholders and the fact that they will continue to receive dividend payments will mitigate the impact of the time required to obtain the required regulatory approvals. As indicated in our initial proposal, we are prepared to agree to terms and conditions that are at least as favorable to Longs stockholders as those in the CVS merger agreement.

You should have no concern with our ability to finance the proposed transaction. Walgreens is highly rated from Standard & Poor’s and Moody’s, has a strong balance sheet and has sufficient liquidity and access to the necessary capital required to consummate the proposed transaction. We have had discussions with our financing sources and we are confident in our ability to secure committed financing prior to Longs terminating the merger agreement with CVS and entering into an agreement with Walgreens.

Our proposal is compelling—it would deliver superior value to Longs stockholders relative to the CVS transaction and can be consummated without undue delay. We again request that we be given an opportunity to conduct customary due diligence pursuant to the terms of your agreement with CVS as soon as possible. Although we would unquestionably prefer to work directly with you to complete a negotiated transaction, we are prepared to take our transaction directly to your stockholders. We are available to meet with you and your advisors as soon as possible to discuss our proposal and to answer any of your questions. We, as well as KLA, are prepared to commit all necessary resources to quickly complete due diligence and negotiate a mutually acceptable agreement.

Between Pershing’s Bill Ackman, Walgreen’s and now the FTC, Longs is going to have to explain to shareholders in the end why they turned down a superior offer.


Disclosure (“none” means no position):None
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Altria Turns Tables

After decades of defending itself against lawsuits. Altria (MO) is

From Marketwatch

Philip Morris USA said it filed a suit to overturn a San Francisco law that would ban convenience drugstores from selling tobacco products. Altria is the Richmond, Va., tobacco company. Philip Morris said late on Wednesday that it sued in U.S. District Court for the Northern District of California, asking the court to declare the ordinance unconstitutional. The city Board of Supervisors has passed the law, and a separate suit in state court has also challenged the ordinance, Philip Morris said. “Although called a ban on sales,” the law suppresses “communications directed to adult smokers, in violation of our constitutional rights,” said Joe Murillo, Altria client-services vice president and associate general counsel, said in a statement

This is great. Tobacco is a legal product. You cannot ban the sale of a legal product to those legally allowed to use it, period. It is also nice to see Tobacco go on the offensive rather than sitting back.

Next up, Master Settlement Refunds

Disclosure (“none” means no position):Long MO
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Thursday’s Links

Bogle, Value Investing Congress, SEC, Ouch

Anyone else going?

The witch hunt begins

– Maybe limits on exec compensation is not so bad?


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AutoNation CEO Mike Jackson in Las Vegas (video)

Here is a video interview with AutoNation CEO Mike Jackson at the opening of an AutoNation BMW dealership in Las Vegas. AutoNation sells 10% of all Mercedes and 5% of all BMW’s (BMW) in the US.


Disclosure (“none” means no position):Long AN, none
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Sears to Unveil 3-D Interactive Website

Sears will soon unveil a one of a kind online shopping experience.

Multi-Unit Franchise Reports

Sears (SHLD), IBM (IBM) and My Virtual Model, Inc. today unveiled a first-of-its-kind 3D visual search and e-commerce capability for Sears.com that will significantly improve and enhance a consumer’s online shopping experience. Sears is the first retailer to apply both a visual search and virtual model to an entire catalogue online.

The updated Sears site, powered by IBM WebSphere Commerce and My Virtual Model, will allow consumers to recreate their in-store shopping experience online by enabling them to search for merchandise using images versus words, and to virtually “try on” selected items using a personalized model of themselves to ensure that the style, color, pattern and fit are right before purchasing.

The Sears site will enable shoppers to search on a specific style — such as long-sleeve tunic shirts or cropped cargo pants — and find products from the company’s expansive catalogue of clothing, shoes and accessories using 3D images versus words. Shoppers can create countless combinations using a virtual model they can build and personalize to match their measurements — height, weight, body shape — and a headshot photo to ensure that the style, color, pattern and fit are right. The 3D angle allows users to view garments on themselves from the front, side and back, and shoppers can also email images of their looks to friends and family to help them make final purchasing decisions.

“Sears is transforming the online shopping experience by offering consumers cutting edge visual search and virtual model capabilities,” said Rob Mills, vice president, Sears Online Business Unit. “By allowing shoppers to visually search for and view items in 3D, to see how they’ll actually look on themselves in various combinations, and virtually share their finds with friends and family, Sears is providing shoppers with a superior social and e-commerce experience that we believe will increase satisfaction and loyalty.”

This is fascinating and what will be interesting is how much the new site and its capabilities cut down on returns. It seems a given that in an online order, something will be returned, Sears could save a small fortune drastically reducing this.

It also ought to add substantially to sales as an interactive site can capture customers…


Disclosure (“none” means no position):Long SHLD, none
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AutoZone Adds $500 million to Buyback

Less than a week after improved earnings, AutoZone returns cash to shareholders.

AutoZone (AZO) announced that its Board has authorized the repurchase of an additional $500 million of the Company’s common stock. Including the additional authorization, the cumulative share repurchase authorization approved by its Board since 1998 totals $6.9 billion.

AutoZone also announced that Luis P. Nieto was elected to the Company’s Board of Directors. Mr. Nieto is President, Consumer Foods for ConAgra Foods Inc., one of the largest packaged foods companies in North America. Prior to joining ConAgra, Mr. Nieto was President and Chief Executive Officer of the Federated Group, a leading private label supplier to the retail grocery and foodservice industries from 2002 to 2005.


Disclosure (“none” means no position):None
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