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Bear Stearns

The Bear Stearns Companies, Inc. (former New York Stock Exchange ticker symbol BSC) based in New York City, was one of the largest global investment banks and securities trading and brokerage firms prior to its sudden collapse and distress sale to JPMorgan Chase in March 2008. The main business areas, based on 2006 net revenue distributions, were: capital markets (equities, fixed income, investment banking; just under 80%), wealth management (under 10%) and global clearing services (12%).

Bear Stearns pioneered the securitization and asset-backed securities markets, and as investor losses mounted in those markets in 2006 and 2007, the company actually increased its exposure, especially the mortgage-backed assets that were central to the subprime mortgage crisis. In March 2008, the Federal Reserve Bank of New York provided an emergency loan to try to avert a sudden collapse of the company. The company could not be saved, however, and was sold to JPMorgan Chase for as low as ten dollars per share, a price far below the 52-week high of $133.20 per share, traded before the crisis, although not as low as the two dollars per share originally agreed upon by Bear Stearns and JP Morgan Chase.[1]

The collapse of the company was a key prelude event to the risk management meltdown of the Wall Street investment bank industry in September 2008, and the subsequent global financial crisis and recession.

Overview

BEAR STEARNS 贝尔斯登公司

Stearns was founded as an equity trading house on May Day 1923 by Joseph Bear, Robert Stearns, and Harold Mayer with $500,000 in capital.[2]. Internal tensions quickly arose between the three founders. The firm survived the Wall Street Crash of 1929 without laying off any employees and by 1933 opened its first branch office in Chicago.[2] In 1933, with the hope of starting a corporate bond business, one of the firm's new partners, Teddy Low recommended that they hire Salim L. Lewis, a twenty-four year old to run it.[3] By 1949, Salim, widely known by his nickname Cy had become the managing partner and prominent figure of the firm.[3] In 1955, the firm opened its first international office in Amsterdam.[2] In 1985, Bear Stearns became a publicly traded company.[2] It served corporations, institutions, governments and individuals. The company's business included corporate finance, mergers and acquisitions, institutional equities, fixed income sales & risk management, trading and research, private client services, derivatives, foreign exchange and futures sales and trading, asset management and custody services. Through Bear Stearns Securities Corp., it offered global clearing services to broker dealers, prime broker clients, and other professional traders, including securities lending.[4] Bear Stearns was also known for one of the most widely read market intelligence pieces on the street, known as the "Early Look at the Market - Bear Stearns Morning View".

Bear Stearns' World Headquarters was located at 383 Madison Avenue, between East 46th Street and East 47th Street in Manhattan. The company employed more than 15,500 people worldwide. The firm was headquartered in New York City with offices in Atlanta, Boston, Chicago, Dallas, Denver, Houston, Los Angeles, Irvine, San Francisco, San Juan, Whippany, New Jersey, and St. Louis. Internationally the firm had offices in London, Beijing, Dublin, Frankfurt, Hong Kong, Lugano, Milan, São Paulo, Mumbai, Shanghai, Singapore, and Tokyo.

In 2005-2007, Bear Stearns was recognized as the "Most Admired" securities firm in Fortune’s "America's Most Admired Companies" survey, and second overall in the security firm section. The annual survey is a prestigious ranking of employee talent, quality of risk management and business innovation. This was the second time in three years that Bear Stearns had achieved this "top" distinction.

On March 17, 2008, JP Morgan Chase offered to acquire Bear Stearns at a price of $236 million, or $2 per share. On March 24, 2008, that offer was raised to $1.1 billion or $10 per share in an effort to pacify angry shareholders. JPMorgan Chase completed its acquisition of Bear Stearns on May 30, 2008 at the renegotiated price of $10 per share.

Financials
As of November 30, 2006, the company had total capital of approximately $66.7 billion and total assets of $350.4 billion. According to the April 2005 issue of Institutional Investor magazine, Bear Stearns was the seventh-largest securities firm in terms of total capital.

As of November 30, 2007 Bear Stearns had notional contract amounts of approximately $13.40 trillion in derivative financial instruments, of which $1.85 trillion were listed futures and option contracts. In addition, Bear Stearns was carrying more than $28 billion in 'level 3' assets on its books at the end of fiscal 2007 versus a net equity position of only $11.1 billion. This $11.1 billion supported $395 billion in assets,[5] which means a leverage ratio of 35.5 to 1. This highly leveraged balance sheet, consisting of many illiquid and potentially worthless assets, led to the rapid diminution of investor and lender confidence, which finally evaporated as Bear was forced to call the New York Federal Reserve to stave off the looming cascade of counterparty risk which would ensue from forced liquidation.

Subprime mortgage hedge fund crisis
Main article: 2007 subprime mortgage financial crisis
See also: Subprime lending and Collateralized debt obligation
On June 22, 2007, Bear Stearns pledged a collateralized loan of up to $3.2 billion to "bail out" one of its funds, the Bear Stearns High-Grade Structured Credit Fund, while negotiating with other banks to loan money against collateral to another fund, the Bear Stearns High-Grade Structured Credit Enhanced Leveraged Fund. Bear Stearns had originally put up just $35 million, so they were hesitant about the bailout, however CEO James Cayne and other senior executives worried about the damage to the company's reputation.[6][7] The funds were invested in thinly traded collateralized debt obligations (CDOs). Merrill Lynch seized $850 million worth of the underlying collateral but only was able to auction $100 million of them. The incident sparked concern of contagion as Bear Stearns might be forced to liquidate its CDOs, prompting a mark-down of similar assets in other portfolios.[8][9] Richard A. Marin, a senior executive at Bear Stearns Asset Management responsible for the two hedge funds, was replaced on June 29 by Jeffrey B. Lane, a former Vice Chairman of rival investment bank, Lehman Brothers.[10]

During the week of July 16, 2007, Bear Stearns disclosed that the two subprime hedge funds had lost nearly all of their value amid a rapid decline in the market for subprime mortgages.

On August 1, 2007, investors in the two funds took action against Bear Stearns and its top board and risk management managers and officers. The law firms of Jake Zamansky & Associates and Rich & Intelisano both filed arbitration claims with the National Association of Securities Dealers alleging that Bear Stearns misled investors about its exposure to the funds. This was the first legal action made against Bear Stearns, though there have been several others since then. Co-President Warren Spector was asked to resign on August 5, 2007, as a result of an ongoing conflict with Cayne. Spector, considered the apparent heir to become CEO, was blamed by Cayne for the failure of the hedge funds. A September 21 report in the New York Times noted that Bear Stearns posted a 61 percent drop in net profits due to their hedge fund losses.[11] With Samuel Molinaro's November 15 revelation that Bear Stearns was writing down a further $1.2 billion in mortgage-related securities and would face its first loss in 83 years, Standard & Poor's downgraded the company's credit rating from AA to A.[12]

Matthew Tannin and Ralph R. Cioffi, both former managers of hedge funds at Bear Stearns Companies, were arrested June 19, 2008. They are facing criminal charges and are suspected of misleading investors about the risks involved in the subprime market. Tannin and Cioffi have also been named in lawsuits brought forth by Barclays Bank, who claims they were one of the many investors misled by the executives.[13][14]

They were also named in civil lawsuits brought in 2007 by investors, including Barclays Bank PLC, who claimed they had been misled. Barclays claimed that Bear Stearns knew that certain assets in the Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund were worth much less than their professed values. The suit claimed that Bear Stearns managers devised "a plan to make more money for themselves and further to use the Enhanced Fund as a repository for risky, poor-quality investments." The lawsuit said Bear Stearns told Barclays that the enhanced fund was up almost 6% through June 2007 — when "in reality, the portfolio's asset values were plummeting."[15]

Fed bailout and sale to JPMorgan Chase
On March 14, 2008, JP Morgan Chase, in conjunction with the Federal Reserve Bank of New York, agreed to provide (under terms and conditions to be agreed) a (up to) 28-day emergency loan to Bear Stearns in order to prevent the potential market crash that would result from Bear Stearns becoming insolvent.[16] Despite, or because of, this, belief in Bear's ability to repay its obligations rapidly diminished among counterparties and traders. Seeing that the terms of the emergency loan was not enough to bolster Bear Stearns, and worried that a still-floundering Bear would result in systemic losses if allowed to open in the markets on the following Monday, Federal Reserve Chairman Ben Bernanke and Treasury Secretary Henry Paulson Jr. told CEO Alan Schwartz that he had to sell the firm over the weekend, in time for the opening of the Asian market. [17] Two days later, on March 16, 2008, Bear Stearns signed a merger agreement with JP Morgan Chase in a stock swap worth $2 a share or less than 10 percent of Bear Stearns' market value.[18] This sale price represented a staggering loss as its stock had traded at $172 a share as late as January 2007, and $93 a share as late as February 2008. In addition, the Federal Reserve agreed to issue a non-recourse loan of $29 billion to JP Morgan Chase,[19] thereby assuming the risk of Bear Stearns's less liquid assets (see Maiden Lane LLC). This non-recourse loan means that the loan is collateralized by mortgage debt[20] and that the government can not seize J.P. Morgan Chase's assets if the mortgage debt collateral becomes insufficient to repay the loan.[20][21] Chairman of the Fed, Ben Bernanke, defended the bailout by stating that a Bear Stearns' bankruptcy would have affected the real economy[22] and could have caused a "chaotic unwinding" of investments across the US markets.[18]

On March 20, Securities and Exchange Commission Chairman Christopher Cox said the collapse of Bear Stearns was due to a lack of confidence, not a lack of capital. Cox noted that Bear Stearns's problems escalated when rumors spread about its liquidity crisis which in turn eroded investor confidence in the firm. "Notwithstanding that Bear Stearns continued to have high quality collateral to provide as security for borrowings, market counterparties became less willing to enter into collateralized funding arrangements with Bear Stearns," said Cox. Bear Stearns' liquidity pool started at $18.1 billion on March 10 and then plummeted to $2 billion on March 13. Ultimately market rumors about Bear Stearns' difficulties became self-fulfilling, Cox said.[23]

On March 24, 2008, a class action lawsuit was filed on behalf of shareholders, challenging the terms of JPMorgan’s recently announced acquisition of Bear Stearns.[24] That same day, a new agreement was reached that raised JPMorgan Chase's offer to $10 a share, up from the initial $2 offer, that meant an offer of $1.2 billion.[25] The revised deal was aimed to quiet upset investors and any subsequent legal action brought against JP Morgan Chase as a result of the deal as well as to prevent employees, many of whose past compensation consisted of Bear Stearns stock, from leaving for other firms. The Bear Stearns bailout was seen as an extreme-case scenario, and continues to raise significant questions about Fed intervention. On May 29, Bear Stearns shareholders approved the sale to JPMorgan Chase at the $10-per-share price.[26]

Bear Stearns Merchant Banking
Main article: Bear Stearns Merchant Banking
As part of the acquisition of Bear Stearns, JPMorgan Chase acquired several private equity groups within Bear Stearns Asset Management, including:

Bear Stearns Merchant Banking, a $4.4 billion private equity business founded in 1997. In June 2008, it was announced BSMB would spin out of J.P. Morgan[27][28][29] and in November 2008, the firm relaunched as Irving Place Capital.[30][31]
Bear Growth Capital Partners, a growth capital investment group founded in 2003 with a $375 million commitment from Bear Stearns.[32][33] J.P. Morgan hired CCMP Capital to manage the legacy fund[34]
Bear Stearns Private Equity Ltd., renamed J.P. Morgan Private Equity Limited (LSE: JPEL), a publicly traded private equity vehicle making fund of funds and secondary investments[35]
Bear Stearns Health Innoventures, a venture capital fund established to invest in early- to mid-stage health care focused companies with a focus on the biotechnology sector[36]
Constellation Ventures a venture capital group, founded in 1998, making investments in the media, communications, software and services sectors[37]

Major shareholders
The largest Bear Stearns shareholders as of December 2007 were:[38]

Barrow Hanley Mewhinney & Strauss - 9.73%
Joseph C. Lewis - 9.36%
Morgan Stanley - 5.37%
James Cayne - 4.94%
Legg Mason Capital Management - 4.84%
Private Capital Management - 4.69%
Barclays Global Investors - 3.60%
State Street 3.01%
Vanguard Group - 2.67%
Janus Capital Management - 2.34%
Legg Mason Funds Management - 1.95%
Fidelity Management- 1.93%
Putnam Investment Management - 1.90%
Neuberger Berman - 1.55%
UBS - 1.54%

贝尔斯登公司简介
成立时间:1923
总部地点:美国纽约市
产业:投资
主营业务:金融服务、投资银行、投资管理
年营业额:US$16.551 billion (11/2006)
员工数:13,566 (11/2006)
贝尔斯登银行董事长兼首席执行官:James E. Cayne
　　贝尔斯登公司(Bear Stearns Cos.)(纽约证券交易所代码:BSC)成立于1923年,全球最大的投资银行与证券交易公司之一,贝尔斯登公司是美国华尔街第六大投资银行,系全球500强企业之一主要从事资本市场、财富管理等领域的金融服务。总部位于美国纽约市,是美国华尔街第六大投资银行,系全球500强企业之一,是一家全球领先的金融服务公司,为全世界的政府、企业、机构和个人提供服务。公司业务涵盖企业融资和并购、机构股票和固定收益产品的销售和交易、证券研究、私人客户服务、衍生工具、外汇及期货销售和交易、资产管理和保管服务。Bear Stearns还为对冲基金、经纪人和投资咨询者提供融资、证券借贷、结算服务以及技术解决方案。

　　美资大行贝尔斯登或许不是资产规模最大的投行——它的规模仅仅在美国排名第六,但却是近几年华尔街最赚钱的投行。

　　根据报告显示,贝尔斯05年第一财政季度盈利增长5%,主要是债券、结算及财富管理业务收入增长带动.在二月二十八号结束的第一财季,贝尔斯登有盈利3亿7900万美元,每股盈利由上年度同期的2.57美元上升至2.64美元,高于巿场平均预测的2.36美元.营业收入上升6.5%,升至18亿4千万美元.其中,结算业务收入增加20%,财富管理业务收入增加11%.

　　在2005年四季度的公告中,彭博社数据显示,由于出售服装零售商NewYork&Co带来特殊收益,美国第六大证券商贝尔斯登截至十一月底止第四季多赚百分之二十二,纯利由去年同期的二点八八亿美元增加至三点五二亿美元,或每股盈利为二点六一美元,连续第三季创出新高,期内的营业额增长两成至十八点三亿美元。分析员原本预期贝尔斯登第四季盈利只有二点九一亿美元。贝尔斯登过去五季业绩平均高出分析员预测百分之二十。

　　而早在2003年,贝尔斯登就因占领抵押保证证券业务(collateralized mortgage obligations,CMO)的主要市场,贝尔斯登(Bear StearnsCos.)的税前利润超过高盛和摩根士丹利,成为全球盈利最高的投资银行。

　　抵押保证证券业务是目前使用最广泛的转付债券,同时也是证券市场上利率最高的业务。贝尔斯登于上世纪90年代开始从事这项业务,目前已经成为该投行的主要业务之一。这使得近5年来该投行在同行中的排名一直非常靠前。

　　抵押贷款部主管汤姆·曼拉努预测,2003年抵押保证证券业务的销售额将超过1万亿美元,是2000年销售额的5倍。

　　 2008年5月29日贝尔斯登公司(BSC)股东批准了该公司与摩根大通公司(JPM)的并购交易，赞成率为84%。

　　摩根大通和贝尔斯登在2008年5月30日晚间完成交易。在这一交易中，每一股贝尔斯登普通股将可置换0.21753股摩根大通普通股。

　　此前宣布的贝尔斯登子公司将300亿美元资产出售给摩根大通的交易于6月26日前后完成。

贝尔斯登在中国
　　贝尔斯登联手黄光裕,5亿美元基金瞄准零售业。

　　2007年,贝尔斯登公司计划成立一只5亿美元的中国投资基金,这是该公司与黄光裕不同寻常的合作项目的一部分。贝尔斯登和鹏润投资集团将各出资2.5亿美元建立高达5亿美元的联合投资基金,而投资的目标则堪称广泛。在2007年3月21日举行的新闻发布会上,黄光裕表示,除了家电零售企业外,本地零售商都将是投资基金关注的目标。在地域上,除经济发达的中国沿海城市以外,该基金还将关 注成都、西安等二线城市。基金的每笔投资金额都会在5000万美元左右。 　　

　　贝尔斯登旗下私人资本运营公司贝尔斯登商业银行(Bear Stearns Merchant Banking)长期致力于美国零售业投资,其中包括高档百货店Balducci、Stuart Weitzman鞋业和Vitamin Shoppe项目。贝尔斯登现在打算将美国模式搬到中国来,投资中国的零售企业。

　　他们面临的最大难题是招募一支富有经验的管理团队。国美电器将帮助为新基金所投资公司的管理人员提供培训。Bear Stearns Merchant Banking首席执行长John Howard表示,与国美电器的合作将为公司带来巨大的领先优势。

关于鹏润投资集团
　　鹏润投资集团是投资性控股公司,由黄光裕先生担任董事会主席。集团以“商者无域、相融共生”为经营理念;旗下包括鹏润地产、鹏泰投资、中关村科技等,涉及地产开发、建筑施工、物业管理、制药、证券、资产管理和IT产业等众多领域。鹏润集团还曾投资国美电器,全国第一大家电和消费电子产品零售商, 并在2004年成功将其在香港上市。

　　鹏润地产的业务范围涵盖多个领域,包括:开发、项目、设计、建筑、销售及物业管理。该公司成功开发了鹏润大厦、鹏润家园和国美第一城等知名项目。凭借其土地储备、规模及产业化建设,该公司为其进一步发展及成功奠定了坚实基础。

　　鹏泰投资致力于将业绩优异的公司运作带入资本市场,为其发展提供资金,并加强提升管理以支持发展。其业务范围涉及商业、房地产、物业管理、制药、证券、IT及矿产开发等。　

关于贝尔斯登商业银行
　　贝尔斯登商业银行成立于1997年,是贝尔斯登公司的私募股权分支机构,是全球领先的私募基金,在美国零售及消费品市场成果斐然,主要致力于投资私募股本,用于进行杠杆式收购和资本重组。

　　贝尔斯登商业银行现在管理着近50亿美元的私募股权资本,是50多家投资组合公司的投资者。所投资的公司包括Aeropostale, Inc.,Balducci’s,New York & Company,Inc., Seven for All Mankind,Stuart Weitzman和Vitamin Shoppe Industries, Inc。贝尔斯登商业银行主要寻求与拥有企业家和成熟管理团队并且关注于自身发展的知名企业建立合作。贝尔斯登商业银行将通过此次结盟把其多年的成功战略带入中国,为中国零售企业提供发展机会。

关于贝尔斯登亚洲有限公司
　　贝尔斯登亚洲有限公司(BSAL)是贝尔斯登公司的子公司之一,成立于1987年,是香港证券及期货事务监察委员会(SFC)的一家注册企业。贝尔斯登亚洲有限公司获得香港证券及期货事务监察委员会授权,在香港开展一些受规管活动,其中包括证券交易、证券咨询及企业融资咨询服务。贝尔斯登亚洲有限公司还是香港联合交易所有限公司(The Stock Exchange of Hong Kong Limited)的成员公司。其主要业务包括在亚洲地区(日本除外)的地区固定收入、股票销售及交易、股票研究、投资银行、私人客户服务以及衍生产品营销。

贝尔斯登近期大事记
　　2007年

　　6月14日:贝尔斯登发布季报,称受抵押贷款市场疲软影响,公司季度盈利比上年同期下跌10%。

　　8月1日:贝尔斯登宣布旗下两只投资次级抵押贷款证券化产品的基金倒闭,投资人总共损失逾15亿美元。

　　8月5日:贝尔斯登公司联席总裁兼联席首席运营官沃伦·斯佩克特宣布辞职,艾伦·施瓦茨成为公司唯一总裁。

　　9月20日:贝尔斯登宣布季度盈利大跌68%。5月底至8月底间,公司账面资产缩水达420亿美元。

　　12月20日:贝尔斯登宣布19亿美元资产减记。

　　2008年

　　1月7日:贝尔斯登公司首席执行官凯恩迫于压力宣布离职,施瓦茨接任该职。

　　3月12日:施瓦茨在美国CNBC电视台发表讲话安抚投资者情绪,称公司目前流动性充足,并预计公司将在第一财季实现盈利。

　　3月14日:美联储决定通过摩根大通公司向贝尔斯登提供应急资金,以缓解该公司的流动性短缺危机。这是自1929年美国经济大萧条以来,美联储首次向非商业银行提供应急资金。

　　3月16日:摩根大通证实,将以总价约2.36亿美元(每股2美元)收购贝尔斯登。[1]