MPS: lo Stesso Advisor dell'Operazione Antonveneta

Ampia copertura da parte di Bloomberg stamane (sempre molto più critico all'estero che in patria) ....

Da: Finanze.net

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Ampia copertura da parte di Bloomberg stamane (sempre molto più critico all'estero che in patria)  http://www.bloomberg.com/news/2013-10-24/monte-paschi-born-out-of-black-death-struggles-to-survive.html sulle recenti vicende Monte Paschi.

Dall'analisi emerge tra tanti un fatto sconcertante a prima vista ma che in una logica di gestione bizantina del potere ha molto senso: Orcel, lo stesso banchiere che  per Santander guidava il gruppo che si occupò dell'operazione Antonveneta è ora a Ubs come responsabile del dipartimento che guiderà l'aumento di capitale da tre miliardi dell'istituto senese.

Il governo non ha nessuna intenzione di essere obbligato ad esercitare la sua Opzione di acquisto che deriverebbe dalla conversione dei Monti Bond e quindi affida l'operazione, impossibile che il vertice di una banca di fatto statalizzata non abbia messo al corrente i suoi esponenti di chi guida il consorzio, a qualcuno che è in qualche modo ricattabile: dovrà quindi assicurarsi che l'operazione di collocamento sul mercato vada a buon fine.

Bazoli ha già detto che Banca Intesa non è disponibile a rilevare MPS per cui i fondi andranno cercati all'estero.

Nell'anno dell'acquisizione di Antonveneta Orcel incassò circa trenta milioni di dollari: se questa operazione va a buon fine il suo bonus sarà ancora più significativo.

Il titolo con ogni probabilità verrà sostenuto in borsa in vista dell'aumento, nonostante ieri arrivi la notizia che probabilmente invece che farsi pagare i danni da Nomura, MPS glieli dovrà pagare.

Non dovrebbero tanto scandalizzarsi i governanti europei al G8 (da cui l'Italia probabilmente uscirà avendo perso l'ottavo posto tra le potenze industrializzate) se vengono spiati dai loro alleati: oramai di regole non ve ne sono rimaste molte in politica.

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Da: Bloomberg

Siena, the medieval city renowned for its Palio horse races, is home to the world’s oldest bank. Within its aging walls lies a distinctly 21st century tale of devastation wrought by local politicians and global financiers.

Banca Monte dei Paschi di Siena SpA, Italy’s third-largest lender, is struggling to survive as it seeks to repay a second bailout or face nationalization. Its downfall proved a boon to global investment banks. They offered merger and investment advice to executives beholden to politicians that helped wipe out 93 percent of Monte Paschi’s value. Then they sold it complex derivatives that hid, even worsened the losses.

Efforts to rescue the 541-year-old lender have cost Italian taxpayers 4.1 billion euros ($5.6 billion). The investment banks, including Merrill Lynch & Co., JPMorgan Chase & Co. (JPM) and Deutsche Bank AG (DBK), earned more than $200 million in fees from 2008 through 2011, filings and deal memos show.

“These international banks come to exploit, and Italy is vulnerable,” said former Senator Elio Lannutti, who heads Adusbef, a consumer group for Italian bank customers. “On one side, there’s the local incompetence, and on the other side the bad faith of the international investment banks.”

Franco Debenedetti, a former chief executive officer of Olivetti SpA, was even blunter.

“It’s the inevitable consequence of medieval governance falling prey to the fangs of Wall Street,” said Debenedetti, now chairman of Italy’s Bruno Leoni Institute, a pro-free-market research group in Turin.

Antonveneta Deal

Monte Paschi’s missteps began with its November 2007 agreement to buy Padua-based Banca Antonveneta SpA, according to accounts of a dozen people and more than 29,000 pages of depositions, e-mails and documents in court files. The Siena lender’s chairman at the time was Giuseppe Mussari, a political appointee with no prior bank-management experience who was in his first year on the job. Seeking to expand Monte Paschi’s reach, he offered 9 billion euros in an all-cash deal just as the global financial crisis was claiming its first victims.

The man he turned to for financial advice was Andrea Orcel, a top Merrill dealmaker. It was someone already familiar with the takeover target: Orcel was working for the other side just days earlier, earning millions of dollars advising Spain’s Banco Santander SA (SAN) on its purchase of Antonveneta, the same bank Mussari now wanted to buy.

The deal was a disaster for Monte Paschi. Pressed by Santander to complete the purchase quickly, Mussari agreed to pay 2.4 billion euros more than what Orcel’s Spanish client spent -- a 36 percent profit in just four weeks for flipping the Italian lender. Mussari never examined the financial books of the company he was trying to acquire, a standard procedure known as due diligence, the documents show.

Project Santorini

Orcel rose to global finance’s top ranks and now runs investment banking at UBS AG (UBSN), Switzerland’s biggest lender. For Monte Paschi, paying that high a price in cash hampered its ability to weather losses in the global recession that followed the 2008 bankruptcy of Lehman Brothers Holdings Inc.

That’s when investment bankers stepped in again. They sold Monte Paschi derivatives contracts that ended up obscuring the bank’s mounting losses from regulators and investors. The deals further worsened the bank’s finances. In one such agreement, dubbed Project Santorini by insiders, Deutsche Bank loaned Monte Paschi about 2 billion euros in 2008, a transaction used to hide losses of 429 million euros.

Mussari Trial

Santorini came to light when Bloomberg News disclosed it in January, exposing a scandal that rocked Italy, affecting the outcome of national elections and sparking investigations. Three former Monte Paschi executives, including Mussari, went on trial last month for obstructing regulators on another derivatives deal, involving Tokyo-based Nomura Holdings Inc. (8604), in what could be the first of many cases.

It wasn’t the first time global investment banks sold opaque derivatives in Italy. From the central government in Rome to the town of Cassino, borrowers have lost billions of dollars on such bets.

In December, a judge convicted bankers at four firms, including JPMorgan and Deutsche Bank, of fraud in arranging an interest-rate swap for the city of Milan. He blamed a “grave asymmetry of information” and the failure to inform officials of “obvious” conflicts of interest. The banks sold Milan derivatives after gaining its trust as advisers, the judge said. All four firms are appealing the verdict.

‘Caveat Emptor’

The Monte Paschi deals are part of an expanding family of structured transactions that “depend on lack of transparency, high transaction costs, differences in financial sophistication and the erosion of fiduciary obligations in a world of caveat emptor,” said Ingo Walter, a finance professor at New York University’s Stern School of Business.

While both investment bankers and the executives who ran Monte Paschi are to blame, Orcel’s role working both ends of the Antonveneta deal stands out, said Salvatore Cantale, a finance professor at IMD business school in Lausanne, Switzerland.

“This is not ethically permissible,” Cantale said. “But what did Monte Paschi do to avoid that?”

Santander and Monte Paschi both knew about Merrill’s roles and had no issue with the securities firm advising the two parties, according to two people with knowledge of the deal who asked not to be identified because the talks were private. One of them said Merrill’s mandate from Santander ended on Nov. 2, 2007, when the ABN Amro bidding group announced it had acquired 98.8 percent of that bank’s voting rights.

Orcel declined, through a UBS spokesman, to comment about his role in the deal as did a spokesman for Bank of America Corp., which purchased Merrill in 2008. Fabio Pisillo, a lawyer for Mussari, said all of the allegations against his client, who declined to be interviewed, are without foundation.

JPMorgan, Nomura

Siena prosecutors have requested that New York-based JPMorgan stand trial for obstructing regulators and failing to oversee employees properly on its Monte Paschi financing, according to four people with knowledge of the investigation. JPMorgan has said it “acted correctly at all times” and would defend itself against any charges.

Prosecutors in Italy and regulators in Germany also are reviewing the Deutsche Bank derivatives after Bloomberg News reported in July that the Frankfurt-based lender kept them off its own books too, according to a person with direct knowledge of the inquiry. The bank said in a statement that the 2008 transaction “was subject to our rigorous internal approval processes and also received the requisite approvals of the client, who was independently advised.”

Nomura, which bought Lehman’s European and Asian units in 2008, is being investigated in Siena for alleged fraud and usury on a similar derivatives transaction with Monte Paschi in 2009. A spokesman for Nomura in London declined to comment.

Franciscan Pawnshops

The allegations, if proven, would be a betrayal of the heritage of a bank with 2,300 branches and 28,500 employees that traces its origins to combating excessive loan rates. Siena officials founded Monte Paschi in 1472, after the Black Death wiped out more than half the city’s population. They modeled it on the pawnshops Franciscan monks had set up to counter usury. As it grew, the lender helped fuel the Renaissance in Tuscany that pulled Europe from the Middle Ages.

Monte Paschi was nationalized in 1936 during the fascist regime of Benito Mussolini and didn’t shake free of state control until 1995. Like other Italian lenders, it was entrusted to a nonprofit foundation, which used dividends paid by the bank to make contributions to Siena hospitals and schools. The organizations were encouraged by regulators and lawmakers to dilute their stakes over time by selling shares to diversify their holdings and ensure stable endowments.

Foundation’s Grip

In Siena, the foundation kept its grip. Appointments and investment decisions at the bank remained under the control of Fondazione Monte dei Paschi di Siena, which owned a majority stake at the time of the Antonveneta deal. The foundation in turn was controlled by the Democratic Party, which ran the city. A spokesman for the foundation declined to comment.

Mussari, 51, a lawyer with a mop of feathered hair, grew up in Calabria and moved north to Tuscany to attend the University of Siena. He rose through positions at the Siena criminal court and was named chairman of the Monte Paschi foundation in 2001.

Managers of the foundation have traditionally rotated into top positions at Monte Paschi, and in 2006 it was Mussari’s turn. Until then, he had never held a bank job, according to a biography posted on the Italian stock exchange’s website.

Tuscan Villa

The new chairman had sought to expand Monte Paschi’s reach while still at the foundation. He held weekend meetings to strategize with the bank’s executives and advisers at his home outside Siena, a Tuscan hillside villa overlooking vineyards and cypress trees, according to one person who participated in at least half a dozen such sessions.

After he joined Monte Paschi, the fifth-biggest Italian lender at the time, the board authorized him to search for acquisitions to keep up with the country’s two largest banks, UniCredit SpA (UCG) and Intesa Sanpaolo SpA (ISP), which were expanding.

Politics got in the way. A proposed merger with Banco Bilbao Vizcaya Argentaria SA (BBVA), Spain’s second-biggest bank, fell through when Maurizio Cenni, Siena’s mayor at the time, objected to the deal because it would weaken the foundation’s control, said a person with knowledge of the discussions. Cenni, who now works for Monte Paschi, declined to comment.

Then, in 2007, Mussari set his eyes on Antonveneta, which had about 1,000 branches, mostly in Italy’s northeast. It was owned by Dutch bank ABN Amro Holding NV, then in the process of being sold to a group of European lenders, including Royal Bank of Scotland Group Plc and Santander.

Hiring Merrill

It was after the consortium of banks won control of ABN Amro in October 2007 that Mussari hired New York-based Merrill.

Orcel, who led the team of Merrill bankers that represented Santander on the $100 billion ABN Amro deal, the largest bank takeover ever, also headed the Merrill group that helped Monte Paschi raise funds to buy Antonveneta, according to three people with knowledge of the negotiations. He helped bring Santander Chairman Emilio Botin together with Mussari, the people said.

Orcel traveled to Siena and met Mussari multiple times to discuss the transaction, according to a deposition this year by Antonio Vigni, then Monte Paschi’s general manager, who said he was present at three or four such gatherings with Orcel in the chairman’s office in Siena. Vigni, who declined to comment for this story, didn’t say when the meetings occurred or what was discussed. His deposition, like others, was conducted in Italian and translated by Bloomberg News.

‘Sizable Gain’

A graduate of the University of Rome with a square jaw, an athletic build and salt-and-pepper hair, Orcel had worked on some of Europe’s biggest banking takeovers, including Santander’s 2004 acquisition of Britain’s Abbey National Plc.

Merrill bankers didn’t provide Monte Paschi with a fairness opinion, an evaluation of the price paid in a deal, court documents show. They did assist the Italian lender in determining how much capital it needed to raise, according to a presentation prepared in November 2007 for Monte Paschi’s board contained in filings. In March 2008, Merrill helped Monte Paschi executives show the foundation how boosting capital would affect its control of the lender, court files show.

Orcel’s work for Monte Paschi didn’t stop Merrill from touting Santander’s success selling Antonveneta in its 2007 annual report. Under a photo of a smiling Orcel and his team was a description of the deal saying Santander “stands to realize a sizeable gain on the sale.”

‘Flip Sides’

Neither Orcel nor Bank of America has been accused of wrongdoing. Orcel, 50, wasn’t questioned as a person with direct knowledge of the Antonveneta case, according to an Italian law-enforcement official who asked not to be identified because he wasn’t authorized to discuss the investigation.

Still, Orcel is required by regulators to steer clear of significant conflicts of interest. He’s been registered since 2001 with the U.K. securities market watchdog, the Financial Conduct Authority, and its predecessor. Under the regulator’s 11 principles of conduct, firms are required to manage conflicts of interest “fairly” both between themselves and their customers, and between a customer and another client. Individuals must act with integrity and observe proper standards of market conduct.

“Many investment banks will flip sides and take advantage if there’s an opportunity to get another fee,” said Jonathan Callaway, a London-based senior adviser at Canaccord Genuity, the capital-markets unit of Canaccord Financial Inc.

Even before the agreement to buy ABN Amro was struck in October 2007 after a six-month fight, Botin was plotting his next move: What to do with its assets after he won.

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