How can you say the JP Morgan "bought" Bear if the Fed gave them $30 billion and they spend $236 million? Where are the liabilities?

J.P. Morgan to Buy Bear Stearns
By DENNIS K. BERMAN, SUSANNE CRAIG and KATE KELLY
March 16, 2008 7:34 p.m.
J.P. Morgan Chase agreed to buy Bear Stearns for $2 a share in a stock-swap transaction, people familiar with the matter say. J.P. Morgan will exchange 0.05473 shares of its common stock per one share of Bear Stearns stock. Both boards have approved the transaction.

Indeed, the Fed is taking the extraordinary step of providing special financing in connection with this transaction. The Fed has agreed to fund up to $30 billion of Bear Stearns' less liquid assets.

The deal values Bear Stearns at just $236 million, based on the number of Bear shares outstanding as of Feb. 16. At the end of Friday, Bear's stock-market value was about $3.54 billion.

People familiar with the discussions said all sides were pushing hard to complete an agreement before financial markets in Asia open for Monday trading. "None of these things is done until they're done," Treasury Department spokeswoman Michele Davis said Sunday afternoon. "But I think everyone's expectation is sometime in the early evening hopefully" the deal will be done.

One stumbling point appeared to be the amount of risk that J.P. Morgan would absorb in any type of transaction. While J.P. Morgan is eager to snap up some of Bear Stearns assets -- such as its prime brokerage business that caters to hedge funds -- Chief Executive Officer James Dimon was reluctant to pursue the deal without certain assurances that would protect his firm's exposure, said people familiar with the matter.

Federal regulators have been trying to prevent Bear's crisis from mushrooming into a systemic threat to the stability of financial markets and other securities firm, for which confidence is essential to their ongoing operations. Unwinding Bear also would be a nightmare because it trades with nearly every firm on Wall Street.

In an interview with George Stephanopoulos on ABC's "This Week," Treasury Secretary Henry Paulson said he has been following the negotiations closely. "I've been on the phone for a couple of days straight, throughout the weekend," he said. "But people are going to need to look and see what -- and I'm not going to project right now what that outcome of that situation is."

On several occasions over the weekend, Mr. Paulson spoke about the Bear negotiations with Federal Reserve Board Chairman Ben Bernanke and New York Fed Bank President Timothy Geithner.

A price substantially below Friday's close could value Bear at just a tiny fraction of the market cap reached at its all-time peak in early 2007. Terms likely will factor in the value of Bear's Madison Avenue headquarters, which could be valued at around $1.2 billion based on going market rates. That could make Bear's banking franchise worth roughly $1 billion -- a pittance for a firm that was regularly making $1 billion to $2 billion in net income during the middle of the decade.

Through the weekend, Bear Stearns bankers were summoned to the company's headquarters on Madison Avenue, where they were told to prepare lists of ongoing deals and business relationships. Representatives from prospective buyers circulated through conference rooms, with J.P. Morgan executives asking questions of Bear's senior people. A separate bidding group, including J.C. Flowers & Co. and Kohlberg Kravis Roberts & Co., also was in the mix, said a person familiar with the discussions.

People briefed on the talks describe them as very fragile, meaning that they could culminate in a deal or very well fall apart. The final price paid could also be in flux.

Bear also has been preparing for the possibility of a bankruptcy filing, with that as the likeliest scenario if an acquisition by J.P. Morgan falls apart, according to a person familiar with the situation. Such a filing might even occur before financial markets in Asia open for Monday trading.

A takeover agreement, which still would require formal approval by the Federal Reserve, also would signal a stunning, crushing end for Bear Stearns. It has been one of Wall Street's best-known firms, surviving swoons that rivals could not. But Bear was savaged the mortgage meltdown.

Whatever the outcome of the ongoing discussions, there is likely to be a tense market opening in the U.S. on Monday, as investors worry that the run-on-the-bank-type retreat by worried Bear customers last week could spread to other firms. On Sunday, Mr. Paulson, the Treasury secretary, said in a TV interview that the government "would do what it takes" to protect the integrity of the financial system.

Any deal would all but wipe out Bear Stearns shareholders, whose shares have not traded below $20 since 1995. The pain would be most acute for Bear's own employees, who were seeped in a culture of firm ownership -- and own about a third of the outstanding shares.

Over the weekend, some Bear employees were hoping a foreign bank would emerge as the winning suitor, since that might mean fewer job cuts than by a domestic buyer. But those prospects dwindled, leaving J.P. Morgan in the prime position to acquire Bear.

Over time, Bear's misfortune could bear fruit for J.P. Morgan. Bear's investment-banking unit -- which underwrites stocks and bonds and advises on mergers -- and its fixed-income and capital-markets trading businesses, have been badly bruised by the credit crunch but still have some value.

Likely even more valuable are Bear's clearing unit, which settles trades and also services and lends to hedge funds, and an investment-advisory business catering to customers having a high net worth. Both of those operations have suffered from withdrawals in recent days.

The likely sale of Bear Stearns is the latest in the cascading mortgage-related blows that began last summer and have resulted in staggering losses and write-downs on Wall Street, the ouster of CEOs and an epidemic of worry that the financial system faces even more turmoil.

On Friday, Bear sought and received emergency funding backed by the federal government. Both the Fed and J.P Morgan stepped in to keep Bear afloat following a severe cash crunch as investors moved to pull assets from the firm.

In stepping in, the Fed was trying to move aggressively to prevent Bear's crisis from spreading to the broader economy. The lifeline gave Bear access to cash for an initial period of 28 days -- but it was widely believed Bear would be sold within days to stop it from going under.

The Fed's unusual intervention was motivated by a concern that a rapid and disorderly failure of Bear would wreak havoc on the markets in which Bear is an intermediary, particularly the huge and important repo market.

Bear risked defaulting on extensive "repo" loans, in which it pledges securities as collateral for overnight loans from money-market funds. If that happened, other securities dealers would see access to repo loans become more restrictive. The pledged securities behind those loans could be dumped in a fire sale, deepening the plunge in securities prices.

As a result, a priority for regulators in any deal for Bear or its parts is to minimize the risk to the financial system. That suggests that regulators want those counterparties furthest removed from Bear itself, for those parties to know immediately where they stand in any deal, and that a buyer have sufficient financial strength to reassure those counterparties.

The Fed's loan facility is for up to 28 days. Other terms haven't been disclosed. The Fed's leverage is unclear, though it does have the power of moral suasion -- or trying to convince many individual parties that acting for the greater good is in their own collective self-interest.