Watch Your Wallet - the Countrywide Team (ex Mozilo) is Back

Submitted By Trader Mark
I'll post this article in full since it is so excellent. Let me simply say there are certain people in any business who know how to milk the system. In the Wall Street game, if you exclude the mainstream bankers (clearly experts) I have to give credit to Mr. Kurland - he is playing investors like a fiddle. Kudos to him - there are always more sheep to slaughter. The series of "related" companies he has created to profit from PennyMac is simply jaw dropping, but I am sure they are "arms length" - haha.

As I wrote over and over the past 2 years, anyone who thinks it will be "different" or we will "learn" from this episode doesn't understand how it works. We would only have learned if we allowed actual failures to happen and let those who invested in such ideas take massive baths. See when you touch a hot stove and the government comes in and says that your finger never burnt and here are hundreds of billions to make sure your finger did not burn - you learn nothing. Well actually you learn if your finger is big enough the government will always save it, your finger is too big to burn. So instead of letting fingers burn, and hence in the future investors would actually have a REASON to act like watchdogs over their investments, we've taught them the status quo is not only fine but we're going to backstop it with taxpayers money. The "new era" is here... except it's even better than the old era. Cramerica 2.0.

What I love best is these C-level executives M.O. When times are good - it is because of them, and their skill set that is SO unique they need to make 300x+ the average peon in America. Only a few humans on this Earth posses their skill set - certainly not European CEOs who make a fraction for the same amount of work (clearly they have much weaker skill sets overseas). This is how they justify their outsized pay. But when things go wrong, despite being at a company 5, 10, 20, or in this case 27 YEARS they knew nothing of the issues that caused the illness. Despite their unique 1 in 100 million skill set. Do you see how it works? They are so talented and skillful (to earn the big bucks) yet so out of the knowledge loop to have missed all the bad things going on in their company. Talk about asymmetric outcomes. This is EXACTLY the same defense at Beazer Homes we wrote about a while back [At Beazer Homes It was See No Evil, Hear no Evil] among many other examples.

Beazer lied to shareholders about how much money it was making. First, it lied by claiming it was making less than it was. Then it lied by hiding losses when the housing bubble began to burst. To keep the lies going, the government says, the company prepared fraudulent documents to mislead its auditors.

The bucks have continued to flow to the top, but the company thinks the responsibility for the crimes lies elsewhere. Heads rolled among lower-level officials, but the chief executive and chief operating officer have kept their jobs.

The board — all of whose members were there when the crime wave was under way — has not changed at all.

If a boss can preserve his deniability about crimes committed by his company — perhaps by showing little curiosity about just how the profits are being earned when he is taking in millions from cashing in stock options — then he can escape being held accountable if the crimes are eventually uncovered.

Let us dismiss this myth of C-level executive worship ... people have simply been brainwashed. Here is a man with 10 years as CFO and 17 years as COO at Countrywide, and he claims he was unaware of what was going on... hah. He is joined by executives from Washington Mutual (failed) and IndyMac (failed). I love this system; our public institutions are simply feeding troughs for the few heads at the top and the sheep are told to keep throwing your 401k money in; it's the only way to secure your retirement! Reverse Robin Hood style (take from the many, give to the few) at it's best. Enjoy US capitalism at work! Baaaaaah.

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Call it another sign that fear is out, greed is back, and we have entered the new post-crisis era. Subprime Stan is back on Wall Street, after less than three years away.

Stanford "Stan" Kurland, the Countrywide Finance executive who pocketed more than $140 million at the expense of outside investors at the height of the subprime mania, has raised about $300 million from fresh investors for his latest venture -- trying to profit from the crisis.

His PennyMac Mortgage Investment Trust (PMT) made its stock-market debut last week.

True, the IPO only raised about half the $750 million originally planned. But it's still plenty. Add it to the $584 million that Kurland has raised from other investors, including BlackRock and Highfield Capital Management, and it gives him a war chest of around $900 million.

The name of the game: Distressed mortgages, particularly the kind of troubled subprime loans that Countrywide used to make. Buy 'em cheap. Cut a deal with the homeowner. Make a mint.

Kurland knows the business well.

For many years, he was the No. 2 at Countrywide Financial, the nation's biggest mortgage provider. Unlike perma-tanned Chief Executive Angelo Mozilo, Kurland stayed out of the spotlight and under the radar. Smart move.

Countrywide has since been revealed as ground zero for the subprime scandal. The company, now part of Bank of America, has been widely accused of controversial and reckless lending during the boom.

It has since struck settlements with 40 states to modify controversial loans. The settlements may be valued as high as $8.6 billion. The SEC has charged Mozilo with securities fraud and insider trading in a civil suit. There is a running scandal about friendly mortgages he provided to politicians. (Mozilo, through his attorney, has denied any wrongdoing).

At the height of the boom, the company was valued at $25 billion and was making pre-tax profits of more than $4 billion.

When the crisis brought about its collapse, it was sold to Bank of America (BAC) for scrap.

How did Kurland make out?

Pretty well. A review of all 173 of the company's Form 4 SEC filings shows that from 2003 through 2006 he sold stock to outsiders valued at $203 million, according to my calculations. After deducting stock-option costs, he netted a personal gain of $141 million, again by my calculations. Then he resigned quietly in October 2006 -- just before the roof fell in.

Those outside investors lost nearly all their money when the firm plunged into crisis.

Kurland has since said he was unaware of the scale of the problems at Countrywide while he was there. He declined to be interviewed for this article -- PennyMac is in its regulatory "quiet period" following the IPO. But in March, he and his pals persuaded the New York Times that he had tried to maintain decent lending standards at the mortgage giant. Indeed it was suggested that a dispute over this with Mozilo have been the reason he quit.

When I contacted PennyMac, Kurland's lawyer, David Willingham, responded: "Your column's thesis mischaracterizes Kurland's role at Countrywide and reflects a misunderstanding of what happened at the company. While we will not comment on specific regulatory and legal matters, Kurland has cooperated -- and will continue to cooperate -- with any enquiries. Kurland played by the rules in regard to all of his stock trades."

By the time he left, Kurland was president of Countrywide. He had been at the company 27 years -- 10 of them as chief financial officer, and 17 as chief operating officer. He was the chief executive of Countrywide Home Loans, the main operating subsidiary. Countrywide proxy reports show he was getting paid a base salary of more than $1 million, and a bonus of $7.9 million a year, during the boom. If he knew so little about what was going on, Countrywide investors must wonder why he merited so much money.

Don't just take my word for it. The PennyMac prospectus boasts that Stan Kurland "is well recognized for his leadership in developing Countrywide's strategic direction, financial management, risk management activities and organizational and governance structure."

As for playing by the rules in stock trades, any idiot knows how to do that. Sell early and sell often. Keep your hands clean by using an automated stock-sale program, and make no obvious, stupid moves -- like, say, ramping up sales just before a crisis breaks.

Kurland sold shares on more than 170 different occasions over a three-year period. No wonder a federal judge dismissed insider trading claims against him in a civil shareholder suit earlier this year.

But for a man who is now shocked -- shocked! -- by some of what went on at Countrywide, Kurland sure keeps funny company.

His new team at PennyMac includes former Countrywide executives David Spector (a 16-year veteran), Farzard Abolfathi (21 years), Anne McCallion (17 years, ending as Countrywide chief financial officer), Michael Muir, (CFO of Countrywide Bank and head of asset-backed securities trading), Aratha Johnson (Kurland's chief of staff at Countrywide), Julianne Fries (chief of compliance at Countrywide Capital Markets), Brandon Ohnemus (lending finance at Countrywide Bank), Scott Anderson (Countrywide Home Loans), and Lee Trumble (also Countrywide Bank).

It's an all-star team. Anderson was previously at Lehman Brothers and Washington Mutual, both of which collapsed. John Lawrence was at IndyMac, ditto.

The $300 million question today: Would you hire Subprime Stan and the team to clean up the mortgage mess?

Anyone tempted to invest in PennyMac needs to look at the fine print first.

Shareholders' money will be used to buy up distressed mortgaged. Investors will take the risks. But they won't get all the rewards.

According to the PennyMac prospectus, these mortgages will be serviced by an outside firm, PennyMac Loan Services LLC. That firm is owned by Kurland and his pals, BlackRock and Highfield. They will collect between 0.3% and 1% a year on the unpaid balances of each mortgage purchased. They will also collect "certain customary market-based fees and charges, including boarding and deboarding fees, disposition fees, assumption, modification and origination fees and late charges, as well as interest on funds on deposit in custodial or escrow accounts."

PLS will also get 1% plus $750 for loans it refinances.

The fees don't stop there. Another 1.5% will go each year to another outside firm, PNMAC Capital Management. That, too, is owned by Kurland, his pals, and BlackRock and Highfield.

And they will also be entitled to a performance fee as well: one-fifth of all earnings over $1.60 a share (That's 8% of the $20 issue price).

The fine print also explains another wrinkle: When calculating whether the fund has earned the necessary profits, the company will ignore the costs of any stock and options in the trust that it grants to staff and executives. Sweet.

Officers, trustees and employees are already in line for 375,330 restricted share units, worth about $7.5 million, following the IPO. The prospectus says they may, in total, get much as 8% of the entire trust in due course, worth $24 million.

It will be fascinating to see how far the costs of PCM and PLS add up. When Kurland was at Countrywide, public filings show, he even billed the company for his personal use of the company jets and for golf club memberships. Indeed, in 2004 his personal use of planes cost Countrywide stockholders $55,541. His country club memberships cost them an almost unbelievable $221,978.

Kurland, his team, BlackRock and Highfield are investing a total of $15 million in the trust themselves. As this only represents part of their economic interest in the entire process, it only provides some reassurance for the sake of stockholders. Kurland and his team may do very well out of PennyMac. Whether outside investors do anything like as well will be another matter.

Welcome to the new era on Wall Street. Is it just me, or does it look a lot like the old era?

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