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Jeremy Warner, assistant editor of The Daily Telegraph, is one of Britain's leading business and economics commentators.
Why Lloyds gave up opportunity to withdraw from disastrous HBOS deal
By Jeremy Warner Economics -- Last updated: November 26th, 2009
The revelation that HBOS availed itself of covert Bank of England lender of last resort liquidity at the height of the banking crisis has raised the question afresh of why on earth Lloyds Banking Group didnt withdraw from an agreed deal to merge with the troubled mortgage bank. Here was a god given opportunity for Lloyds to exercise material adverse change (MAC) clauses and wriggle off the hook, but the board failed to take it.
Well heres why. As it happens, this was not the only opportunity Lloyds had to exercise the MAC clause. It could also have done so when the Government announced plans to recapitalise the banks in mid-October. But Lloyds was stitched up like a kipper by the authorities, who insisted that if Lloyds withdrew, it would still have to take some 7bn of Government money. By then there was no way out. As for use of the lender of last resort liquidity, this in the view of the board was no big deal. There was no solvency issue involved. This was just a question of funding, which panic stricken markets had temporarily withdrawn. It might have counted as a MAC event, but no more so than the later recapitalisations. The advantages of pushing ahead, a once in a generation opportunity to put the number four and five players in the UK banking market together without fear of the competition authorities interfering, were judged to be greater than the risks.
But there was also a wider reason Lloyds could not withdraw. Such was the febrile state of the money markets at the time, that had it done so there would have been an almost total collapse of confidence in the UK banking system as a whole. The next day both HBOS and Royal Bank of Scotland would almost certainly have had to be nationalised, and who knows, the whole payments system might have frozen up. Youd have had difficulty getting money out of the cash point. Lloyds would have been as severely damaged by it as everyone else.
So there you have it. Many Lloyds TSB sharholders are still hopping mad about what happened. Why werent they told about the fact that HBOS had been forced to go cap in hand to the Bank of England at the time? They might not have voted the deal through had they known. Well, possibly. But by then Lloyds was committed. There was no turning back
By the way, congratulations to the spin doctor who managed to persuade the Financial Times to devote an entire page of this mornings edition to the Comeback king, Eric Daniels, who according to the FT has steered Lloyds Banking Group to a remarkable turnround (sic). He must have earned his fee several times over the PR man, that is, not Mr Daniels with this breathlessly written, 2,000 word piece of puffery.
Anyone would think that Mr Daniels had absolutely nothing to do with the HBOS takeover but is instead only the man hired to clear up the mess. Here was the face of New Lloyds, come to takeover from where Sir Victor Blank, as Old Lloyds, had left off. Blank bad, Daniels good. The article charts the derring-do of Mr Daniels as he wriggles and squirms his way out of the Government Asset Protection Scheme and embarks instead on a record City fund raising.
Theres scarcely a mention of the fact that it was Mr Daniels who got Lloyds into its pickle in the first place.
Its going to take years to recover the value that was squandered when Lloyds acquired HBOSs toxic mix of assets. Somehow, the story has got absorbed into the ether that this was all Victors deal. It was not. Mr Daniels had been itching to merge with HBOS from way before Sir Victor was even made chairman, and had talked to HBOS about it too.
But, hey, good luck to him. Hes obviously applied himself vigorously since the deal was sealed to salvaging something from the wreckage. Yet the real credit for freeing Lloyds from the prison of the GAPS goes not to him, but to the City, which is putting up an astonishing 25.4bn of new capital to enable the great escape. Quite a bit of credit should also perhaps go to Win Bischoff, the new chairman, who has provided the gravitas, authority and confidence to allow the fund raising. Or perhaps not. Not many people know this, but Sir Win can be blamed for the HBOS deal too, even though he was not involved in any way. It was Sir Win, then chairman of Citigroup, who hosted the fateful drinks party where Sir Victor sealed the deal by gaining an assurance from the Prime Minister that the Government would suspend competition laws to allow it to go through. An awful lot of people had a hand in this particular road crash.