1MDB Scandal: "The UAE Connection"

This post deals with the second “phase” of the alleged misappropriation of funds from 1MDB and is based primarily on the US Department of Justice (DOJ) complaint against Red Granite, producers of The Wolf of Wall Street.    (the “Red Granite Complaint” or “Complaint”).   Paragraph not page numbers are used to cite the Complaint.  Where other sources are used, I’ve included links to websites, when possible.

Before I begin one very important note.

The US DoJ has filed complaints.  Certain parties mentioned in the complaints have been accused but have not been convicted of any crime, nor have they had a chance to neither respond to the charges made against them, nor have their responses and the original complaints tested by the judicial process.  At this stage all that can be said is that allegations have been made.  Please bear that in mind as you read this post. 

As before the focus is on connections to the GCC, though AA will be unable to resist excursions off his natural turf should the information be compelling.

In this post, I’ll look at the involvement of IPIC and Aabar, specifically that of two individuals who were officials of those companies at the time of the alleged misappropriation: 

· H.E. Khadem Abdulla Al-QUBAISI, Managing Director of IPIC (until 2015) and Chairman of Aabar (until 2013)  

· Mr. Mohamed Ahmed Badawy Al-HUSSEINY, CEO of Aabar until 2015.

I’d note that both these individuals’ names appear in the Complaint unlike the officers of PetroSaudi International (discussed in an earlier post) who were not explicitly named.

The Aabar Phase – Overview (Paras #9-10 and Paras #112-120)

During 2012, 1MDB raised US$3.5 billion in notes (laymanspeak “bonds”) arranged and underwritten by Goldman Sachs to fund the purchase of energy assets in Malaysia.  There were two issues each for US$1.75 billion.  IPIC guaranteed the issues either “directly or indirectly” as per the Complaint.  (Para 114).  1MDB also provided guarantees because the issuers of the Notes were newly created subsidiaries of 1MDB with no track records of their own.

The Complaint alleges that US$1.367 billion of the proceeds (39 percent of face value and 43 percent of estimated net proceeds) were diverted to a Swiss bank for the account of Aabar Investments PSJ in the British Virgin Islands (Aabar – BVI or BVI).  Despite the similarity to IPIC subsidiaries Aabar Investments and Aabar Investments PSJ, the BVI company was not owned by IPIC or Aabar. 

Funds were later allegedly transferred from the BVI account to an account controlled by TAN Kim Loong, described by the Complaint as an associate of Mr. LOW and further transferred presumably to disguise their origin and then used to acquire assets and transfers were made for the personal benefit of officials at 1MDB, IPIC, and Aabar.

The Aabar Phase Selected Details (Paras #121-227)

May 2012 US$1.75 Billion 5.99% Notes Issue Maturing 2022 (CUSIP XS0784926270)

Paras #122-127:  In order to fund its purchase of power generation assets from Tanjong Power, 1MDB decided to raise70 percent in Malaysian Ringgit (MR) from local banks and engaged Goldman Sachs (GS) to arrange and underwrite the Notes to fund the remainder.  After GS’s fees and transaction expenses, the net proceeds of the US$1.75 billion issue were estimated to be US$1,553,800,000.  Approximately, US$810 million of the proceeds were to be used for the purchase.   The remainder (US$744 million) was to be used for “general corporate purposes, which may include future acquisitions” as per the offering circular.  

AA side comment:  That is, almost half the proceeds were for unspecified “general corporate purposes”.  That pattern continued with the subsequent deals.  A natural question is why 1MDB continued to issue more Notes while accumulating an apparently ever increasing cash hoard.  There is a natural dilemma bankers face in structuring transactions.  The bigger the deal, the bigger the fees and, thus, the larger the personal bonuses.  On the other hand the banker has a duty to both the issuer and investors to ensure that amounts raised are appropriate.

Para #130 – Goldman earned US$192.5 million--11 percent of the Notes face amount--in fees (US$17.5 million) and commissions (US$175million). 

AA Side Comment:  Much has been made of the fees GS made on the three bonds it arranged for 1MDB.  The percentage appears “rich” but Goldman was underwriting the issues.  If it could not place the bonds, then it would wind up owning them itself.  It is also a fact that “debutante” (first time) issuers pay more in interest and fees than more “seasoned” issuers. Besides being a debutante, 1MDB presented a set of issues that increased the riskiness of the deal.  While it is owned by the Malaysian state, 1MDB is not full faith and credit.  As well, 1MDB had a very aggressive (risky) capital structure –one that would delight the heart of the stereotypical Kuwaiti “investor”:  maximum use of OPM --heavy on debt and low on equity.  1MDB’s fiscal year is 31 March so let’s use 2012 financials as a starting point. Then, before the Note issue, equity was already a scant twelve percent of total assets.  Not much structural balance sheet protection for lenders or bond investors.  By 31 March 2013, it was five percent.  Any banker or investor with a modicum of intelligence could have factored in this issue and seen that 1MDB’s already weak credit profile would be weaker after the issue. The riskier the issue, the higher the bankers’ fees. 

1MDB Financials here. 

Paras #129 and #146 – Within one day of closing of the issue (21 May 2012), 1MDB transferred approximately US$577 million to the Swiss account of Aabar Investments PJS – BVI. Note that Tanjong was paid US$650 million (Para #144).

Para #134 – 1MDB granted Aabar Investments PJS – BVI a ten year option to acquire up to 49 percent of these assets for a maximum of MR1,225,000,000.  Note that the compensation for the IPIC guarantee is going to an alleged unrelated party not to an IPIC or Aabar entity.

October 2012 US$1.75 Billion 5.75% Notes Issue Maturing 2022 (CUSIP XS0829573913)

Paras #137-139  This issue also for US$1.75 billion was arranged and underwritten by Goldman, guaranteed by 1MDB with “indirect” guarantee provided by IPIC.  The Notes were to fund the purchase of energy assets from Genting.  Net proceeds after expenses and Goldman’s fees were estimated at US$1,636,260,000 of which US$692,357,340 was for purchase of the Genting assets. As before the rest was for “general working capital purposes”.   Roughly fifty-eight percent of the issue.   This just reinforces the issue above about 1MDB’s real need for such large issues. 

AA Side Comment:  Assuming a rough US$4 million for expenses, as was the case with the first issue, Goldman’s fee was roughly US$110 million, six percent of the face amount of the Notes, and 57 percent of the fee on the first issue.  This validates the comments about debutante issues above. The lower fee may also be due to the support IPIC provided for the issue.  For more on that see below.

Para #141 – 1MDB guaranteed the Notes but IPIC did not.  IPIC “nevertheless agreed to privately secure the bonds on a bilateral basis with Goldman. No reference to IPIC’s indirect guarantee was included in the offering circular.”

AA Side Comment:   If IPIC originally provided credit support to the issue, it would seem that Goldman would have to disclose this to potential investors as a material fact.  However, if the support were in connection with the underwriting, then GS would not have had to disclose this information.  In an offering circular for the 1MDB guaranteed US$3 billion note 2013 issue by 1MDB Global Investments, the second US$1.75 billion is described as guaranteed only by 1MDB.  . 

This is all very strange “privately” securing the bonds “on a bilateral basis with Goldman” sounds as though IPIC is providing support for the underwriting.  This might have been structured as a “put” option.   If GS couldn’t place the Notes, it could exercise the option and “force” IPIC to buy the bonds immediately.  Perhaps, it was structured as a credit default swap, with GS being able to claim after default.  In any case, it doesn’t sound like IPIC’s undertaking extends to holders other than GS.

Para #141 – As compensation for procuring IPIC “indirect guarantee”, Aabar BVI was granted an option to acquire up to 49 percent of the Genting assets for up to ten years.  As the Complaint alleges, BVI is not an IPIC/Aabar entity and thus the compensation owed them was misappropriated.

Para #152 – One day after the second issue closed, 1MDB transferred US$790 million to Aabar BVI’s Swiss account, bringing the total transferred to US$1.367 billion.   Per Para #116, 1MDB recorded these transfers as “deposits” at Aabar Investments PJS in its financial statements. 

Disposition of Funds at Aabar – BVI

As outlined above, the Complaint alleges that US$1.367 billion was transferred to Aabar BVI’s Swiss account.  What happened to the funds?  I’m not going to recite details of the intermediary transfers, though I will make a general comment on the mechanics.

AA Side Comment: Not completely relevant to this post, but interesting.  The names of all the intermediaries allegedly used for the subsequent funds transfers make them sound like investment firms or funds.  (Paras 173-176) Two of them were actual investment funds according to the Complaint.  The Complaint notes that Aabar moved money into these two funds through CITCO.  That’s a tantalizing comment.  It suggests the possibility that these transfers did not pass through normal commercial banking payment channels, that is, Aabar moved funds to its account at CITCO and then instructed CITCO to credit accounts on its books. This would make detection harder.  In any case the use of “investment firms/funds” to move money provides an apparent justification for the transfers: investment firms (not individuals) making investments.  If true, a neat way to disguise the transactions and deflect any AML (anti-money laundering) queries.     

Para #181 and 182– US$473 million in four transfers between 29 May and 30 October 2012 to Bank Privee Edmond de Rothschild Luxembourg for the account of VASCO Investment Services SA, described as “affiliated with AL-QUBAISI” who is the “beneficial owner”.

Para #186  to 189 -US$55 million in four transfers between 29 May and 3 December 2012 to BHF Bank Frankfurt for Rayan Inc.  AL-HUSSEINY is identified as the “beneficial owner”. 

Paras #190-192 - US$11.6 million in two transfers 18 December 2012 and 22 January 2013 to Bank of America Texas for MB Consulting for “Services Rendered” of which AL-HUSSEINY is identified as “beneficial owner and sole signatory.”

Paras #194-196 - US$30 million to AMBank Malaysia for the account of Malaysian Official 1.  As per my post about PetroSaudi International, MO1 would appear to be the current Prime Minister of Malaysia.

Paras #197-198 – US$5 million to Falcon Bank Zurich for account of 1MBD Officer 3 identified as 1MDB’s General Counsel and Strategic Director in Para #27. 

Paras #202 – US$238 million to Red Granite Capital.  A portion of these funds are alleged to have been used to produce The Wolf of Wall Street, acquire assets, and fund a gambling vacation in Las Vegas.

AA Side Comment:  I can’t resist.  According to the Complaint, Paras #222-225 Red Granite transferred US$41 million to Alson Chance (AC) in June 2012.  On 10 July 2012 AC transferred US$11 million to the Venetian Casino in Las Vegas for deposit to LOW’s account.   On 15 July 2012, five days later, an apparently very unlucky LOW withdrew US$1.1 million from the Casino (US$0.5 million for the remainder of the deposit and US$0.65 million for chips.  Of course, gambling is not the only thing that one can spend money on in Las Vegas.  And Mr. LOW was hosting several people, including a former 1MDB officer and a famous movie star. On the other hand, chips are “bearer instruments”.   If I want to pay you, I can give you some chips.  When you cash them in, they are “winnings” and there is no obvious connection to the provider.  

The UAE Connection

Let’s look at some of the allegations made against AL-QUBAISI and AL-HUSSEINY as well as some other UAE connections.   Please note that AA’s comments are not assertions of wrong doing by the individuals named, but rather comments on what the allegations would mean, if they are indeed true. 

Para #115 - H.E. Khadem Abdulla ALQUBAISI and Mohamed Ahmed Badawy AL HUSSEINY were directors of Aabar Investments PSJ-British Virgin Islands, the company allegedly used as the first link the misappropriation of the US$1.367 billion.  They were at the same time officials of IPIC and/or Aabar, entities that were also defrauded in the scheme.  If the allegations are true, then they also participated in weakening 1MDB which could lead to calls under the guarantee.   See Para #162 for 1MDB’s claim that the BVI is indeed owned by Aabar/IPIC. 

Para #125 – When a Goldman MD met with Shaykh Mansour Bin Zayed, the Chairman of IPIC, to discuss the first bond issue, LOW was present, though “not involved in the deal” as “far as” the Goldman MD “was aware”. 

It’s interesting to speculate on how LOW became involved in the meeting.  Introduced by ALQUBAISI?  Direct relationship? 

What are the chances the LOW just popped by when Goldman’s MD came for a no doubt pre-arranged meeting to talk about the transaction?  Another “remarkable coincidence”?  That being said, Sh. Mansour is no doubt a very busy individual with many demands on his time.  Perhaps, he is double booking appointments as way of meeting all those who need to talk with him. 

Paras #131 and 141- 1MDB issued options as compensation for IPIC’s guarantees, but these were granted to the BVI which is not related to either IPIC or Aabar, according to the complaint.   The options granted the BVI the right to buy up to 49% of the two power projects financed with the bonds over a ten-year period.  For the Tanjong option, AL HUSSEINY allegedly signed on behalf of the BVI.  Thus, IPIC/Aabar was also a victim of “misappropriation”.   See also Para #162.

Paras #181-192- As outlined above, ALQUBAISI allegedly received US$473 million and ALHUSSEINY US$66.6 million.

AA Side Comment:  Geez we all want a bit when we retire, but US$473 million? Surely a lot more than 10,000 Swiss Francs a month.  Seems like a rather “princely” sum for a mere “excellency”.   As noted before on this blog, AL QUBAISI acted as an intermediary for Shaykh Mansour Bin Zayed on the Barclays capital raising.  If the 1MDB allegations are true, perhaps, he (QUBAISI, not Sh. Mansour) decided it was time to “wet only his beak”.  Rather a bold and highly risky move by an individual whose continued livelihood in the UAE depends on remaining in Sh. Mansour’s good graces. Sh. Mansour is personally committed to IPIC and the tarnishing of its name in a scandal is no doubt unwelcome as well as what would appear to be betrayal by a very trusted business partner.      

1MDB Scandal: The Curious Case of PetroSaudi International

If You Were Owed $700 Million, What Would You Do?

Much has been written following the US Department of Justice’s 20 July 2016 filing of (at least) sixteen complaints to seize assets alleged to have been purchased with the proceeds of an alleged misappropriation of $3.5 billion from 1MDB, Malaysia’s state-owned strategic investment and development fund.

List of Cases:  CV 16-05362; CV 16-05363; CV 16-05364; CV 16-05366; CV 16-05367; CV 16-05368; CV 16-05369; CV 16-05370; CV 16-05371; CV 16-05374; CV 16-05375; CV 16-05376; CV 16-05377; CV 16-05378; CV 16-05379; CV 16-05380.

Not one to be left behind, I’ll be contributing my own thoughts.

Given the focus of this blog, my initial posts will deal with GCC entities that were involved in transactions with 1MDB and thus may have wittingly or unwittingly participated in the misappropriation.

Unless otherwise noted, the primary source document I’m using is the DOJ complaint against Red Granite, producers of The Wolf of Wall Street (the “Red Granite Complaint” or “Complaint”).  I will cite sources paragraph numbers rather than page numbers as “sourcing” for various points.

Before I begin one very important note.

The US DoJ has filed complaints.  The parties mentioned in the complaints have not been convicted of any crime, nor have they had a chance to neither respond to the charges made against them, nor have their responses and the original complaints tested by the judicial process.  At this stage all that can be said is that allegations have been made.  Please bear that in mind as you read this post.

Let’s start with PetroSaudi International (“PSI”), a privately owned Saudi company founded in 2005, its CEO and founder and a Saudi royal prince described as the “PSI Co-Founder” in the Complaint.  While their names were not disclosed in the Red Granite Complaint, enough information was supplied so that they could be separately identified. 

• PSI’s website identifies Mr. Tarek Essam Ahmed Obaid as CEO and founder. 
• Press reports identify Amir Turki Bin Abdallah Al Saud as the co-founder of PSI.  But note he is not mentioned on PSI’s website.  The second link contains copies of documents from a variety of sources that purport to confirm Amir Turki’s role in the company.
• The Guardian
• The Rakyat Post.

The Complaint alleges that the misappropriation of funds took place in three phases: the Good Star Phase ($1 billion); the Aabar BVI Phase ($1.367 billion) and the Tanore Phase ($1.2 billion).

While I want to focus on what appears to be curious behavior by PSI and its principals in this post, let’s start with some details about the alleged misappropriation to provide context.

The Good Star Phase - Overview

Para #8 - In the Good Star Phase (2009-2011) more than $1 billion was illegally transferred to an account in Switzerland belong to Good Star Limited, which is alleged to have been under the control of LOW Taek Jho instead of to accounts of PSI or the 1MDB/PSI JV.  The transfers were in two tranches: $700 million (2009) and then $330 million (2011) as detailed below.  

First Tranche - $770 Million

Paras #40-112 contain a detailed analysis of the Good Star Phase including the alleged diversion of funds and use of the funds for asset acquisitions and payments to parties involved.

Para #60 – On 30 September 2009 1MDB issued two payment orders to Deutsche Bank Malaysia to pay: (a) $700 million to RBS Coutts Switzerland for the account of Good Star (the alleged fraud) and (b) $300 million to JP Morgan Suisse for the account of 1MDB/PSI JV (the “JV”).  This latter payment appears to be in line with the JV agreement and so is not described as fraudulent in the Complaint.  Note that 1MDB’s instructions did not specify the names of the beneficiary accounts only their account numbers.   

Paras #60-77 detail the compliance questions that Deutsche raised with 1MDB and Malaysia’s central bank and those RBS Coutts raised with Deutsche.  Both banks request the names of the beneficiaries of the payments not just account numbers as identifiers.  As per standard payment protocols, any compliance questions that Coutts had would have to be routed to/through Deutsche, not directly to 1MDB.  1MDB advises the names and that Good Star is owned by PSI.

Paras #81-90 detail questions raised by 1MDB’s Board about the $700 million transaction’s conformity with the JVA, including an unacted upon request that the $700 million be returned and paid “through the originally agreed channel” (Para #85).  This request was apparently turned aside by a 1MDB officer’s statement that funds had been paid to PSI.

Second Tranche - $330 Million

Para#94 – Between 20 May 2011 through 25 October 2011, 1MDB made five payments totaling $330 million to Good Star’s account for drawdowns by the 1MDB/PSI JV under a loan facility provided by 1MDB to the JV in June 2010 (Para #92).  A 1MDB official told 1MDB’s board that the JV had instructed that the payments go to PSI.  Once again the payments went to Good Star.

Curious Behavior by PSI and the PSI Co-Founder

Without prejudging their eventual responses to the Complaint, AA found two incidents of “curious” behavior by PSI and the PSI Co-Founder.

An apparent lack of follow-up on the $700 million shortfall initial JV payment due in September 2009.

Two payments made from the PSI Co-Founder’s account to a high ranking Malaysian official’s account at a Malaysian bank.

Apparent Lack of PSI Follow-Up on the $700 Million JV Payment

Para #52 – As per the JV Agreement 1MDB was to contribute $1 billion to the JV.  As per the Complaint the JV only received $300 million.  I didn’t see anything in the Complaint that PSI, its CEO, or any other PSI official ever contacted 1MDB about the shortfall.  AA finds it rather remarkable (hence this remark) that PSI did not press for the funds, perhaps contacting 1MDB’s Board or as a last resort going public.   A seventy percent shortfall and no apparent complaint.  AA will be mighty interested to read PSI’s response to learn what he’s missing.

Para #96 – In May 2011, the CEO of PSI requested that 1MDB inform Coutts that the first two payments (totaling $95 million) made to Good Star earlier that month were for Good Star and not PSI.  However did the CEO learn about these transfers to an account over which he had no control or ownership?  Even more remarkable at this juncture is that still short a “cool” $700 million from the initial JV payment, he apparently did not ask about the missing funds.  Or perhaps he did. Could it be that the DoJ didn’t consider that relevant to its case?  That seems unlikely because that would provide the DoJ another argument that the $700 million was “misappropriated”.

For the sake of completeness there is perhaps another reason why there was no complaint. Alleged internal PSI documents that were leaked/sold to a Malaysian website opposed to the current Malaysian Prime Minister purport to show the project had zero value. 

See the section below about blackmail.

Alleged Payments from PSI Co-Founder to Private Bank Customer in Malaysia

Para #101 on 18 February 2011 Good Star transferred $12.5 million to the account of the PSI Co-Founder at Riyad Bank.  On 23 February 2011, the Co-Founder’s account transferred $10 million to a private banking account at AM Bank Malaysia for Malaysian Official 1.  On 10 June 2011 Good Star transferred $12 million to the PSI Co-Founder’s same account.  On 13 June 2011 that account made a similar transfer to AM Bank Malaysia.  This formulation is meant to cover the possibility that another party was operating the account under a POA and that the PSI Co-Founder was unaware of and did not approve the transfers.

Para #102 the holder of the account at AM Bank is identified by the DoJ as Malaysian Official 1 who the Complaint alleges was the recipient of a $681 million transfer from Saudi Arabia in 2013.   That would appear to identify the holder as the current Prime Minister of Malaysia.  The Wall Street Journal. 

The reason for the payments from the PSI Co-Founder’s account is not specified in the Complaint.  Perhaps they were gifts as Malaysia’s Attorney General said was the case with the 2013 $681 million. 

Saudi royals would appear to be quite a generous lot.  Perhaps, this as well explains the apparent lack of follow-up by PSI on the “missing” $700 million JV payment.  AA definitely should cultivate more Saudi royal clients, though it would be just my luck that their innate generosity has been tempered by recent and no doubt unwarranted accusations of unethical behavior.

Perhaps like the famous Devonia transaction, the Saudi shaykh bought something from the holder of the AM private bank account and sold it to Good Star.  Shares in Sibneft?

For the sake of considering all the possibilities and not because AA has a suspicious mind, perhaps, it was a kickback of some sort.  Seems a rather meager commission on such a large amount.   Also it seems rather strange to one’s kickback payment transferred to an account in one’s own country easily identifiable.

If indeed it was a kickback, then the roughly 20% “commission” for making the payment is in line with Devonia precedent for the use of “shaykhly” accounts. 

• The Financial Times
• The Independent

Not Relevant But Too “Good” to Omit:  The Independent article claims that at a meeting among Shaykh Sultan, Mr Abramovich and Mr Berezovsky a bank compliance officer asked the good shaykh for a copy of his passport and proof of residence, the shaykh handed him some UAE dirhams and said “my face in on these”.  The article notes a hearty burst of laughter by the participants but is silent on whether other KYC documents were produced.    

Blackmail by Former PSI Employee

Just about one year ago (17 July to be precise), Singapore’s Straits Times reported on the apprehension of a former PSI employee who was arrested by the Royal Thai Police and charged with attempted blackmail of his former employer and the sale of PSI documents to opposition figures in Malaysia. Apparently the individual had secured an earlier payment from PSI.  The payments don’t necessarily prove any wrongdoing by PSI. The earlier payment may have been made for other reasons, e.g., to avoid a scandal that would tarnish one’s name and business opportunities even if it’s not true.

• The Straits Times

These would appear to be some of the alleged PSI documents sold by the former PSI employee.  Note the SR is part of the opposition in Malaysia.

• The Sarawak Report.

The 1MDB Scandal - An Overview

Happier Days

This post is based upon the 20 July 2016 complaint filed by the US Department of Justice (DoJ) against Red Granite pictures. (the “Red Granite Complaint” or the “Complaint”), producers of The Wolf of Wall Street.    I will cite sources paragraph numbers rather than page numbers as “sourcing” for various points.

The Red Granite Complaint is one of at least fifteen other complaints filed to secure the civil seizure and forfeiture of assets alleged to have been purchased with the proceeds of an alleged misappropriation of approximately US$3.5 billion from Malaysia’s state-owned strategic investment and development fund, 1MDB.

The DoJ is making the individual complaints available at this website.   Also note the powerpoint with pictures of some of the assets.  Link here. 

This post will set the stage for subsequent posts here at Suq Al Mal.  Because SAM focuses on the GCC banking sector, those posts will look at GCC parties involved in transactions with 1MDB where those parties’ behavior raises questions –at least to AA.  Of course, if past is prologue, then you know that AA will not be able to resist the urge to venture beyond the GCC if something interesting catches his eye.

Before I begin one very important note.

The US DoJ has filed complaints.  The parties mentioned in the complaints have not been convicted of any crime, nor have they had a chance to neither respond to the charges made against them, nor have their responses and the original complaints tested by the judicial process.  At this stage all that can be said is that allegations have been made.  Please bear that in mind as you read this post.

According to the Complaint, the misappropriation of funds from 1MDB took place from 2009 through 2013.  The DOJ identifies three phases named for the vehicles purported to have been used in the theft.

1. The Good Star Phase (2009-2011)                US$1 billion 
2. The Aabar Investments BVI Phase (2012)     US$1.367 billion
3. The Tanore Phase (2013)                               US$1.2 billion   

The Good Star Phase (Para #8 and Paras 40-112)

In 2009 1MDB signed a joint venture agreement (JVA) with PetroSaudi International, a privately owned Saudi-registered firm, to develop properties in Argentina and Turkmenistan. 

According to the JVA, 1MDB was to contribute US$1 billion in equity to the JV. 

The Complaint alleges that in late September the Malaysian fund made payments totaling US$1 billion, but that US$700 million were transferred to an the Swiss account of Good Star, a company actually controlled by Malaysian LOW Taek Jho. 

In May 2011 and October 2011 an additional US$330 million was transferred to Good Star, ostensibly advances under a murabaha facility extended by 1MDB to the JV.

The Aabar Investments PSJ BVI Phase (Paras #9-10 and 112-226)

During 2012, 1MDB raised US$3.5 billion in bonds (arranged and underwritten by Goldman Sachs) and guaranteed by 1MDB as well as IPIC, an Abu Dhabi state-owned investment fund. 

The Red Granite Complaint alleges that US$1.367 billion of the bond proceeds were diverted to a Swiss bank for the account of Aabar Investments PSJ in the British Virgin Islands.  

Despite the similarity to an IPIC subsidiary Aabar Investments and Aabar Investments PSJ, the company in the BVI was not owned by IPIC or Aabar.  Curiously, according to Para #115 of the Complaint, the directors of the BVI were H.E. Khadem Abdulla al Qubaisi (Managing Director of IPIC) and Mohamed Ahmed Badawy Al Husseiny (CEO of Aabar).

Funds were later allegedly transferred from the BVI account to an account controlled by TAN Kim Loong, described by the Complaint as an associate of Mr. LOW.  Funds were used to acquire assets and transfers were made for the personal benefit of officials at 1MDB, IPIC, and Aabar.

The Tanore Phase (Para #11 and Paras #227-290)

The Complaint alleges that US$1.2 billion was diverted from a US$3.0 billion third Goldman Sachs arranged bond issue in 2013, which in part was to fund investments with Abu Dhabi in the Abu Dhabi Malaysian Investment Company (ADMIC). 

The US$1.2 is alleged to have been transferred to an account in Singapore for Tanore Finance Corporation, a company alleged to be ultimately controlled by Mr. LOW.  This amount inter alia is alleged to have provided funding to Red Granite for the production of The Wolf of Wall Street.

What Were They Thinking

For the sake of making a few comments, I will assume that the Complaint is accurate.  That is, that roughly $3.567 billion was misappropriated from 1MDB.    

As of 31 March 2014, 1MDB’s financials show roughly MR51.4 billion in total assets or approximately US$15.7 billion.

• 1MDB Financials
• BNM Exchange Rates

US$3.5 billion represents almost twenty-three percent of total assets. The size of the fraud is immense not only in dollar terms but as a percentage of assets. 

How did the perpetrators think a fraud of this size would go undetected?

In the future, assets booked to disguise the defalcation would prove worthless and have to be written down or written off.   This would have been very visible not only because of the amounts of the write-downs/write-offs but perhaps more importantly by their relation to the fund’s equity.

As of 31 March 2014, 1MDB had equity a shade over MR 2.4 billion (US$747 million), roughly twenty percent of the US$3.5 billion that is alleged to have been stolen.  Thus, even a partial write down would wipe out equity.

Often in such “operations” the proceeds of new misappropriations are used to partially cover the previous ones.  That is, for example, funds from the Aabar Phase would have been used to cover the Good Star Phase misappropriations, justified by a statement that the PSI/1MDB JV projects were not proceeding according to plan and to prevent further losses “prudent” management was terminating the JVA.  An amount could be written off ostensibly as costs incurred without necessarily ringing alarm bells. 

Or was there something else at play here besides simple greed and less than adept defalcation skills?

Global Investment House: The Future is Now and Likely to Remain So

For Some Now May Be the Only Future They Have

As promised in my first post, some thoughts on Global’s future.

As detailed below, Global faces a variety of very real constraints to growth—the primary one being control by its creditors. If it doesn’t or can’t grow, Global’s net income will remain modest, likely be volatile, and its ROE subpar. These obstacles are formidable and AA has a hard time seeing Global finding a way out of this challenge.

First a recap to set the scene.

Recap

In my previous post I identified a structural problem with Global’s revenues and expenses.  The latter (adjusted to exclude impairment and loan loss provisions) average roughly KD 14 million a year – 140% of the revenues from its core Assets Under Management (AUM) business.  Other lines of business (LOBs) then have to generate enough revenue to cover remaining expenses and produce a profit.

That’s a problem because Global’s other LOBs lack the scale to consistently generate enough revenue to do this –either in absolute or ROE terms.

Profitability is cobbled together from these “hobby” businesses plus one off items such as FX translation gains from a depreciating dinar or loan loss provision reversals—items whose persistence is unlikely.  

By way of example, if these latter two items had not been present in 2015, Global’s net income would be 10 percent of the reported KD 6.5 million.  Additionally, the non-AUM fee-generating LOBs (chiefly brokerage and investment banking) are market sensitive and thus add unwelcome volatility to earnings.

Strategic Options

In the face of this structural problem, Global can either: 

1. Accept its current position. 
• Live with the volatility. 
• Or rationalize its expense base to reduce the volatility. Without detailed information it’s not possible to determine if cutting what appear to be “hobby” operations – Bahrain and Oman brokerage, for example—would result in significant cost reductions without disturbing the AUM business.  
2. Seek to materially change its fate by significantly growing revenues as a way of eliminating volatility, increasing ROE, and making itself a more credible partner for clients and a more compelling opportunity for equity investors.

As my framing of options indicates, I think growth is the preferable path. 

Shrinking oneself to greatness is not really a business strategy.  Growth will also facilitate the sale of the creditors’ 70 percent stake which as argued below is the major current constraint on the firm’s development.

One caveat about growth.

FGB/NBAD is unlikely to challenge ICBC 'sor JPMorgan’s position.  Nor will Global rival the likes of Blackrock.  That’s fine.  There’s nothing wrong with being a fish in a small pond.  But even a fish in a small pond needs to grow to keep up with the other fish in the same pond. 

There is a third option: a sale to another institution that can fold Global’s business into its own, cut costs, and reap the benefits of scale. 

Two things would be required.  

1. A sale price that would satisfy the creditors.  This probably would be the main sticking point to this scenario.  This early in the life of the debt settlement there probably would be creditor price resistance to a “bargain” sale.  
2. A transaction that does not disturb the current client relationships, i.e., that maintains the KD 1.1 billion in AUM.  That is perhaps easier to achieve if current legacy management and board representation is retained.

If Global doesn’t increase revenues, net income is likely to be volatile, remain relatively modest, and ROE subpar.  As outlined below, Global faces some very real growth constraints. It’s hard for AA to see a way forward for the firm out of this conundrum.

Constraints on Growth

Current Majority Shareholders (Creditors)

The primary current constraint on growth is the majority shareholder (Global’s creditors) who by virtue of their 70 percent equity stake control the firm.  Their self-interest is directly at odds with a pro-growth strategy.    

In the best of times, bank creditors like other “bond” investors focus on return of capital and not like “equity” investors on growth and increasing return on capital.

A debt restructuring typically intensifies this tendency.  Cash extraction from the debtor becomes even more urgent and is imposed through aggressive repayment schedules and rescheduling covenants that severely constrain spending and business development.   

But Global wasn’t a typical restructuring.  Creditors normally don’t take assets to settle debts because they know that their track record in realizing assets is much worse than in underwriting loans.   

The fact that creditors demanded 70% of the rump firm’s equity and existing shareholders gave it is a very clear sign that a serious shortfall from asset sales was expected. That deficit and the need to maximize recovery have no doubt exacerbated the impulse for cash extraction.   

When equity in the borrower is taken, creditors cash out by selling the firm to investors or collecting dividends.  When a sale at an acceptable price is not possible, then dividends become “favorite”. 

At this time, price expectations of seller and buyer are probably far apart.

Since we are only three years into the settlement, an acceptable price for creditors is probably one that is no less than the value ascribed to the equity when the “expected” loss on the settlement was calculated.  To sell for a lower price would require booking a loss.  Over a longer period, the creditors’ price discipline could wane, if earnings prove volatile and that volatility requires a revaluation of the carrying value of the equity.

Given its current condition, Global is not a particularly exciting investment prospect for new investors.  Legacy shareholders probably haven’t changed their minds from 2012/2013 when they turned down an opportunity to infuse new cash.      

If creditors won’t let Global spend “precious cash” to build the business, what other ways could they help grow revenues?

Creditors could shift AUM from their own firms to Global.  They could solicit new AUM for Global.  But if they did, they would share the resulting profit with other creditors and the 30 percent “legacy” shareholders in the firm.  Little economic sense in that, particularly because relatively large amounts would be required and creditors have already taken a “hit” on the debt settlement, no doubt exhausting whatever minute amounts of generosity they may once have had.    

Global’s strategy confirms this analysis. It’s clear that the firm is being managed not for ROE or growth, but for cash extraction.   That involves retaining the “cash cow” KD 1.1 billion in AUM, keeping a firm control on costs, and following a conservative risk acceptance policy. 

“Souk legend” (the Gulf equivalent of urban legend) is that GIH’s KD 1.1 billion in AUM-the main driver of current revenue—is largely (almost all?) comprised of KIA funds that Ms. Maha played a key role in obtaining.  The creditors are smart enough to recognize that they need legacy management to keep current customers in place and perhaps incrementally add to AUM. This probably explains her continued presence in the board and in executive management as well as the retention of other “key” legacy managers.

As regards expenses, a glance at note 16 (2015 annual report) shows no evidence of significant investment in new assets, including computer equipment which would involve relatively small amounts.   Assets are almost fully depreciated.  While accounting useful life is not the same as economically useful life, this does suggest some replacement is likely needed.  That it has not occurred at any measurable level is revealing. Directors’ fees are also being kept at modest levels.  Usually, in the old boy (and in this case one girl) world of boards, cost control is not an urgent imperative.  The amounts are not just that large.  Clearly expense control is a key business focus.

In terms of risk aversion, the overconcentration in cash and cash equivalents is a very clear sign of heightened risk control and husbanding cash for dividends.  With 50% of assets in low ROA banks and cash despite there being no material debt obligations, it is clear the firm is being managed for cash not ROE.

Other Actors – Private Clients

Could other parties step up to deliver needed growth?

Retail investors aren’t going to provide the revenue required.  Too many small ticket transactions and portfolios would be required to change Global’s fortunes.  Many new retail customers would increase operational costs offsetting some of the revenue gain.

Large institutions and HNWIs could drive material change at GIH.   But what is their incentive to shift their portfolios? Global doesn’t appear to have any compelling investment product or products that differentiate it from its competitors and make it a “must have” for such an investor.  Why would such an investor select Global over NBK or another major regional or international firm?  

Global also still carries some remaining baggage from its 2008 difficulties, particularly in the treatment of investors in AlThouraia/Mazaya Saudi and Global MENA Financial Assets. This probably exacerbates non Kuwaiti GCC nationals’ general concerns about Kuwaiti business practices as well as the appetite of those Kuwaitis who invested in these funds.

But there’s another constraint. Assuming there are private institutional and HNW investors (and these are likely to be Kuwaiti rather than other GCC investors) willing to do business with Global, where would the funds come from?

As discussed in my post about the NBAD/FGB merger, the GCC is a minor financial market when measured in terms of assets and earnings and is highly likely to remain so for a variety of reasons (demographics, the nature and size of local economies, etc.). 

With GCC asset managers this is even more the case.  Major world firms have AUM in the trillions (Blackrock at $4.6 trillion) and net income is measured in billions (Blackrock north of $3 billion) or hundreds of millions. 

Currently, Global is mid-tier behind NBK Capital and KAMCO each of who have at least 3.5 times Global’s AUM.  A significant shift in Global’s fortunes would require a major shift away from these other firms.  Something that doesn’t seem highly probable to AA.  “Losing” 10% of your clients is a rare occurrence.  “Losing” 30% or more even less probable.     

Other Actors-Official Institutions

What would motivate a government-related entity to place investments with Global when 70% of the profit on the relationship will go into the hands of creditors, who include foreign banks?  And very likely include some investors who have acquired their positions at a discount.  Few like to feed vultures.

Another constraint is that non-Kuwaiti official institutions are unlikely to shift business to Global.  They have their own national firms to support and sad to say many in the GCC have a dim view of Kuwaiti business practices.

All in all a rather bleak strategic cul-de-sac.

Global Investment House - 2015 Financial Performance Reveals Structural Problems with Earnings

It's a small world after all, and for some even smaller

It’s been five years since Global signed its first restructuring agreement and three years since its final settlement with creditors.

How is Global doing?   What are its prospects for the future?   

The first question is the subject of this post.  I’ll cover the second in a companion post.

Catching Up with Global

 

When last I posted, Ms. Maha was Chairman, GIH had published financials showing about KD 1 billion in assets, and the firm was touting its first rescheduling deal with its creditors.

At that point, commenting on the deal’s principal repayment terms—10 percent the first year, 20% the second year and a whopping 70% the third year—I noted that:

“It's highly unlikely that Global is going to be able to meet the repayment schedule even with one or two small miracles coming its way.   With the short fuse and the extensive trip wires (by way of covenants below), the spectre of a second default has to be haunting Global's management and shareholders.”

Not surprisingly in mid-2013 GIH negotiated a second rescheduling deal that gutted the firm: almost all of GIH’s “fine” assets were transferred to creditors in settlement of the debt.  Because the assets weren’t that “fine”, the creditors took a 70 percent stake in the “rump” GIH.  For a variety of reasons, the firm focused its business strategy on fee-based not balance sheet intensive business.  Ms. Maha was replaced as Chairman, though she remains on the Board as Vice Chairman and retains a role in management.

Review of 2015 Performance and Financials

Overview

The structure of GIH’s revenues and expenses indicates a high probability of future earnings volatility. Normalized expenses are 140% of AUM related revenues.  Non AUM LOBs can’t consistently generate enough revenue to cover the remaining expenses and generate a meaningful profit. They are market sensitive (volatile) themselves and more importantly lack scale.  They are more “hobbies” than substantial LOBs.

Besides these structural earnings problems, I noticed a few things in the loan portfolio and murabaha receivables worthy of comment.  Nothing that is life threatening.

Income and Expense

Net Income:

Global earned KD6.5 million in 2015 versus KD6.4 million the year before.  However, 2015 net income was bolstered by a (non-cash) write back of KD4.3 million of loan provisions.   Without this “timely” reversal, net income would have been a much lower KD2.2 million.

Revenues:

Fees and Commission Income accounted for 89% of total revenues in 2015 and 66% in 2014.   Within this category, AUM related fees account for some 80% of revenues, and represent a relatively stable revenue stream.  The other key fee-generating LOBs-- brokerage and investment banking-- each generate about one tenth of the AUM fees but are more volatile.

In 2015 Global benefited from KD 1.8 million in FX translation gains (KD 2.2 million in 2014) due to depreciation of the KD against the US dollar.  Not a stable core revenue source.

Net interest income contributed KD 1.6 million.

Fair Value Through Profit and Loss a loss this year of KD1.5 million vice KD0.8 million in positive revenue the year before.

Expenses:

Excluding loan provisions and impairment losses, Global’s average expenses are about KD 14 million a year – 140% of its stable AUM related earnings.

Structural “Problem” with Earnings

That’s a problem because Global’s other fee-generating LOBs (chiefly brokerage and investment banking) are market sensitive and more importantly lack the scale to  consistently generate significant revenue  to both cover expenses and generate a profit.   Growing earnings by growing assets is constrained by policy and no doubt as well by limited market access. 

Global then is forced to rely on one-offs such as continued depreciation of the KD or provision write backs to turn a reasonable profit.  Note that if there had been no FX translation gain in 2015 and no write back of the provision, Global would have had a modest profit.   

Balance Sheet

As mentioned above, a couple things caught my eye in the loan portfolio and murabaha receivables.

Loan Loss Provision Write Back

According to GIH’s 2015 annual report note 13, the write back provision for credit losses “for the year include KD 3,292 thousand (2014: KD 130 thousand) written back as a result of settlement agreement with a borrower.” 

Note the term “settlement agreement”.  GIH did not restructure the loan. The amount was not repaid in cash. Rather the bank took securities to settle the loan as is clear from an analysis of the firm’s cashflow statement and note 11.  The absolute increase in assets in note 11 is much more than the amount shown on the cashflow statement.

A single customer was responsible for 77% of the write-back.   A quick scan of annual reports back to 2012 suggests--but does not prove--that GIH has held this provision since at least 2011. 

The same note states:  “Loans are granted to GCC companies and individuals and are secured against investments in the funds and securities held in fiduciary portfolios by the Group on behalf of the borrowers.”

Why didn’t GIH seize and realize the collateral long ago?  Why hasn’t done the same with the borrowers representing the KD 5.9 million in unused provisions?

One explanation might be that legal processes in Kuwait are painfully slow.  Thus, GIH was legally unable to seize the collateral and extinguish the loan, but rather forced into prolonged negotiations with the borrower. 

That the reversal came at just the “right” time to protect earnings is certainly a remarkable coincidence.  Perhaps difficulties in 2015 caused management to redouble its efforts to collect.  Perhaps a long period of negotiation finally came to a close.  From the financials, it does not appear that GIH gave the borrower a discount on the asset swap.

Loan Portfolio:

Is there room for more earnings positive settlements with borrowers?

Net loans are KD 1.6 million = gross loans KD 7.5 million less provisions of KD 5.9 million (note 13). 

That KD 5.9 million would appear to be able to fund a few “timely reversals”.  

Particularly because Global holds KD17.8 million (fair value) collateral as per note 25.2.2 page 57.  That’s 240 percent coverage of the gross amount of the portfolio.  One might argue and AA certainly would that there doesn’t appear to be a compelling reason to hold a loss reserve when collateral coverage is so high.   

But there’s more.

Global is accruing interest on the gross portfolio because KD 490K in accrued interest in 2015 equates to a whopping 21% per annum yield on the average net loan portfolio. (Simple average of 31 December 2015 and 2014 amounts).  It’s a more reasonable 4.8% on the average gross portfolio. 

To accrue interest, Global would either have to be receiving cash or have almost certain assurance of payment of the interest. 

The cashflow statement shows that Global did not receive cash payments in 2015 for about KD 500 million of interest accrued that year, an amount very close to the interest accrued on these loans.  Of course, the KD 500 difference could well relate to other interest bearing assets.  It could relate primarily to the loans but be due to timing difference:  the interest payment was received after 31 December 2015.  If cash is being received and Global holds such an excess of collateral, how does it justify maintaining the reserve to its auditors? 

On the other hand, if Global is accruing interest—but not receiving cash—, its justification is likely based on asserting that collection of interest is almost certain given the collateral it holds. If the interest is secure and again the collateral so much larger than the principal, then it would seem the principal is also secure and no provision is needed.

All this suggests to AA that Global has some “dry powder” for future contingencies.

Murabaha Transactions

Global is earning a princely 5.28% per annum on these one year transactions (note 12).  Not many good investments offer such a return for a one year tenor.  Kudos to GIH for finding this consistently attractive opportunity—5.24% in 2014, 5.3% in 2013, and 5.45% in 2012.

One would think that such rates would come at the cost of higher risk, but the provision is a modest KD 123K on some KD 3.1 million. 

One thing did catch my eye.  Note 25.2.2 page 57.   The murabaha receivables were more than 180 days past due (but not classified as impaired) as of 31 December 2015 and as well at 31 December 2014.  I didn’t see a reference to collateral for these transactions.  Of course, AA has been around the block a few times on “Islamic” banking transactions and knows that in addition to careful structuring (technically حيل) “Islamic” finance is one area of the faith where miracles occur with a dazzling regularity.

Notwithstanding the above, perhaps a provision of some sort would be warranted.  And could be accomplished by a simultaneous reversal of some of the loan provisions and booking of an equivalent amount as provision for the receivables.  But of course الله اعلم

In Memoriam Abdo Jeffi

 6 March 2016

Il n'est pas un banquier ordinaire.

Il n'est pas un homme ordinaire.