dick parsons angelo mozilo stan oneal(This post appeared at Credit Writedowns.)


We are now hearing former Merrill Lynch CEO Stan O’Neal’s side of the story for the first time since he resigned in October 2007. In a story by William Cohan in Fortune Magazine, O’Neal paints a picture of Merrill’s fall from grace that at once reveals O’Neal’s own deficits and foresight but that also reveals a lot about bank of America CEO Ken Lewis and Merrill Lynch’s Board of Director’s.
O’Neal approached Ken Lewis, then the CEO of Bank of America, about selling Merrill to BofA for $100 billion, according to O’Neal, in an account corroborated by other Merrill Lynch executives. Apparently O’Neal was concerned about the health of Merrill and wanted to seek a partner with a balance sheet which could weather the meltdown in subprime-related assets. He considered both Barclays and Bank of America as the two obvious bidder, eventually approaching Bank of America with an offer for sale.
Twice in 2007 O’Neal tried to negotiate deals to sell Merrill at premium prices, only to encounter crushing opposition from an unlikely source: Alberto Cribiore (pronounced Crihbe-OR-ee), a friend whom O’Neal had appointed to Merrill’s board four years earlier. Given his extensive Wall Street experience, Cribiore, a former partner at private equity firm Clayton Dubilier & Rice, wielded outsize power. He argued vociferously that O’Neal was too negative and that Merrill could address its CDO problem without having to sell the firm at a moment of weakness.
This pitched battle between the CEO and the board member, largely unexplored until now, shows how a single person was able to thwart what may have been Merrill’s salvation. And it suggests that O’Neal’s failure consisted as much of his inability to persuade his board to take necessary action as it did in his earlier cluelessness about the risks posed by the mountains of CDOs, those bundles of debt securities, many of them tied to subprime mortgages.
Whatever you think, one conclusion is inescapable: This conflict cost Merrill shareholders dearly. In the aborted 2007 negotiation, O’Neal seemed close to a deal with Bank of America to sell for about $100 billion. When Merrill was finally unloaded a year later to the same buyer, it went for half that amount. In all, the failure to sell in 2007 would cost Merrill shareholders some $50 billion.
This story is significant for a number of reasons.