Silicon Valley Bank executives went to Goldman Sachs Group Inc. in late February looking for advice: They needed to raise money but weren’t exactly sure how to do it.
Soaring interest rates had taken a heavy toll on the bank. Deposits and the value of the bank’s bond portfolio had fallen sharply. Moody’s Investors Service was preparing for a downgrade. The bank had to reset its finances to avoid a funding squeeze that would badly dent profits.
The...
Advertisement - Scroll to Continue
Silicon Valley Bank executives went to Goldman Sachs Group Inc. in late February looking for advice: They needed to raise money but weren’t exactly sure how to do it.
Soaring interest rates had taken a heavy toll on the bank. Deposits and the value of the bank’s bond portfolio had fallen sharply. Moody’s Investors Service was preparing for a downgrade. The bank had to reset its finances to avoid a funding squeeze that would badly dent profits.
The conversations—held over the course of about 10 days—culminated in a March 8 announcement of a nearly $2 billion loss and a planned stock sale that badly spooked investors. SVB Financial Group shares tanked the next morning. Startup and venture-capital customers with big uninsured balances panicked, attempting to pull $42 billion out of the bank in a single day.
While few could have predicted the market’s violent reaction to the SVB disclosures, Goldman’s plan for the bank had a fatal flaw. It underestimated the danger that a deluge of bad news could spark a crisis of confidence, a development that can quickly fell a bank.
Goldman is the go-to adviser to the rich and the powerful. It arranges mergers, helps companies raise money and devises creative solutions to sticky situations of the financial variety—a talent that has made the firm billions.
Advertisement - Scroll to Continue
Yet, for SVB, Goldman’s gold-plated advice came at the steepest possible cost. SVB collapsed at warp speed in the second-largest bank failure in U.S. history, setting off a trans-Atlantic banking crisis that regulators are working furiously to contain.
This account of SVB’s last days is based on interviews with bankers, lawyers and investors who almost participated in the doomed deal.
SVB’s problem was mechanical: Banks make profits by earning more from putting money to work than they pay depositors to keep it with them. But SVB was paying up to stop depositors from leaving, and it was stuck earning a pittance on low-risk bonds bought in low-rate times.
Advertisement - Scroll to Continue
Selling a slug of those bonds would ease the pressure: SVB would have extra cash on hand, and it could use at least some of that cash to buy new bonds that paid more. Yet the transaction came with a big asterisk: SVB would have to realize a big loss.
SVB executives came to Goldman with the rough outlines of a plan to raise capital. Two private-equity firms, General Atlantic and Warburg Pincus LLC, were on the bank’s list of possible investors.
The executives wanted to do a private stock placement—a deal in which they would quietly line up investors to buy a set number of shares at a set price—and they wanted to do it fast. Moody’s was preparing to downgrade the bank, a move the executives feared would alarm investors.
Bankers in Goldman’s equity-capital markets business, led by David Ludwig, and its financial-institutions group, run by Pete Lyon, began piecing together a share sale during the first week of March and approached the two private-equity firms.
Goldman pitched a hybrid public-private share sale: The firm would find enough investors to fully fund a $2.25 billion deal but would also offer the public an opportunity to buy shares at the same price.
Advertisement - Scroll to Continue
By March 5, Warburg had dropped out. It needed more time to evaluate the deal than SVB was willing to give, and it didn’t want to participate in an offering with a public component.
On Goldman’s trading desk, another deal was coming together. SVB was seeking a buyer for its $21 billion portfolio of available-for-sale debt securities. The buyer would be Goldman.
Advertisement - Scroll to Continue
General Atlantic, meanwhile, agreed to pony up $500 million in the stock sale. But time was running out to line up more investors to supply the remaining $1.75 billion that SVB was looking to raise. SVB executives weren’t ready to give investors the information they needed to get everyone on board.
Goldman decided the only option was a public share offering anchored by General Atlantic. SVB executives signed off on the plan.
Mr. Ludwig and others at Goldman thought SVB had to move quickly. The Moody’s downgrade was coming, and then the bank would close for the weekend. Better to get all the bad news out of the way to avoid a Monday meltdown.
On March 8, Goldman completed the purchase of the SVB securities portfolio at a discount to its market value. After the market closed, SVB announced that it had realized a $1.8 billion loss on the sale, without disclosing the buyer, and said it would sell shares to raise capital.
By that point, SVB’s management team was already bracing for the bad news. Just before the bank launched its doomed share sale, it hired deal-advisory firm Centerview Partners to explore a plan B.
Goldman bankers were still confident that the share sale would come together. SVB’s stock at first fell around 8% in aftermarket hours, not as steep a drop as feared, and Goldman’s bankers received many orders to buy shares.
The mood shifted less than an hour later when another bank, Silvergate Capital Corp. , announced it was shutting down following a run that drained its deposits. A one-notch Moody’s downgrade, less severe than SVB executives feared, landed at around 8 p.m.
SVB shares tanked when the market opened on March 9, prompting customers to pull their deposits. It was the beginning of a downward spiral: As news of the deposit run spread, the shares fell further, prompting more customers to yank their money. The stock closed down more than 60%.
Still, the deal wasn’t dead yet. Goldman had lined up a slate of investors at $95 a share, about $11 less than the day’s closing price.
At around 5 p.m., Goldman bankers got a report on SVB’s deposit outflows.
SVB’s lawyers at Sullivan & Cromwell LLP said the deal couldn’t go forward without a disclosure about the deposit losses. Goldman abandoned the deal. The Federal Deposit Insurance Corp. seized SVB before it could open the next morning.
Write to AnnaMaria Andriotis at annamaria.andriotis@wsj.com, Corrie Driebusch at corrie.driebusch@dowjones.com and Miriam Gottfried at Miriam.Gottfried@wsj.com