Washington Mutual, Inc., abbreviated to WaMu, was a savings bank holding company and the former owner of Washington Mutual Bank, which was the United States' largest savings and loan association until its collapse in 2008.
On Thursday, September 25, 2008, the United States Office of Thrift Supervision (OTS) seized Washington Mutual Bank from Washington Mutual, Inc. and placed it into receivership with the Federal Deposit Insurance Corporation (FDIC). The OTS took the action due to the withdrawal of $16.7 billion in deposits during a 9-day bank run (amounting to 9% of the deposits it had held on June 30, 2008). The FDIC sold the banking subsidiaries (minus unsecured debt and equity claims) to JPMorgan Chase for $1.9 billion, which JPMorgan Chase had been planning to acquire as part of a confidential plan internally nicknamed Project West. All WaMu branches were rebranded as Chase branches by the end of 2009. The holding company, Washington Mutual, Inc., was left with $33 billion in assets, and $8 billion debt, after being stripped of its banking subsidiary by the FDIC. The next day, September 26, Washington Mutual, Inc. filed for Chapter 11 voluntary bankruptcy in Delaware, where it was incorporated.
With respect to total assets under management, Washington Mutual Bank's closure and receivership is the largest bank failure in American financial history. Before the receivership action, it was the sixth-largest bank in the United States. According to Washington Mutual Inc.'s 2007 SEC filing, the holding company held assets valued at $327.9 billion.
On March 20, 2009, Washington Mutual Inc. filed suit against the FDIC in the United States District Court for the District of Columbia, seeking damages of approximately $13 billion for what it claims was an unjustified seizure and an extremely low sale price to JPMorgan Chase. JPMorgan Chase promptly filed a counterclaim in the Federal Bankruptcy Court in Delaware, where the Washington Mutual bankruptcy proceedings had been continuing since the Office of Thrift Supervision's seizure of the holding company's bank subsidiaries.
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Business operations prior to bank receivership
Despite its name, Washington Mutual ceased being a mutual company in 1983 when it demutualized and became a public company on March 11.
On June 30, 2008, Washington Mutual Bank had total assets of US$307 billion, with 2,239 retail branch offices operating in 15 states, with 4,932 ATMs, and 43,198 employees. It held liabilities in the form of deposits of $188.3 billion, and owed $82.9 billion to the Federal Home Loan Bank, and had subordinated debt of $7.8 billion. It held as assets of $118.9 billion in single-family loans, of which $52.9 billion were "option adjustable rate mortgages" (Option ARMs), with $16 billion in subprime mortgage loans, and $53.4 billion of Home Equity lines of Credit (HELOCs) and credit cards receivables of $10.6 billion. It was servicing for itself and other banks loans totaling $689.7 billion, of which $442.7 were for other banks. It had non-performing assets of $11.6 billion, including $3.23 billion in payment option ARMs and $3.0 billion in subprime mortgage loans.
On September 15, 2008, the holding company received a credit rating agency downgrade. From that date through September 24, 2008, WaMu experienced a bank run whereby customers withdrew $16.7 billion in deposits over those 9 days, and in excess of $22 billion in cash outflow since July 2008, both conditions which ultimately led the Office of Thrift Supervision to close the bank.
The FDIC then sold most of the bank's assets to JPMorgan Chase for $1.9 billion in cash plus assumption of all secured debt and some unsecured debt. Claims of the subsidiary bank's equity holders, senior and subordinated debt (all primarily owned by the holding company) were not assumed by JPMorgan Chase.
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History
Mutual savings bank
Washington Mutual was incorporated as the Washington National Building Loan and Investment Association on September 25, 1889, after the Great Seattle Fire destroyed 120 acres (49 ha) of the central business district of Seattle. The newly formed company made its first home mortgage loan on the West Coast on February 10, 1890. It changed its name to Washington Savings and Loan Association on June 25, 1908. By September 12, 1917 it was operating under the name Washington Mutual Savings Bank. The company purchased its first company, the financially distressed Continental Mutual Savings Bank, on July 25, 1930. Its marketing slogan for much of its history was "The Friend of the Family".
Post demutualization growth
In 1983, Washington Mutual bought the brokerage firm Murphey Favre and demutualized, converting into a capital stock savings bank. By 1989, its assets had doubled. In October 2005, Washington Mutual purchased the formerly "subprime" credit card issuer Providian for approximately $6.5 billion, although Providian's new management team's strategy of targeting Prime credit card consumers had been underway since 2001, therefore the credit card unit's nonperforming loan portfolio had improved significantly prior to the company's sale to WaMu. In March 2006, Washington Mutual began the move into its new headquarters, WaMu Center, located in downtown Seattle. The company's previous headquarters, Washington Mutual Tower, stands about a block away from the new building on Second Avenue. In August 2006, Washington Mutual began using the official abbreviation of WaMu in all but legal situations.
Acquisitions
After the acquisition of Murphey Favre, WaMu made numerous acquisitions with the aim of expanding the corporation. By acquiring companies including PNC Mortgage, Fleet Mortgage and Homeside Lending, WaMu became the third-largest mortgage lender in the U.S. With the acquisition of Providian Financial Corporation in October 2005, WaMu became the nation's 9th-largest credit-card company.
A list of Washington Mutual acquisitions since demutualization:
- Commercial Capital Bancorp, California, 2006
- Providian Financial Corporation, California, 2005
- HomeSide Lending, Inc., Florida, a unit of National Australia Bank, 2002
- Dime Bancorp, Inc., New York, 2002
- Fleet Mortgage Corp., South Carolina, 2001
- Bank United Corp., Texas, 2001
- PNC Mortgage, Illinois, 2001
- Alta Residential Mortgage Trust, California, 2000
- Long Beach Financial Corp., California, 1999
- Industrial Bank, California, 1998
- H. F. Ahmanson & Co. (Home Savings of America), California, 1998
- Great Western Bank, 1997
- United Western Financial Group, Inc., Utah, 1997
- Keystone Holdings, Inc. (American Savings Bank), California, 1996
- Utah Federal Savings Bank, 1996
- Western Bank, Oregon, 1996
- Enterprise Bank, Washington, 1995
- Olympus Bank FSB, Utah, 1995
- Summit Savings Bank, Washington, 1994
- Far West Federal Savings Bank, Oregon, 1994
- Pacific First Bank, Ontario, 1993
- Pioneer Savings Bank, Washington, 1993
- Great Northwest Bank, Washington, 1992
- Sound Savings & Loan Association, Washington, 1991
- CrossLand Savings FSB, Utah, 1991
- Vancouver Federal Savings Bank, Washington, 1991
- Williamsburg Federal Savings Association, Utah, 1990
- Frontier Federal Savings Association, Washington, 1990
- Old Stone Bank of Washington, FSB, Rhode Island, 1990
Many of Washington Mutual's acquisitions became reviled as the rapid post-merger integrations resulted in numerous errors. The purchase of the original PNC Mortgage came at a time when subprime lending was in a "boom" period, with PNC Financial Services believing that the market was too volatile. (PNC later re-entered the mortgage market in 2009 through its acquisition of National City Corp., with no plans to re-enter subprime lending.) The Dime merger resulted in account ownership to be split with account beneficiaries. The Fleet Mortgage merger resulted in entire loans simply disappearing -- being serviced, but unable to be found by customer service representatives.
Rise and fall
"Wal-Mart of Banking"
Chairman and CEO Kerry Killinger had pledged in 2003: "We hope to do to this industry what Wal-Mart did to theirs, Starbucks did to theirs, Costco did to theirs and Lowe's, Home Depot did to their industry. And I think if we've done our job, five years from now you're not going to call us a bank."
Killinger's goal was to build WaMu into the "Wal-Mart of Banking", which would cater to lower- and middle-class consumers that other banks deemed too risky. Complex mortgages and credit cards had terms that made it easy for the least creditworthy borrowers to get financing, a strategy the bank extended in big cities, including Chicago, New York and Los Angeles. WaMu pressed sales agents to approve loans while placing less emphasis on borrowers' incomes and assets. WaMu set up a system that enabled real estate agents to collect fees of more than $10,000 for bringing in borrowers. Variable-rate loans -- Option Adjustable Rate Mortgages (Option ARMs) in particular -- were especially attractive, because they carried higher fees than other loans and allowed WaMu to book profits on interest payments that borrowers deferred. As WaMu was selling many of its loans to investors, it worried less about defaults.
Subprime losses
In December 2007, the subsidiary Washington Mutual Bank reorganized its home-loan division, closing 160 of its 336 home-loan offices and removing 2,600 positions in its home-loan staff (a 22% reduction).
In March 2008, on the same weekend that JPMorgan Chase Chairman and CEO Jamie Dimon negotiated the takeover of Bear Stearns, he secretly dispatched members of his team to Seattle to meet with WaMu executives, urging them to consider a quick deal. However, WaMu Chairman and CEO Kerry Killinger rejected JPMorgan Chase's offer that valued WaMu at $8 a share, mostly in stock.
In April 2008, the holding company, responding to losses and difficulties sustained as a result of the 2007-2008 subprime mortgage crisis, announced that 3,000 people companywide would lose their jobs, and the company stated its intent to close its approximately 176 remaining stand-alone, home-loan offices, including 23 in Washington and a loan-processing center in Bellevue, Washington. It stopped buying loans from outside mortgage brokers -- known in the trade as "wholesale lending." WaMu also announced a $7 billion infusion of new capital by new outside investors led by TPG Capital. TPG agreed to pump $2 billion into the Washington Mutual holding company; other investors, including some of WaMu's current institutional holders, agreed to buy an additional $5 billion in newly issued stock. This angered many investors, as TPG's investment would dilute the holdings of existing shareholders, and as WaMu executives excluded mortgage losses from computing bonuses.
In June 2008, Kerry Killinger stepped down as the Chairman, though remaining the Chief Executive Officer. On September 8, 2008, under pressure from investors, the Washington Mutual holding company's board of directors dismissed Killinger as the CEO. Alan H. Fishman, chairman of mortgage broker Meridian Capital Group, and a former chief operating officer of Sovereign Bank, was named the new CEO for 17 days.
Seizure by OTS and FDIC
By mid-September 2008, WaMu's share price had closed as low as $2.00. It had been worth over $30.00 in September 2007, and had briefly traded as high as $45 in the previous year. While WaMu publicly insisted it could stay independent, earlier in the month it had quietly hired Goldman Sachs to identify potential bidders. However, several deadlines passed without anyone submitting a bid. At the same time, WaMu suffered a massive run (mostly via electronic banking over the internet and wire transfer); customers pulled out $16.7 billion in deposits in a ten-day span.
This led the Federal Reserve and the Treasury Department to step up pressure for WaMu to find a buyer, as a takeover by the Federal Deposit Insurance Corporation (FDIC) could have been a severe drain on the FDIC insurance fund, which had already been hard hit by the failure of IndyMac that year. The FDIC ultimately held a secret auction of Washington Mutual Bank. Finally, on the morning of Thursday, September 25 (which happened to be the 119th anniversary of WaMu's establishment), regulators informed JPMorgan Chase that they were the winners.
On Thursday night (shortly after the close of business on the West Coast), the Office of Thrift Supervision seized Washington Mutual Bank and placed it into the receivership of the FDIC. In a statement, the OTS said that the massive run meant that WaMu was no longer sound. The FDIC, as receiver, sold most of Washington Mutual Bank's assets, including the branch network, to JPMorgan Chase for $1.9 billion. JPMorgan agreed to assume the bank's secured debts and liabilities to depositors. The transaction did not require any FDIC insurance funds. Normally, bank seizures take place after the close of business on Fridays. However, due to the bank's deteriorating condition and leaks that a seizure was imminent, regulators felt compelled to act a day early.
Because JPMorgan Chase bought Washington Mutual's assets for a low price, WaMu's stockholders were nearly wiped out. Its stock price dropped to $0.16 a share, far from $45 a share in 2007. In its Chapter 11 filing, WaMu listed assets of $33 billion and debt of $8 billion. (ref. Appendix A). The filing also indicates that enough funds are available for distribution to unsecured creditors.
Within days of the seizure, a hedge fund adviser and investment strategist, Mike Stathis of AVA Investment Analytics, issued a formal complaint to the Securities and Exchange Commission, demonstrating evidence of insider trading. The complaint also alleged that Washington Mutual was not insolvent, and several Wall Street firms and hedge funds had conspired to short the stock. He also stated that he spoke with a reporter from the Associated Press who told him that he was contacted by a Washington Mutual executive hours before the seizure, telling the reporter that it would happen for "political reasons." In later criticisms, Stathis discussed that neither the FDIC nor OTS ever disclosed any evidence of Washington Mutual's insolvency. Stathis stated that within a few weeks of submitting his complaint, he was visited by federal agents who held him in an interrogation room for questioning. As a result of this, Stathis stated that he felt bullied and did not release the SEC complaint into the public domain until a year later.
Shareholders fought what they considered the illegal seizure of Washington Mutual through such websites as WaMuCoup.com (dead link) and others, claiming that the OTS acted in an arbitrary and capricious manner and seized the bank for political reasons or for the benefit of JPMorgan Chase, which acquired a large network of branches at what they claim to be an unfairly low price. Shareholders claimed that as of the date of the takeover, the bank had enough liquidity to meet all its obligations and was in compliance with the business plan negotiated with the OTS 2 weeks earlier and that the holding company's board and management was kept completely in the dark about the government's negotiations with Chase, hampering the bank's ability to sell itself on its own. Chief executive Alan H. Fishman was flying from New York to Seattle on the day the bank was closed, and eventually received a $7.5 million sign-on bonus and cash severance of $11.6 million (which he declined) after being CEO for 17 days. Senator Maria Cantwell demanded an explanation from the government and threatened to open an investigation and Washington Mutual's former shareholders have threatened a lawsuit demanding compensation for the lost value of their shares.
The seizure of WaMu Bank resulted in the largest bank failure in American financial history, far exceeding the failure of Continental Illinois in 1984.
Bankruptcy
On September 26, 2008, Washington Mutual, Inc., and its remaining subsidiary, WMI Investment Corp., filed for Chapter 11 bankruptcy. Washington Mutual, Inc., was promptly delisted from trading on the New York Stock Exchange, and commenced trading via Pink Sheets. The bankruptcy was the second major filing in as many weeks, after the Lehman Brothers filing eleven days earlier; both bankruptcies far outpaced WorldCom's 2002 filing, which had held the record with just under $104 billion in assets (Washington Mutual's alone, which was approximately half that of Lehman Brothers, was three times as much as WorldCom's).
All assets but only some liabilities (including deposits, covered bonds, and other secured debt) of Washington Mutual Bank were assumed by JPMorgan Chase. Under the deal, JPMorgan Chase acquired all the banking operations of WaMu, including $307 billion in assets and $188 billion in deposits, for a price of $1.9 billion plus debt assumptions. Unsecured senior debt obligations of the bank were not assumed by the FDIC, leaving holders of those obligations with little meaningful source of recovery. On Friday, Sep. 26, 2008, Washington Mutual Bank customers were informed that Deposits held by Washington Mutual became now liabilities of JPMorgan Chase.
The IRS claimed $12.5 billion in back taxes from Washington Mutual, Inc.. The company filed court papers on January 22, 2009 alleging losses were $20 billion, and the company requested that it pay nothing of the tax debt, stating that the IRS could owe Washington Mutual Inc. a tax refund. In a settlement between Wash. Mutual Inc. (in receivership), the FDIC, and JPMorgan Chase that Wash. Mutual Inc. recently made public, a tax refund of about US$5.7 billion will be shared between Wash. Mutual Inc., JPMorgan Chase and FDIC.
Washington Mutual, Inc., sued the Federal Deposit Insurance Corporation (FDIC) for US$13 billion after the sale of its banking operations to JPMorgan Chase. WMI attorneys claim the bank did not get fair value for the bank, and multiple subsidiaries belonging to the parent company were taken.
On January 11, 2010, the United States Department of Justice, Office of the United States Trustee, District of Delaware, pursuant to Section 1102(a)(1) of the Bankruptcy Code, appointed a Committee of Equity Security Holders to represent all shareholders of both preferred (Grey Market: WAMPQ, OTC Pink: WAMKQ) and common stock. All of the Motions to Disband the Committee of Equity Security Holders were denied on January 28, 2010 by U.S. Bankruptcy Judge Mary F. Walrath, District of Delaware.
On July 20, 2010, bankruptcy judge Mary Walrath approved a motion of the EC for an examiner to investigate potential legal claims and assets of WMI, handing a victory to shareholders. The Judge directed the examiner to investigate not just the legal settlement with the FDIC and JPMorgan Chase at the heart of WaMu's reorganization, but also all potential claims and assets that are part of the settlement or that will be retained by the company.
On July 26, 2010, U.S. Trustee Roberta A. DeAngelis appointed veteran bankruptcy examiner and McKenna Long & Aldridge LLP partner Joshua R. Hochberg to conduct a probe into the proposed settlement between WMI, JPMorgan Chase and the FDIC. Hochberg is a partner in McKenna Long & Aldridge's Washington office whose practice focuses on individual and corporate white collar defense, internal investigations and compliance.
On August 10, 2010, the bankruptcy judge rejected Washington Mutual Inc.'s effort to obtain personal financial information from shareholders demanding that the company schedule an annual meeting. Attorneys for the EC said that WMI was simply trying to delay scheduling a shareholder meeting by seeking personal information. The judge agreed that WMI was not entitled to the information.
On November 1, 2010, examiner Joshua R. Hochberg from McKenna Long & Aldridge LLP presented his long-awaited report, but it did not meet the expectations of the court, since the report was based on unsworn interviews and confidential attorney-client work. On December 12, the court decided to exclude the examiner's report during the plan confirmation hearings, saying it can't be considered expert testimony or submitted as evidence unless it is subject to questioning to determine the basis of its conclusions.
On January 7, 2011, the bankruptcy court rejected the 6th proposed plan of reorganization, which was proposed by the debtors and their lawyers from Weil, Gotshal & Manges LLP. Judge Mary Walrath focused many of her criticisms on the company's releases of liability granted to directors, officers and others including some hedge funds, who she said did not contribute anything to the settlement. She noted for example that shareholders, who will likely get nothing, should not have to release the company's board from the threat of being sued by them. However, many Wamu shareholders believe there will be a significant recovery when Washington Mutual emerges from bankruptcy.
On September 14, 2011, the court also rejected the modified 6th proposed plan of reorganization. Judge Mary F. Walrath wrote that four hedge funds that had played a role in Washington Mutual's restructuring might have received confidential information that could have been used to trade improperly in the bank's debt. The four hedge funds are Appaloosa Management, Aurelius Capital Management, Centerbridge Partners and Owl Creek Asset Management.
Post receivership bank operations
During 2009, all of the Washington Mutual Bank branches that had been purchased from the FDIC after the bank had been placed into receivership, were rebranded to Chase or shuttered. All financial documents issued by WaMu were changed to carry the JPMorgan Chase logo. Credit and debit cards issued by WaMu or Providian were changed to carry the Chase logo.
Since 2009, Chase ATMs have been accessible for WaMu customers at no extra charge, and the branches and accounts were formally merged in 2009 as the WaMu brand was retired. Branches in the Pacific Northwest, Idaho, and Utah were rebranded in May 2009; branches in Florida, Georgia, Texas, Illinois, and Greater New York were rebranded in July 2009, and the remaining branches in Nevada, California, Arizona, and Colorado were rebranded in October 2009. The last rebrandings formally retired the WaMu name.
In markets where Chase already had a dominant presence, such as Greater New York and Chicago owing to the presence of Chase and predecessor Bank One (in New York, the merger resulted in different branches on the same block), Chase further disposed of such branches to other banks.
Advertising campaigns
"Free Checking Account"
This advertising campaign was introduced between 2005 and 2007. Numerous WaMu commercials showed traditionally-dressed 60-70-year-old overweight bankers laughing out loud at a WaMu representative (who is much younger and fitter), who says the words "Free Checking Account".
"The Power of Yes"
WaMu introduced an advertising campaign during the 2003 Academy Awards known as "The Power of Yes". This was to promote the offering of loans to all consumers, particularly borrowers that the banks deemed too risky. Another commercial in the ad series showed WaMu representatives in casual clothes, contrasting with traditionally-dressed bankers in suits.
"Whoo hoo"
"Whoo hoo!" was an advertising campaign introduced by Washington Mutual in February 2008. As fears of an economic crisis were rising, and WaMu was looking to become an "iconic brand that people love", they began courting consumers with a new slogan, designed to position WaMu as a consumer-friendly institution.
During its run, the Whoo hoo! ads, created by TBWA\Chiat\Day of Playa del Rey, California, become widespread in web navigation. After WaMu launched the new advertisement, there was double digit growth at its website and the term "wamu" appeared in searches over 1,000% more between January and March than in all of 2007.
Washington Mutual (before the bank's September 2008 conservatorship and sale to JPMorgan Chase) applied to register a trademark in the phrase. Initially, the bank wanted to use "woo hoo" (without the "h" in the first word) as the slogan, but they were concerned because of the existing use of the phrase by Homer Simpson, a character in The Simpsons.
Occasio branch design
Washington Mutual introduced a unique branch design known as Occasio which eliminated traditional teller windows and queuing stanchions in favor of an open, circular floor plan with a greeter or "concierge" position and tellers working from behind podiums. The Occasio design was introduced in 2000 and patented in 2004, but was phased out following the JPMorgan Chase acquisition of Washington Mutual's retail banking operations.
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