Washington Mutual



Washington Mutual, Inc.

Founded: September 25, 1889; 134 years ago
Defunct: September 25, 2008; 15 years ago
Fate: Chapter 11 bankruptcy
Successors: JPMorgan Chase, WMI Holdings Corp., Mr. Cooper
Headquarters: Seattle, Washington, United States
Key people: Kerry Killinger (CEO)
Products: Consumer banking, Financial services
Website: https://web.archive.org/*/http://www.wamu.com/
Archived official website at the Wayback Machine (archive index)

Washington Mutual, Inc. (often abbreviated to WaMu) was an American savings bank holding company based in Seattle. It was the parent company of WaMu Bank, which was the largest savings and loan association in the United States until its collapse in 2008.

On September 25, 2008, the United States Office of Thrift Supervision (OTS) seized WaMu's banking operations and placed it into receivership with the Federal Deposit Insurance Corporation (FDIC). The OTS took the action due to the withdrawal of US$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 had been considering acquiring WaMu as part of a plan internally nicknamed "Project West". All WaMu branches were rebranded as Chase branches by the end of 2009. The holding company was left with $33 billion in assets, and $8 billion in debt, after being stripped of its banking subsidiary by the FDIC. The next day, it filed for Chapter 11 voluntary bankruptcy in Delaware, where it was incorporated.

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Rise and fall

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Seizure by OTS and FDIC

By mid-September 2008, WaMu's share price had closed as low as $2.00 (~$3.00 in 2022). 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 WaMu Bank, which was won by JPMorgan Chase. On the morning of Thursday, September 25 (which happened to be the 119th anniversary of WaMu's establishment), regulators informed officials at 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 WaMu 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 then sold most of WaMu Bank's assets, including the branch network, to JPMorgan Chase for $1.9 billion. JPMorgan Chase 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 WaMu's assets for a low price, WaMu's stockholders were nearly wiped out. Its stock price dropped to $0.16 a share, well below its high of a year earlier. 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 WaMu 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 WaMu 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 WaMu'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 WaMu through such websites as WaMuCoup.com 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 WaMu'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, dwarfing the failure of Continental Illinois in 1984.

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