This weekend, millions of Brazilians took to major city streets (again) to protest the hydra of corruption gushing from Petrobras, Brazil’s largest oil company and the government amidst deepening economic recession. Calls for the impeachment of sitting Workers’ Party (PT) president (and former Chair of Petrobras), Dilma Rousseff filled the air. (I can’t wait to see the frenetic state of things when I swing by there in two weeks for talks and book research.)
It’s tempting to consider the spectacle as isolated to Brazil’s unique brand of political-corporate collusion, where pillaging state-run companies to line pockets of power players is standard practice. But that doesn't do the whole story justice.
In the US, bartering government contracts or certain legislation for billions of dollars of political donations falls under the umbrella of legalized bribery, better known as campaign contributions, including via SuperPacs, the elite’s favorite political currency thanks to Citizens United. Political stars leave Washington for cushy corporate board posts or lucrative speaking engagements, sometimes en route back to DC.
It’s similar in Brazil, where former President “Lula” allegedly bagged $8 million in post-presidential speaking gigs from six companies. Bill Clinton nabbed about $105 million since he left the White House. Exact comparisons of how much of either of those sets of fees were connected to companies practicing corporate corruption will be a topic for my book, or another time. One country’s public sector scandal is another country’s private sector cost of doing business. Let’s not pretend otherwise.
Details aside, establishment corruption is a global virus. It may fester in a certain spot for longer periods or in greater concentration for awhile, but it’s omnipresent. It morphs to adapt to its environment and leaders. It moves like liquid. Because it links money and power, its also snakes through banks and political parties of all persuasions all over. For now, the scene is Brazil, but the corruption under scrutiny is bigger than Brazil.
(A version of the next section appeared in the February Issue of Strategic Intelligence where you can see sneak peaks of Artisans of Money and follow my colleagues, Jim Rickards and Tres Knippa.)
Things once looked so promising for Petrobras, Brazil’s state-run mega-oil company. In July 2006, the discovery of a massive pre-salt layer, 300 kilometers off the coast had the potential to transform Brazil into a leading oil producer.
The notion of “oil autonomy” even played a prominent role in Brazil’s 2010 presidential campaign. That platform helped secure the presidency for Lula’s protégé, Dilma Rousseff, who also happened to chair Petrobras’ board of directors from 2003 to 2010. Petrobras was destined to become the biggest oil company in the world.
Naturally, everyone wanted a piece of it. Multinational banks wanted to finance it. Speculators and pension fund managers bet on its success. Two years after the US financial crisis cratered the global banking system, the energy sector provided mega banks fresh opportunity to manufactured and leverage debt. Subprime mortgages had gone cold. Oil was hot. Petrobras was really hot.
On September 24, 2010, Petrobras raised $70 billion in the largest share issue ever. Three of the Big Six US banks, Bank of America/Merrill Lynch, Citigroup, and Morgan Stanley, while simultaneously facing multi-billion dollar fraud suits in the US were global book runners. Brazilian bank, Banco Bradesco lead the offering. Banco Itau was another global book runner.
Brazil’s Enron: The Unraveling of Petrobras: 2014
In the energy and finance sectors, the bigger they are, the more crimes they’ve committed. Just as US energy company Enron imploded in a haze of fraud in 2001, Petrobras followed suit. In March 2014, Brazilian investigators discovered certain Petrobras employees had taken kickbacks for awarding lucrative contracts. Petrobras sourced the bribe money the old–fashioned way - cooking its books; inflating contract payments and artificially inflating asset levels. Potential fraud totaled $30 billion over a 15-year period and became the focus of national probes and international lawsuits.
On March 17, 2014, Brazilian Federal Police arrested two men as part of "Operation Carwash," a federal investigation into associated money laundering activities. Paulo Roberto Costa, former head of Petrobras’ refining and supply department, and Alberto Youssef, infamous Brazilian money launderer, were convicted and later sentenced to 12 and 8 years in prison respectively for having masterminded the web of corruption. They were also allegedly involved in money laundering operations for the PMDB (Brazilian Democratic Movement Party) and right wing PP (Progressive Party).
Costa’s role in the corruption was international. In 2006, under his direction, a sketchy US acquisition took place. Petrobras purchased Houston-based refinery company, Pasadena, for $1.2 billion, about 30 times its worth. The purchase began at ten times its prior value, or $360 million for 50% of Pasadena, to be shared with Belgium energy firm, Astra. By July 2012, Petrobras paid an extra $820.5 million for its stake.
On July 23 2014, Brazil’s public-spending watchdog organization, Union Accounting Tribunal (TCU) determined that Petrobras had overpaid for Pasadena. The kicker? Dilma had approved the purchase while Minister of Energy and president of Petrobras’ board of directors. It was a decision that was either crooked or dumb, or both.
Three months later, on October 29, 2014, Veja Magazine published illegally leaked testimony from Youssef accusing Rousseff and Lula of knowing details about Petrobras’ corruption 48 hours before the Presidential election. She won again anyway, but by a much slimmer margin. Petrobras didn’t do so well. During 2014, Petrobras stock dropped by 37.9%. The decline continued.
More Unraveling and International Ire: 2015
By early 2015, not only was Petrobras mired in scandal, but also its foreign investors were livid. Lawsuits for billions of dollars of losses due to investors having been “misinformed” about Petrobras' true condition were stacking up.
Certain American banks were not blameless. Though they will argue it in the courts, they helped inflate Petrobras' debt burden without appropriate due-diligence, and advised clients to invest in Petrobras. Just like with Enron: big banks helped the firm become the sham it was and shareholders paid the price. That government corruption was also involved was either the cake or the icing depending on your point of view.
In New York, US Judge Jed Rakoff consolidated all the lawsuits against Petrobras and its bankers – Citigroup Global Markets, JP Morgan Securities and Morgan Stanley - into one large class action.
The nine largest Petrobras’ American Depository Shares (ADS) holders claimed losses of more than $50 million each. Amongst claimants were US pensions funds already engaged in suits against US banks for subprime related fraud, such as the Ohio Public Employees Retirement fund. The Bill and Melinda Gates Foundation sued Petrobras. So did Pimco. The list is pretty long. Your pension fund may very well be on it.
With oil prices diving and scandal escalating, Petrobras needed money to make interest payments. Petrobras owes about $135 billion in loans and bonds (some estimates are lower) to banks and investors. China, Brazil’s largest trade partner came to its rescue last spring. On April 1, 2015, Petrobras signed a $3.5 billion financing agreement with the China Development Bank as part of a broader oil cooperation agreement with China. (On February 26, 2016, China Development Bank produced another lifeline –a $10 billion loan in return for oil supply that covers all Petrobras’ debt needs this year.)
China’s generosity stoked a competitive urge amongst US-Euro banks. There’s a reason for the phrase “throwing good money after bad” especially when it’s other people’s good money. On June 1, 2015, Petrobras issued $2.5 billion worth of a 100-year “century” bond with an annual yield of 8.45%. Deutsche Bank and J.P. Morgan coordinated operations for the first century bond issued by a Latin American company since 1997.
Foreign investor demand rendered the issue 5 times over-subscribed. Yet, mid-scandal Petrobras projections were based on crude oil prices of $60 and $70 per barrel for 2015 and 2016 when in fact oil prices closed 2015 nearer to $35 per barrel.
Big Banks were there to collect when the music stopped, too. On June 3, 2015, two years after Bank of America called Petrobras the “most indebted company in the world,” Petrobras invited it to run a $5 billion asset sale.
On July 17, 2015, Petrobras selected five banks to lead the IPO of BR Distribuidora, Petrobras’ fuel distribution unit that controls Brazil's largest gasoline network. They were Citigroup, Banco Bradesco, ItaúUnibanco, Banco do Brasil and BTG Pactual.
You’ll notice that all three major US bank participants in the 2010 share issue bagged lucrative roles in Petrobras’ demise; Citigroup in the IPO spin-off, JPM Chase in the century bond issue, and Bank of America in the assets sales.
The US-lead suit against Petrobras and its bankers will get increasingly hostile. On October 6, 2015, banks challenged the plaintiffs’ claims and tried to get the case dismissed. Rakoff said “No.” The suit is awaiting a trial date. (Petrobras Securities Litigation, U.S. District Court, Southern District of New York, No. 14-09662.)
Petrobras has denied all allegations and claims to be the victim of a plot against it by contractors and corrupt politicians. On October 20, 2015, a pro-government commission cleared Dilma of wrongdoings, but that ship remains in the harbor. Both Dilma and Lula could be called for testimony as the US case unfolds.
On December 22, 2015, newly appointed Minister of Finance, N. Barbosa, announced Petrobras didn’t need a government injection – just higher oil prices. The next day, Brazil's antitrust authority, CADE, opened its own investigations into contract rigging associated with the 21 companies and 59 execs already under criminal probe.
Petrobras’ problems have hampered Brazil on multiple levels beyond scandal and an estimated $30 billion in GDP losses. Due to ongoing investigations, Petrobras stopped payments to other firms, including rigging companies. That sent some into bankruptcy and others to the brink, a factor that will depress their share prices and cause more defaults in 2016. Related sectors remain imperiled, including the steel, construction and banking sectors.
In addition, Brazil’s pension funds are in crisis. Unemployment and inflation, over 10 percent for the first time in 12 years, are rising sharply, despite high interest rates fashioned to contain inflation. Debt, defaults, jobs losses, lawsuits and currency devaluation don’t paint a rosy picture.
Three investigations about Lula’s connections with two companies prosecuted in Carwash Operation (OAS and Odebrecht) were opened on February 11, 2016, involving his country estate and beachfront apartment as well as other family holdings. On March 4, 2016, police stormed Lula’s home to take him in for questioning. Because it’s Brazil, the drama drove the Real and local markets higher; the idea of an imminent end to Dilma seen (by markets and many Brazilians, including her former supporters) as a preferred alternative to the opposition party’s own equally corrupt leader.
Dilma has proven resilient so far, but political instability over her Petrobras relationship and alleged “dipping” into state bank funds to pay other expenses, will continue to darken the doorstep of Brazil’s political system. We have 30 days to see whether her other coalition partner, the more centrist PMDB party, backs away from her, signaling a major reshuffling in Brasilia. Yet it’s not like members of the opposition party are scandal-free. Which brings us back to the trio of money, power and corruption, it may have geographical or cultural nuances, but its stench is universal.