WEBVTT

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All right. Welcome back to the Deep Dive. So

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today, we're opening up a file that, honestly,

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I think a lot of us think we know the story of.

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Oh, it's so much deeper. I mean, this is really

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the definitive story of the American economy

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for, what, a 30 -year span? It really is. It

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has everything. You've got massive ambition.

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You've got this incredible growth story. But

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then systemic corruption and a collapse so huge,

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it... It almost took the entire world down with

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it. It's the whole package. We are, of course,

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talking about countrywide financial. And to kick

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things off, I want to just throw a number at

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you. I found this researching the episode and

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I had to like read it three times because I thought

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it was a typo. I think I know which one you're

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talking about. And it is it is staggering every

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single time. OK, so if you invested in countrywide

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stock in 1982 and you just held on to it until

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2003. What do you think that return was? It sounds

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like something from, you know, the dot -com bubble

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or the crypto craze. But this was a mortgage

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company, a boring mortgage company. 23 ,000%.

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There it is. 23 ,000%. I mean, that beat Walmart

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during its rocket ship growth phase. It beat

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Warren Buffett's Berkshire Hathaway. Fortune

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magazine literally called it the 23 ,000 % stock.

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It was an absolute machine for two decades. It

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wasn't just, you know, a successful company.

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It was a money printing operation. And you have

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to understand that context, that high point to

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really get how catastrophic the fall was. Right.

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Because by 2006, at their peak, Countrywide wasn't

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just a lender. They were the lender. They were

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financing one out of every five mortgages in

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the United States. Stop and think about that.

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One in five. You drive down any suburban street

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in America in, say, 2006 and every. The fifth

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house you pass was financed by these guys, by

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Angelo Mozilla. Exactly. The value of the loans

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on their books was something like three and a

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half percent of the entire U .S. GDP. That's

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insane. No single lender had ever, ever had that

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kind of power over the American housing market.

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And yet today, I mean, the name Countrywide,

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there's basically a swear word in finance. It's

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just synonymous with toxic, with fraud. It went

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from this Wall Street darling to, you know, facing

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bankruptcy rumors almost overnight. And then,

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of course, it was swallowed by Bank of America.

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But we're going to get to the deal, often called

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the single worst acquisition in banking history.

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It's definitely in the running. So that's our

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mission today. We want to bridge that gap. How

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does a company go from a 23 ,000 percent return

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to being the absolute face of the financial crisis?

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We're going to unpack the business model, which

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is way more complex than just lending money.

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Right. We're going to get into the scandals,

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the infamous friends of Angelo lists and the

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just. massive, massive financial hangover that

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Bank of America inherited. So let's rewind. Let's

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go back to the beginning. Where did this monster

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come from? It wasn't born a giant. Not at all.

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It started actually very humbly in 1969, founded

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by two guys, David Loeb and the man himself,

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Angelo Mozilo. Angelo Mozilo. He's the main character

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in this whole tragedy. Even his name sounds like

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he's out of Scorsese film. You see the pictures,

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the permattan, the flashy suits. He was a character,

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a larger than life, very aggressive, very, very

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ambitious guy. But in the beginning, Countrywide

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was, it was not a rocket ship. Their IPO, their

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initial public offering, was actually a flop.

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Really? Yeah. It was described as less than successful.

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The stock traded over the counter for pennies,

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you know, less than a dollar a share. It was

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a penny stock, basically. Essentially, yeah.

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It took them until the mid 80s to really get

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their footing and get listed on the New York

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Stock Exchange. But once they hit their stride,

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they just perfectly rode this huge wave of baby

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boomers buying houses and interest rates going

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down for 20 years. And just to set the stage

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for everyone listening, because corporate names

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change and brands are designed to make us forget.

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But when you see Bank of America home loans today,

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that is countrywide. That's the show. Bank of

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America bought the chassis, right? They painted

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it red, slapped their logo on it. But the engine,

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the infrastructure, the DNA of that operation,

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that was the machine that Angelo built. Precisely.

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And that machine was something special. I think,

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you know, a lot of people have this misconception

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that a mortgage lender is like the bank for Mary

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Poppins. Right. You put your tuppence in an account.

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Yeah. And they lend that tuppence to your neighbor

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to buy a house and they collect the interest.

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Simple. They hold the loan. That's portfolio

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lending. Right. They keep the loan on their own

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books. Exactly. But that is not what Countrywide

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was at all. They were built on a totally different

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model called originate to distribute. They were

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a factory. Their job was to originate the loan.

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get you to sign the papers, and then almost immediately

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sell that loan on what's called the secondary

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market. All right, secondary market. This is

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the key. This is the engine of the whole story,

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really. It sounds technical, but the concept

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is. It's actually pretty simple. Think of it

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like a conveyor belt. You, the home buyer, come

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to Countrywide. They give you the money. Now

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Countrywide is holding your IOU, your mortgage.

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They don't want to sit on that IOU for 30 years

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and collect your little payments. They want their

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cash back now. Right now. So they can go lend

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it to the next person in line. So what they do

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is they take your IOU, they bundle it with thousands

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of other IOUs. And they create something called

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a mortgage -backed security, an MBS. And then

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they sell that big bundle, that security, to

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big investors. We're talking pension funds, insurance

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companies, foreign governments. Anybody with

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a ton of cash looking for a return. So Countrywide

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is just the middleman. They're just connecting

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Wall Street money to Main Street homebuyers and

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taking a fee for doing it. That's the core of

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it. Yeah. Yeah. But Angelo Maslow was not content

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with just being a middleman. He wanted to capture

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every single dollar related to that transaction.

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And this brings us to their real genius and their

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real downfall. Vertical integration. Vertical

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integration. Okay, business school buzzword.

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Yeah. Usually means like Ford owning a rubber

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plantation for their tires. You own the whole

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supply chain. That's exactly what it was here.

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They wanted to own every single step of you buying

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a house. Let's just walk through a hypothetical.

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It's 2005. You go to Countrywide for a loan.

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They say, great, first thing we need is an appraisal

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on the house to make sure it's worth what you're

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paying. So who do you think they hire to do the

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appraisal? An independent appraiser, I would

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hope. You know, a neutral third party, to keep

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everyone honest. You would hope. But no. They

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hire a company called Landsafe. And Landsafe

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is? A wholly owned subsidiary of Countrywide

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Financial. Wait, wait, wait. So the lender owns

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the appraiser. Isn't that a massive, glaring

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conflict of interest? It's huge. If I'm the lender,

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my whole business depends on making loans. I

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want the appraisal to be high so the deal goes

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through if I control the appraiser. You see the

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problem immediately. The checks and balances

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are just gone. It's a closed loop. If a land

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safe appraiser starts coming in with low ball

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appraisals and killing deals, who do you think

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his boss at Countrywide is going to hear from?

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It's not going to go well for him. Not at all.

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And it didn't stop there. OK, we need a credit

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report. Land safe pulls the credit report. We

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need title insurance. Land safe provides the

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title services. So they're literally paying themselves

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to verify their own deals. It's like a student

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getting to grade their own exam. 100%. And then,

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once the loan is all signed, they say, great,

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now you need homeowners insurance. And guess

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who sells that? A company called Balboa Life

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and Casualty? Let me guess. Also owned by Countrywide.

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You got it. Another subsidiary. They'd sell you

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property insurance, casualty insurance. They'd

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even try to sell you life insurance. Every slice

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of the pie. If a dollar was changing hands related

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to that house, they wanted it to end up in a

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countrywide pocket. It's brilliant from a purely

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cynical business perspective. It's ruthlessly

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efficient. But it also means you are so, so exposed

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if the housing market ever turns. And we haven't

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even gotten to the top of the food chain. The

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final piece of this vertical machine was their

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own capital markets division. OK. Remember we

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said they sell those bundles of loans to Wall

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Street. Well, eventually they just became Wall

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Street. They set up their own broker dealer so

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they could underwrite and trade their own mortgage

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backed securities. Unbelievable. So let's recap

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the flow. They find the borrower. They originate

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the loan. Their own company appraises the house.

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Their other company insures the house. Then they

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bundle the loan into a security. And then their

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other company sells that security to investors.

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It's a completely self -contained, self -eating

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financial ecosystem. And this whole factory,

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this whole machine was incredibly, incredibly

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profitable as long as one simple condition was

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met. Volume. They needed a constant, never -ending

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river of new borrowers walking in the door to

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keep the fees flowing and the machine running.

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And this is where the story starts to get really

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dark. Because by, what, 2004, 2005, the pool

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of good borrowers was starting to dry up. It

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was tapped out. Everybody with a good credit

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score, a stable job, 20 % for a down payment.

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Yeah. They already had a house. They'd already

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refinanced. The low -hanging fruit was gone.

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So if you're Angelo Mozzillo. And your stock

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has delivered 23 ,000 percent. And Wall Street

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expects you to keep growing. But you've run out

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of prime customers. What do you do? You lower

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your standards. You widen the net. And this is

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where Countrywide's super aggressive multi -channel

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strategy came in. I saw this in the notes. They

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broke it down into four different divisions.

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And one of them was called full spectrum lending.

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Right. That name sounds so corporate and clean.

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We serve the full spectrum like a like a happy

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rainbow. It's one of the great corporate euphemisms

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of all time. Full spectrum was their internal

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code for subprime. The source material is very

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clear. This division focused on customers with

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less than prime quality credit. This is where

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they really started pushing the the exotic products.

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Explain what an exotic product is in the mortgage

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world. What made these loans so toxic? We're

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talking about things like option ARAMs, which

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are adjustable rate mortgages or interest -only

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loans. But the worst were the negative amortization

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loans. Negative amortization. Imagine taking

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out a loan where for the first two or three years,

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your monthly payment doesn't even cover the full

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interest that's due. The unpaid interest just

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gets tacked onto your loan balance. Exactly.

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You make your mortgage payment every month, and

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at the end of the year, you actually owe more

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money than when you started. Your debt is going

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up even though you're paying the bank. That seems

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fundamentally broken. It's a time bomb. And it's

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fine maybe if you're a sophisticated real estate

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flipper who's going to be out of the house in

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six months. But it is an absolute catastrophe

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if you're a regular working family who just told,

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don't worry about it. You can just refinance

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in two years when your house is worth more. And.

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Countrywide was pushing these hard. Extremely

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hard. I mean, look at this number. In 2006, 45

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% of all the loans they made were conventional

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non -conforming loans. Okay, non -conforming.

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Translate that for us. Conforming loans are the

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safe ones. They meet the strict standards set

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by the government -sponsored entities Fannie

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Mae and Freddie Mac. Non -conforming means they

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were too big or too risky. Basically, they were

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loans that were too toxic for even the government

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-backed giants to buy. So almost half their business

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in 2006 was stuff that Fannie and Freddie wouldn't

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touch with a 10 -foot pole? Exactly. And because

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Fannie and Freddie wouldn't buy them, Countrywide

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had to rely 100 % on private investors, Wall

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Street banks, hedge funds to buy this risky paper.

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And that's a key point. Because when those private

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investors got nervous and walked away, Countrywide

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had no safety net, no plan B. So we have the

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machine, we have the risky products. But how

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do they get so many people to sign on the dotted

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line for these terrible loans? The research talks

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about a practice called steering. This gets to

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the real ethical rot at the heart of the sales

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culture. Countrywide eventually had to settle

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a major lawsuit with the New York attorney general

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over this. That's the one. The investigation

00:12:05.220 --> 00:12:07.159
found evidence that countrywide's loan officers

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were systematically steering borrowers, specifically

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black and Hispanic borrowers, into these high

00:12:12.620 --> 00:12:15.940
cost subprime loans, even when those same borrowers

00:12:15.940 --> 00:12:19.139
actually qualified for cheaper, safer prime loans.

00:12:19.220 --> 00:12:21.980
So wait. I walk in the door. I've got a 750 credit

00:12:21.980 --> 00:12:24.039
score. I qualify for the nice, simple 30 -year

00:12:24.039 --> 00:12:27.159
fix at 5%. But the salesperson actively convinces

00:12:27.159 --> 00:12:29.759
me to take the exploding ARM at 8 % instead.

00:12:30.000 --> 00:12:31.919
Yes. Why on earth would they do that? Simple.

00:12:32.100 --> 00:12:35.200
The incentives were perverse. The loan officers

00:12:35.200 --> 00:12:37.500
and brokers were paid much higher commissions.

00:12:37.860 --> 00:12:40.919
They were called yield spread premiums for selling

00:12:40.919 --> 00:12:43.620
the riskier, more expensive loans. The worse

00:12:43.620 --> 00:12:45.820
the deal was for you, the borrower, the bigger

00:12:45.820 --> 00:12:49.129
the payday was for them. That is just... It's

00:12:49.129 --> 00:12:51.490
pure predatory behavior. You're taking advantage

00:12:51.490 --> 00:12:54.169
of people who trust you as an expert and deliberately

00:12:54.169 --> 00:12:56.250
selling them a product that's bad for them because

00:12:56.250 --> 00:12:59.110
it's good for you. That was the accusation. And

00:12:59.110 --> 00:13:01.129
the evidence was pretty strong. I mean, internal

00:13:01.129 --> 00:13:04.110
documents showed they were approving loans for

00:13:04.110 --> 00:13:06.909
families that had as little as $1 ,000 in disposable

00:13:06.909 --> 00:13:09.490
income for the whole year. $1 ,000? That's not

00:13:09.490 --> 00:13:11.750
even one emergency. That's a flat tire. Exactly.

00:13:11.970 --> 00:13:13.490
They were just trying to get the deal closed,

00:13:13.649 --> 00:13:16.049
collect the fee, and pass the hot potato up the

00:13:16.049 --> 00:13:18.789
chain. And what's so wild is that at the time,

00:13:18.809 --> 00:13:20.990
there was this whole conflicting narrative around

00:13:20.990 --> 00:13:23.769
this, right? It wasn't framed as predatory. He

00:13:23.769 --> 00:13:26.629
was framed as inclusive. Oh, absolutely. This

00:13:26.629 --> 00:13:29.509
is the complexity of it. An economist named Stan

00:13:29.509 --> 00:13:31.690
Lebowitz pointed out that before the whole thing

00:13:31.690 --> 00:13:34.230
blew up, Fannie Mae actually gave countrywide

00:13:34.230 --> 00:13:37.990
awards. They called them a paragon of nondiscriminatory

00:13:37.990 --> 00:13:41.009
lending for using flexible underwriting criteria.

00:13:41.730 --> 00:13:44.129
Flexible underwriting. Another one of those great

00:13:44.129 --> 00:13:46.250
euphemisms. It's a very polite way of saying

00:13:46.250 --> 00:13:48.370
we ignore the traditional rules about income

00:13:48.370 --> 00:13:50.809
and credit scores. Right. At the time, Angelo

00:13:50.809 --> 00:13:53.690
Mazzillo would go on CNBC and he was very charismatic

00:13:53.690 --> 00:13:56.600
and he would say. They were democratizing the

00:13:56.600 --> 00:13:58.639
American dream. They were helping minorities

00:13:58.639 --> 00:14:01.100
and working class families get into homes that

00:14:01.100 --> 00:14:03.820
the old stuffy traditional banks would have turned

00:14:03.820 --> 00:14:05.379
down. And, you know, on some level they were.

00:14:05.580 --> 00:14:08.000
But they were doing it by strapping these families

00:14:08.000 --> 00:14:11.100
to financial time bombs. It's that classic tension

00:14:11.100 --> 00:14:14.139
between access and safety. If you take all the

00:14:14.139 --> 00:14:16.240
guardrails off the highway, sure, more people

00:14:16.240 --> 00:14:18.220
can get on. But you're going to have a lot more

00:14:18.220 --> 00:14:20.879
catastrophic crashes. And the crash was coming.

00:14:21.389 --> 00:14:23.710
But before we get to the explosion itself, we

00:14:23.710 --> 00:14:26.110
have to talk about the Friends of Angelo. Because

00:14:26.110 --> 00:14:29.350
while Countrywide was squeezing every last penny

00:14:29.350 --> 00:14:32.350
out of subprime borrowers, there was a completely

00:14:32.350 --> 00:14:34.570
different set of rules for the rich and powerful.

00:14:34.789 --> 00:14:37.509
The VIP program. This is the part of the story

00:14:37.509 --> 00:14:40.110
that just makes my blood boil. It's the smoking

00:14:40.110 --> 00:14:42.289
gun that proves this wasn't just, you know, market

00:14:42.289 --> 00:14:45.700
excess. This was outright corruption. It's a

00:14:45.700 --> 00:14:48.580
stunning contrast. The story was broken by reporters

00:14:48.580 --> 00:14:51.019
at Condé Nast Portfolio and The Wall Street Journal.

00:14:51.179 --> 00:14:54.259
They uncovered this internal program for FOAs,

00:14:54.500 --> 00:14:56.960
Friends of Angelo. And who was on this friends

00:14:56.960 --> 00:14:59.850
list? It was a who's who. of Washington, D .C.

00:14:59.889 --> 00:15:02.470
and the finance world. And this program gave

00:15:02.470 --> 00:15:04.590
them access to special treatment waived fees,

00:15:04.830 --> 00:15:07.690
lower interest rates, basically white glove service

00:15:07.690 --> 00:15:10.330
that no normal person could ever get. OK, give

00:15:10.330 --> 00:15:12.669
us some names. Senator Christopher Dodd. At the

00:15:12.669 --> 00:15:14.809
time, he was the chairman of the Senate Banking

00:15:14.809 --> 00:15:17.389
Committee. Wait, hold on. The actual chairman

00:15:17.389 --> 00:15:19.529
of the committee in charge of regulating the

00:15:19.529 --> 00:15:22.470
entire banking industry was getting a sweetheart

00:15:22.470 --> 00:15:24.549
mortgage deal from the biggest mortgage lender

00:15:24.549 --> 00:15:27.389
in the country. That's correct. Also on the list,

00:15:27.529 --> 00:15:30.289
Senator Kent Conrad, who is chairman of the Senate

00:15:30.289 --> 00:15:33.129
Budget Committee, and maybe the most damning

00:15:33.129 --> 00:15:36.730
of all, James Johnson and Franklin Raines. Who

00:15:36.730 --> 00:15:39.309
were they? They were both former CEOs of Fannie

00:15:39.309 --> 00:15:42.710
Mae. Fannie Mae. The biggest buyer of Countrywide's

00:15:42.710 --> 00:15:45.389
mortgages, the entity they needed to keep the

00:15:45.389 --> 00:15:48.629
whole machine running. And here are their former

00:15:48.629 --> 00:15:51.049
top executives getting millions of dollars in

00:15:51.049 --> 00:15:54.409
loans on very favorable terms. Franklin Raines

00:15:54.409 --> 00:15:57.389
alone reportedly got over $3 million in loans

00:15:57.389 --> 00:15:59.490
through the program. It just screams payoff.

00:15:59.750 --> 00:16:01.929
It looks like, hey, you keep the regulations

00:16:01.929 --> 00:16:04.370
light, you keep buying our risky loans, and we'll

00:16:04.370 --> 00:16:06.129
take care of your personal finances on the side.

00:16:06.360 --> 00:16:09.620
It greased the wheels. It created this cozy relationship

00:16:09.620 --> 00:16:12.700
at the absolute highest levels of power. And

00:16:12.700 --> 00:16:15.919
the irony is just it's suffocating. Because later

00:16:15.919 --> 00:16:18.600
on, Senator Dodd was one of the key figures proposing

00:16:18.600 --> 00:16:20.580
the government bailout of the mortgage industry.

00:16:20.799 --> 00:16:23.200
The guy writing the bailout bill was a VIP client

00:16:23.200 --> 00:16:25.000
of the company that needed the bailout. Yeah.

00:16:25.220 --> 00:16:27.820
You can't make this stuff up. You really can't.

00:16:27.820 --> 00:16:29.820
He just paints this picture of a system where

00:16:29.820 --> 00:16:32.679
the rules are for the little people. The smart

00:16:32.679 --> 00:16:34.440
money knew they were playing a different game.

00:16:34.889 --> 00:16:38.169
This scandal actually forced James Johnson to

00:16:38.169 --> 00:16:40.389
resign from Barack Obama's vice presidential

00:16:40.389 --> 00:16:43.470
search committee in 2008. It was a huge deal.

00:16:43.649 --> 00:16:46.389
So you've got this two -tiered system, predatory

00:16:46.389 --> 00:16:49.250
lending for the masses at the bottom and crony

00:16:49.250 --> 00:16:51.639
capitalism for the elites at the top. It's just

00:16:51.639 --> 00:16:54.019
a perfect storm waiting to break. And in August

00:16:54.019 --> 00:16:56.899
of 2007, the storm finally hit. That was the

00:16:56.899 --> 00:16:59.059
month the music stopped. Completely. Walk us

00:16:59.059 --> 00:17:01.120
through the mechanics of this, because most people

00:17:01.120 --> 00:17:03.799
think of the crash as 2008. They think of Lehman

00:17:03.799 --> 00:17:06.859
Brothers in September. But for countrywide, the

00:17:06.859 --> 00:17:09.140
heart attack happened a full year earlier. Right.

00:17:09.200 --> 00:17:11.180
Remember that secondary market we talked about?

00:17:11.319 --> 00:17:13.799
The investors who were buying up all those bundles

00:17:13.799 --> 00:17:17.039
of risky loans? In August 2007, the market for

00:17:17.039 --> 00:17:19.859
those nonconforming securities. It just froze

00:17:19.859 --> 00:17:22.619
solid. What does froze mean in practical terms?

00:17:22.819 --> 00:17:25.759
It means there were zero buyers at any price.

00:17:26.900 --> 00:17:29.420
Countrywide traders would call a hedge fund or

00:17:29.420 --> 00:17:31.859
a big bank and say, hey, we've got a billion

00:17:31.859 --> 00:17:34.839
dollar package of Altay mortgages. You want it?

00:17:34.880 --> 00:17:37.279
And the line would just go dead or they'd get

00:17:37.279 --> 00:17:39.779
a ridiculous offer like 50 cents on the dollar.

00:17:40.279 --> 00:17:42.200
So Countrywide has already paid out the cash

00:17:42.200 --> 00:17:44.440
to the homeowners. They're holding all this paper,

00:17:44.539 --> 00:17:47.759
these IOUs, and they desperately need to sell

00:17:47.759 --> 00:17:49.779
that paper to get their cash back so they can

00:17:49.779 --> 00:17:52.000
fund their own operations. And they can't. It's

00:17:52.000 --> 00:17:55.400
a classic liquidity crisis. Suddenly, they are

00:17:55.400 --> 00:17:57.859
stuck holding billions and billions of dollars

00:17:57.859 --> 00:18:00.400
in toxic assets that are losing value by the

00:18:00.400 --> 00:18:02.859
hour. And this is when the panic starts. The

00:18:02.859 --> 00:18:05.640
panic starts on August 6th when a smaller competitor,

00:18:05.880 --> 00:18:08.700
American Home Mortgage, suddenly collapses and

00:18:08.700 --> 00:18:11.299
files for bankruptcy. And everyone in the market

00:18:11.299 --> 00:18:13.519
knew they were playing the same game as Countrywide,

00:18:13.619 --> 00:18:16.500
just on a smaller scale. So all eyes immediately

00:18:16.500 --> 00:18:18.680
turned to Countrywide. And they had to file a

00:18:18.680 --> 00:18:21.380
disclosure with the SEC. Right. Yes. They had

00:18:21.380 --> 00:18:23.839
to publicly admit that these market disruptions

00:18:23.839 --> 00:18:25.799
could seriously harm their financial condition.

00:18:26.400 --> 00:18:29.099
In the world of banking, admitting you might

00:18:29.099 --> 00:18:31.839
have a liquidity problem is like yelling fire

00:18:31.839 --> 00:18:35.119
in a crowded theater. It started at the stampede.

00:18:35.119 --> 00:18:38.250
And it led to an actual physical bank run. People

00:18:38.250 --> 00:18:40.849
lining up with their branches. It did. It wasn't

00:18:40.849 --> 00:18:42.990
just Wall Street investors. It was regular people

00:18:42.990 --> 00:18:45.410
who had their life savings in a countrywide bank

00:18:45.410 --> 00:18:48.730
savings account. On August 17th, there were lines

00:18:48.730 --> 00:18:51.250
around the block. Billions of dollars were pulled

00:18:51.250 --> 00:18:54.450
out. The stock price was in free fall. The cost

00:18:54.450 --> 00:18:56.569
to insure their debt against default shot up

00:18:56.569 --> 00:18:59.470
22 percent in a single day. So they were bleeding

00:18:59.470 --> 00:19:01.730
out fast. What did they do? What were their emergency

00:19:01.730 --> 00:19:04.069
measures? They pulled the ripcord on everything

00:19:04.069 --> 00:19:08.089
they had. They had a massive $11 .5 billion credit

00:19:08.089 --> 00:19:11.089
line with a group of other big banks. They drew

00:19:11.089 --> 00:19:13.269
down the entire thing in one go. They maxed out

00:19:13.269 --> 00:19:15.849
their credit card. Every last cent. It was a

00:19:15.849 --> 00:19:17.470
signal to the market that they were hoarding

00:19:17.470 --> 00:19:20.710
cash, preparing for a siege. And even that wasn't

00:19:20.710 --> 00:19:23.119
enough. The Federal Reserve had to step in and

00:19:23.119 --> 00:19:26.019
start emergency lending operations just to calm

00:19:26.019 --> 00:19:28.559
the markets. And this is when Bank of America

00:19:28.559 --> 00:19:31.740
first gets involved. This is August 2007. Right.

00:19:31.859 --> 00:19:35.059
Bank of America makes a $2 billion investment

00:19:35.059 --> 00:19:38.000
in Countrywide. They bought a special kind of

00:19:38.000 --> 00:19:41.319
preferred stock. At the time, BOFA's CEO, Ken

00:19:41.319 --> 00:19:44.259
Lewis, he thought he was being the hero, the

00:19:44.259 --> 00:19:46.440
white knight. He thought he was getting a bargain

00:19:46.440 --> 00:19:48.579
on a fundamentally great company that was just

00:19:48.579 --> 00:19:51.519
having a temporary liquidity squeeze. A $2 billion

00:19:51.519 --> 00:19:54.500
Band -Aid on a mortal wound. I mean, what a catastrophic

00:19:54.500 --> 00:19:56.980
miscalculation. One of the biggest in history.

00:19:57.200 --> 00:19:59.500
But while all this financial chaos was happening

00:19:59.500 --> 00:20:01.900
inside Countrywide, things were getting truly

00:20:01.900 --> 00:20:04.539
bizarre. We have to talk about the Protect Our

00:20:04.539 --> 00:20:06.579
House campaign. Oh, this is my favorite detail.

00:20:06.839 --> 00:20:08.900
It feels like it's ripped from an episode of

00:20:08.900 --> 00:20:11.299
The Office, but like a much, much darker version.

00:20:11.740 --> 00:20:14.980
It's September 2007. The company is on fire.

00:20:15.099 --> 00:20:17.740
The stock is collapsing. They're in the middle

00:20:17.740 --> 00:20:20.480
of laying off 20 percent of their entire workforce.

00:20:20.880 --> 00:20:24.059
And what does management decide is the solution.

00:20:24.619 --> 00:20:27.579
A loyalty oath. A loyalty oath. They rolled out

00:20:27.579 --> 00:20:30.779
this internal PR campaign. They literally asked

00:20:30.779 --> 00:20:34.019
all remaining employees to sign a pledge to tell

00:20:34.019 --> 00:20:36.640
the countrywide story and defend the company

00:20:36.640 --> 00:20:39.099
from bad press. And if you signed it, you got

00:20:39.099 --> 00:20:41.359
what, a wristband? I got a bright green rubber

00:20:41.359 --> 00:20:43.579
wristband that said, protect our house. And what

00:20:43.579 --> 00:20:45.900
if you didn't sign it? If you didn't wear the

00:20:45.900 --> 00:20:48.099
bracelet? Senior managers reportedly made it

00:20:48.099 --> 00:20:50.079
very clear that if you weren't wearing the green

00:20:50.079 --> 00:20:52.380
wristband, you weren't on the team. And if you

00:20:52.380 --> 00:20:54.910
weren't on the team, eh. They were still laying

00:20:54.910 --> 00:20:57.190
people off. Can you imagine the atmosphere in

00:20:57.190 --> 00:20:59.049
that office? Your friends are getting fired.

00:20:59.210 --> 00:21:01.190
You know the loans you're processing are garbage.

00:21:01.369 --> 00:21:03.690
The news is saying your company's going bankrupt.

00:21:03.890 --> 00:21:06.150
And your boss is making you wear a piece of rubber

00:21:06.150 --> 00:21:09.049
jewelry to prove you're still loyal. It's dystopian.

00:21:09.250 --> 00:21:12.670
It shows a leadership team that was completely,

00:21:12.789 --> 00:21:15.970
utterly detached from reality. They thought they

00:21:15.970 --> 00:21:18.250
could fix a solvency crisis with a pep rally.

00:21:18.670 --> 00:21:20.750
But, you know, the math always wins in the end.

00:21:20.890 --> 00:21:24.250
And by December 2007, the game was up. It was

00:21:24.250 --> 00:21:27.130
over. That's when Angelo Mozilla made the call

00:21:27.130 --> 00:21:29.710
to Ken Lewis at Bank of America. And according

00:21:29.710 --> 00:21:32.430
to Lewis, Mozilla was ready to throw in the towel.

00:21:32.609 --> 00:21:34.609
Let's talk about the valuation here. This is

00:21:34.609 --> 00:21:36.769
the wealth destruction part of the story. It's

00:21:36.769 --> 00:21:39.750
breathtaking. Just one year earlier, in early

00:21:39.750 --> 00:21:43.049
2007. Countrywide's market value was about $24

00:21:43.049 --> 00:21:46.230
billion. Okay. When Bank of America announced

00:21:46.230 --> 00:21:49.650
the plan to buy them in January 2008, the price

00:21:49.650 --> 00:21:53.049
tag was roughly $4 billion. From $24 billion

00:21:53.049 --> 00:21:57.549
down to $4 billion, 85 % of the value just evaporated.

00:21:57.630 --> 00:21:59.890
And it got even worse. Because the deal was an

00:21:59.890 --> 00:22:02.230
all -stock deal, BOFA was paying with its own

00:22:02.230 --> 00:22:04.750
shares, and BOFA's stock was also falling because

00:22:04.750 --> 00:22:07.190
of the crisis. So by the time the deal actually

00:22:07.190 --> 00:22:10.529
closed in July 2008, the final acquisition was

00:22:10.529 --> 00:22:13.970
closer to $2 .5 billion. $2 .5 billion to buy

00:22:13.970 --> 00:22:16.569
the biggest mortgage lender in America. On paper,

00:22:16.630 --> 00:22:18.670
that sounds like the steal of the century. It's

00:22:18.670 --> 00:22:20.529
like buying a mansion for the price of a tool

00:22:20.529 --> 00:22:22.869
shed. That is exactly what Ken Lewis thought.

00:22:23.170 --> 00:22:25.690
He famously said, and this quote will haunt him

00:22:25.690 --> 00:22:28.609
forever, we weighed the short -term pain versus

00:22:28.609 --> 00:22:31.490
what we think will be a very good deal. He sent

00:22:31.490 --> 00:22:34.450
a team of 60 analysts to Countrywide's headquarters

00:22:34.450 --> 00:22:36.750
to go through their books. They thought they

00:22:36.750 --> 00:22:39.069
understood the risk. But they made a fatal mistake.

00:22:39.599 --> 00:22:42.259
They analyzed the credit risk, the risk that

00:22:42.259 --> 00:22:44.660
the homeowners would default. They completely

00:22:44.660 --> 00:22:47.660
and totally underestimated the legal risk. 100%.

00:22:47.660 --> 00:22:50.359
When you buy a company, you don't just buy its

00:22:50.359 --> 00:22:53.440
assets and its branch offices. You buy its liabilities.

00:22:53.460 --> 00:22:56.859
You buy its past sins. Bank of America inherited

00:22:56.859 --> 00:23:00.500
the legal responsibility for every single fraudulent

00:23:00.500 --> 00:23:04.039
loan, every predatory practice, every false statement

00:23:04.039 --> 00:23:06.339
Countrywide had made for the past decade. And

00:23:06.339 --> 00:23:09.160
the bill for those sins. They're tallying it

00:23:09.160 --> 00:23:11.559
up because Bank of America Home Loans was born,

00:23:11.700 --> 00:23:14.019
but the ghost of Countrywide haunted them for

00:23:14.019 --> 00:23:16.640
a very, very long time. The legal bills were

00:23:16.640 --> 00:23:20.000
astronomical. Almost immediately, in October

00:23:20.000 --> 00:23:23.519
of 2008, they had to settle that massive predatory

00:23:23.519 --> 00:23:26.000
lending lawsuit brought by a bunch of state attorneys

00:23:26.000 --> 00:23:29.059
general. That settlement alone required them

00:23:29.059 --> 00:23:32.980
to modify loans worth up to $8 .4 billion. $8

00:23:32.980 --> 00:23:35.700
.4 billion. Let's just pause on that. They paid

00:23:35.700 --> 00:23:38.500
$2 .5 billion for the entire company, and their

00:23:38.500 --> 00:23:41.619
first act is to pay an $8 .4 billion settlement.

00:23:42.339 --> 00:23:45.180
They are $6 billion in the hole from day one.

00:23:45.450 --> 00:23:47.490
They're already massively underwater. And that

00:23:47.490 --> 00:23:49.670
was just the appetizer. The main course came

00:23:49.670 --> 00:23:52.609
in 2014 when Bank of America finally reached

00:23:52.609 --> 00:23:54.450
a settlement with the U .S. Department of Justice

00:23:54.450 --> 00:23:57.170
over the sale of all those toxic mortgage backed

00:23:57.170 --> 00:23:59.329
securities. What was the price tag on that one?

00:23:59.470 --> 00:24:03.529
Nearly 17 billion dollars. Yeah. 16 .65 to be

00:24:03.529 --> 00:24:05.569
exact. 17 billion. It's a number so big it's

00:24:05.569 --> 00:24:08.589
hard to even process. And a huge percentage of

00:24:08.589 --> 00:24:11.029
those toxic securities that led to that fine

00:24:11.029 --> 00:24:14.119
originated at Countrywide. If you add it all

00:24:14.119 --> 00:24:16.559
up, the purchase price, the dozens of settlements,

00:24:16.779 --> 00:24:20.240
the legal fees, the loan write downs. Most analysts

00:24:20.240 --> 00:24:22.799
estimate that the countrywide acquisition ultimately

00:24:22.799 --> 00:24:26.119
cost Bank of America more than 50 billion dollars.

00:24:26.759 --> 00:24:30.819
$50 billion in losses on a $2 .5 billion purchase.

00:24:31.359 --> 00:24:33.799
It was a black hole that sucked capital out of

00:24:33.799 --> 00:24:36.539
Bank of America for years. It destroyed Ken Lewis's

00:24:36.539 --> 00:24:39.299
career. It permanently damaged their brand. It

00:24:39.299 --> 00:24:42.160
is the textbook case study in what happens when

00:24:42.160 --> 00:24:44.759
you let deal fever blind you to the real risks.

00:24:45.019 --> 00:24:46.619
And what happened to the men at the top? What

00:24:46.619 --> 00:24:48.779
about Mozilo? Did he face any real consequences?

00:24:49.240 --> 00:24:51.859
Not jail time, no. The SEC did charge him in

00:24:51.859 --> 00:24:54.319
2009 with insider trading and securities fraud.

00:24:54.500 --> 00:24:56.650
The accusation being what? The accusation was

00:24:56.650 --> 00:24:58.289
that he was aggressively selling his own shares

00:24:58.289 --> 00:25:00.990
of countrywide stock. He made almost $300 million

00:25:00.990 --> 00:25:04.769
in profit between 2005 and 2007. At the exact

00:25:04.769 --> 00:25:06.589
same time, he was publicly telling shareholders

00:25:06.589 --> 00:25:08.450
that the company was rock solid and the loan

00:25:08.450 --> 00:25:10.670
portfolio was sound. So the captain was filling

00:25:10.670 --> 00:25:12.950
his own lifeboat with gold while telling the

00:25:12.950 --> 00:25:15.069
passengers the ship was unsinkable. That's a

00:25:15.069 --> 00:25:17.269
pretty good analogy. He eventually settled with

00:25:17.269 --> 00:25:20.680
the SEC. He paid a fine of about $67 million,

00:25:20.960 --> 00:25:24.539
and he agreed to a lifetime ban from ever being

00:25:24.539 --> 00:25:27.000
an officer or director of a public company again.

00:25:27.519 --> 00:25:30.720
$67 million is a lot of money, but compared to

00:25:30.720 --> 00:25:33.559
the $300 million he made? It's a fraction. He

00:25:33.559 --> 00:25:35.619
never admitted any wrongdoing, and he walked

00:25:35.619 --> 00:25:38.779
away a very, very wealthy man. Countrywide, he

00:25:38.779 --> 00:25:41.220
even paid for his legal defense. Of course they

00:25:41.220 --> 00:25:43.700
did. Before we wrap, there's one other little

00:25:43.700 --> 00:25:45.400
footnote in this story that's worth mentioning.

00:25:46.039 --> 00:25:50.640
IndyMac. Ah, yes. Countrywide's evil twin. IndyMac

00:25:50.640 --> 00:25:52.519
started as a spinoff from Countrywide, right?

00:25:52.680 --> 00:25:56.079
It did, way back in 97. It became its own independent

00:25:56.079 --> 00:25:58.819
bank, but it had the same DNA, the same aggressive

00:25:58.819 --> 00:26:01.660
culture, the same focus on those risky alte and

00:26:01.660 --> 00:26:05.200
subprime loans. And in July of 2008, at the exact

00:26:05.200 --> 00:26:07.500
same moment, Bank of America was finalizing the

00:26:07.500 --> 00:26:10.299
Countrywide deal IndyMac collapsed. And that

00:26:10.299 --> 00:26:12.890
was a very ugly failure. It was. The biggest

00:26:12.890 --> 00:26:15.869
bank failure in a generation at that point, federal

00:26:15.869 --> 00:26:18.250
regulators had to seize it after a massive bank

00:26:18.250 --> 00:26:21.049
run. You saw those pictures on the news. People

00:26:21.049 --> 00:26:23.430
lined up for blocks in the hot summer sun in

00:26:23.430 --> 00:26:25.890
California, desperate to get their life savings

00:26:25.890 --> 00:26:29.109
out. It was this really visceral, terrifying

00:26:29.109 --> 00:26:32.569
preview of the wider chaos that was about to

00:26:32.569 --> 00:26:35.210
hit that fall with Lehman Brothers. It really

00:26:35.210 --> 00:26:37.509
proved that the business model itself was fundamentally

00:26:37.509 --> 00:26:40.569
broken. It wasn't just a few bad managers at

00:26:40.569 --> 00:26:43.779
Countrywide. The whole philosophy of originate

00:26:43.779 --> 00:26:46.180
to distribute without any skin in the game was

00:26:46.180 --> 00:26:49.500
just a suicide pact. It was a model built entirely

00:26:49.500 --> 00:26:52.839
on one flawed assumption that home prices on

00:26:52.839 --> 00:26:55.859
a national level would never, ever go down. Once

00:26:55.859 --> 00:26:57.700
that one assumption broke, the whole machine

00:26:57.700 --> 00:27:00.039
went into reverse. And instead of printing money,

00:27:00.180 --> 00:27:02.220
it started destroying capital at a rate the world

00:27:02.220 --> 00:27:04.579
had never seen before. So let's try and synthesize

00:27:04.579 --> 00:27:06.660
this whole epic story. You have a company that

00:27:06.660 --> 00:27:09.819
starts small, delivers a 23 ,000 % return, becomes

00:27:09.819 --> 00:27:11.740
the absolute center of the American housing market,

00:27:11.900 --> 00:27:14.539
seduces Wall Street, corrupts Washington, and

00:27:14.539 --> 00:27:16.259
then implodes in the most spectacular fashion

00:27:16.259 --> 00:27:19.339
imaginable. And I think the key lesson, if you're

00:27:19.339 --> 00:27:21.859
trying to make sense of it all, is to look past

00:27:21.859 --> 00:27:25.380
the complicated acronyms, you know, the MBSs

00:27:25.380 --> 00:27:29.240
and the CDOs. That's all just noise. The core

00:27:29.240 --> 00:27:32.420
story is incredibly simple. It's about misaligned

00:27:32.420 --> 00:27:35.480
incentives. If you pay a salesman a huge commission

00:27:35.480 --> 00:27:38.859
to sell a bad product. he's going to sell a lot

00:27:38.859 --> 00:27:41.220
of that bad product. And if you pay a CEO in

00:27:41.220 --> 00:27:43.299
stock options that reward short -term gains,

00:27:43.539 --> 00:27:46.319
he's going to take massive long -term risks to

00:27:46.319 --> 00:27:49.759
juice the stock price now. And if you give powerful

00:27:49.759 --> 00:27:52.519
politicians VIP treatment and special deals,

00:27:52.839 --> 00:27:54.720
they are probably going to look the other way

00:27:54.720 --> 00:27:56.980
when it's time to enforce the rules. It all comes

00:27:56.980 --> 00:27:58.789
down to the human element. We can talk about

00:27:58.789 --> 00:28:00.869
risk models and algorithms all day, but this

00:28:00.869 --> 00:28:03.390
was a story about greed and fear and ambition

00:28:03.390 --> 00:28:05.890
and who had the power. And the victims of that

00:28:05.890 --> 00:28:08.069
were real people. We talk about borrowers and

00:28:08.069 --> 00:28:10.410
subprime, like they're just abstract data points.

00:28:10.750 --> 00:28:12.430
But these were families who lost their homes.

00:28:12.549 --> 00:28:14.309
These were employees who were forced to sign

00:28:14.309 --> 00:28:16.349
loyalty oaths and then lost their jobs and their

00:28:16.349 --> 00:28:18.990
careers. These were retirees who had their pension

00:28:18.990 --> 00:28:21.009
funds invested in countrywide stock that went

00:28:21.009 --> 00:28:23.410
to zero. That's the part that really sticks with

00:28:23.410 --> 00:28:26.049
me. The friends of Angelo and the executives,

00:28:26.289 --> 00:28:28.769
they all had a soft landing. But the regular

00:28:28.769 --> 00:28:31.910
people at the bottom of the pyramid just hit

00:28:31.910 --> 00:28:35.349
the pavement hard. Which leaves you with a pretty

00:28:35.349 --> 00:28:38.359
provocative thought to mull over. We're always

00:28:38.359 --> 00:28:40.220
told that our financial system is supposed to

00:28:40.220 --> 00:28:42.980
be this rational risk -based meritocracy, right?

00:28:43.220 --> 00:28:46.059
You get a loan based on your credit score. But

00:28:46.059 --> 00:28:48.319
when you pull back the curtain on a company like

00:28:48.319 --> 00:28:50.980
Countrywide, you see that the people at the very

00:28:50.980 --> 00:28:52.740
top, the ones writing the laws and setting the

00:28:52.740 --> 00:28:55.079
rules, were playing a completely different game

00:28:55.079 --> 00:28:57.380
with a completely different set of rules. So

00:28:57.380 --> 00:29:00.559
when the whole system finally broke, was it really

00:29:00.559 --> 00:29:03.240
because of lax standards for poor people trying

00:29:03.240 --> 00:29:05.839
to buy a home? Or was it because the people on

00:29:05.839 --> 00:29:07.960
the penthouse were too busy enjoying the party

00:29:07.960 --> 00:29:10.559
to ever check the building's foundation? I think

00:29:10.559 --> 00:29:12.240
when you look at the evidence, the answer becomes

00:29:12.240 --> 00:29:14.359
pretty clear. So the next time you look at your

00:29:14.359 --> 00:29:16.700
own mortgage statement, take a second to think

00:29:16.700 --> 00:29:19.099
about the long, strange journey that piece of

00:29:19.099 --> 00:29:20.900
paper has taken through the global financial

00:29:20.900 --> 00:29:23.960
system. It's never just a piece of paper. Thanks

00:29:23.960 --> 00:29:25.819
for listening to The Deep Dive. We'll see you

00:29:25.819 --> 00:29:26.200
next time.
