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Greensill’s grand idea: close connections, jets and convoluted relationships

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For anyone interested in cross-lending and cross-ownership, the collapse of the Icelandic banks provides insights into its effects: the meteoric growth and how opacity hides transactions between related parties, risk and debt within the ensuing complex structures, perfected by owning a bank as well. – All of this is well known to banks and regulators and should have caused concern regarding Lex Greensill’s operations. Yet, Greensill not once but twice had financial institutions – GAM and Credit Suisse – lending insanely against his debt, much of it growing around his dealings with the complex sprawl of companies related to Sanjeev Gupta and later with SoftBank. – Greensill, a consummate networker, made a strategic use of his private jets to woo and impress a small group of people who proved instrumental for Greensill in building up his business; some of them have not fared well.

Afterhours on 1 March, three Greensill companies – Greensill Capital Pty Ltd, Greensill Capital (UK) Ltd and Greensill Bank AG – respectively registered in Australia, UK and Germany, sought to force through an extension of insurance policies, worth US$4.6bn through an injunction at the New South Wales Supreme Court. Justice Stevenson refused the plea. After all, the Greensill companies had known since at least 1 September 2020, that the insurance policy would expire 1 March 2021 and yet did nothing until only days earlier.

On 5 March 2021, the court decision tipped all three Greensill companies – the mother company in Australia and its UK and German subsidiaries, as well as other Greensill companies – into insolvency, putting at risk 50,000 jobs worldwide with 40 Greensill clients.

In an internal recording of his address to staff 15 February, Lex Greensill, the founder of Greensill Group, claimed there was very good work going on regarding the insurance, which would even allow the firm to ramp up activity. – His reassuring words seem to run contrary to the New South Wales decision.

Indeed, why had Greensill Group done so little to have the policies extended? After all, Greensill’s operability relied on insuring the receivables of the invoices it sold on to investors: without insurance, no rating and without rating, no market for the invoices.

The Lex Greensill saga has many intriguing angles. He made good use of his Australian farming family, his “from farming to finance” saga. With support from former prime minister David Cameron and chancellor Rishi Sunak, Greensill’s relatively small company kept UK top civil servants remarkably busy, during the Covid crisis; a sure sign of Greensill’s consummate networking skills.

The Greensill Group went from a value of some hundreds of millions in 2017 to $4bn in 2019 and will leave losses in banking and the UK public sector amounting to billions of pounds. “It’s disturbing that yield-starved investors are still misjudging the dangers of exotic investment products more than a decade after the banking crisis,” Chris Bryant wrote on Bloomberg recently.

Disturbing indeed that banks and investors did not spot the flashing red lights: cross-lending, cross-ownership, the small-time auditors used by the Gupta companies and the mishmash of debt Greensill was peddling. – The Greensill operation is uncannily similar to the Icelandic model, which collapsed in 2008: own plenty of companies and a bank, deal with trusted friends and it all grows very quickly.

Intriguingly, a closer look at the Lex Greensill saga shows that a small number of people – in politics, insurance and finance – have been crucial to his rapid rise. His most important relationship was with Sanjeev Gupta and, in the end, with SoftBank and Masatoyshi Son, giving a particularly interesting insight into the SoftBank way of doing business.

2012: Greensill’s first UK stop: Downing street

In 2011, Lex Greensill, born in 1977, set up a fund, named after himself, in his home country, Australia, as a vehicle for his grand idea: a supply chain financing business. In the UK, Greensill set up Greensill Capital (UK) Ltd in July 2012. To begin with, nothing much happened.

One of the more bizarre parts of Greensill’s bizarre story is his relationship with the Tory-ruled Downing street. When working at Morgan Stanley 2005 to 2009, he bonded with a colleague, the late Jeremy Heywood, who in 2007 joined the Cabinet Office, when Gordon Brown became prime minister. In December 2011, it was announced Heywood would take over as Cabinet Secretary in January 2012. From September 2014 until he resigned in October 2018 for health reasons, Heywood was also “Head of the Civil Service.”

Heywood seems to have been Greensill’s key card to the Cabinet Office. In January 2012, half a year before he set up his UK company, Greensill had been appointed as an unpaid adviser on supply chain financing and stayed in that role until 2015. From 2013, Greensill was a Crown Representative until he left the Cabinet Office in 2016, then well into a blossoming business career.

There is however no contract, so it’s unclear who hired Greensill, what exactly he did and why he got a desk and security clearance, which allowed him to come and go as he pleased. Interestingly, Greensill does not list his Cabinet Office roles on his LinkedIn page, though he does mention the Commander of the British Empire he was awarded in 2017 for his services to the economy, though it is exceedingly hard to point out what exactly he had done for the British economy at the time. An honour also noted in his homeland.

While in Downing street, Greensill hired two other Downing street insiders: Bill Crothers and David Brierwood. Crothers, the government’s chief commercial officer, began advising Greensill Capital in September 2015 and left the civil service at the end of 2015 to join Greensill as a director where he stayed until February 4, 2021. His role at Greensill was known but seen as acceptable since Greensill had at the time no public-sector work.

David Brierwood is another ex Morgan Stanley banker and another Crown Representative at the Cabinet Office from October 2014 to June 2018 and a director of Greensill Capital (UK) from the beginning of 2015 until January 2018.

Brierwood was one of those insiders Greensill was carefully cultivating. As pointed out earlier on Icelog, Brierwood benefitted from a generous loan from the Australian Greensill company in 2014 of AU$6,096,000 with SD Brierwood (likely David’s spouse or other relative) receiving exactly the same amount; thus, loans to the Brierwood family amounted in total to AU$12,192,000. Other related parties profited from loans from Greensill. The revenue of the Australian Greensill company in 2014 was AU$38m.

The ultimate trophy asset: hiring a former prime minister

In 2018, David Cameron started working for Greensill, as is now well known. Cameron was untiring in travelling, taking meetings for Greensill and, when Covid-19 stopped all travelling and in-person meetings, he was equally untiring in messaging former colleagues in government, civil servants who worked under him during his time in Downing street and even foreign officials. Having Cameron acting on his behalf, was a major reason why Greensill was allowed to waste the time of top officials.

Apart from the grandeur of having an ex PM on the team, the Downing street insiders were precious, because Greensill was not only cultivating supply chain financing with businesses but also with the public sector. In addition to Brierwood and Crothers, Cameron would have been a valuable employee to have in dealing with the public sector.

Greensill and public sector contracts

Lex Greensill had his eyes firmly on public sector contracts for supply chain finance scheme. One scheme was set up in the UK, for pharmacists dispensing drugs for the NHS under the “Pharmacy Early Payments Scheme.” How much it earned Greensill Group is not clear.

Also, both in Australia and the UK, Greensill tried to set up a payday scheme for health workers, in the UK for NHS workers. He presented this as a sort of altruism, to be run through a wholly owned Greensill company, Earnd, set up in May 2018 but now in administration. Bill Crothers was one of Earnd’s directors. According to the Company House accounts available, this was never an operation of more than a few hundred thousand pounds, apparently financed by a loan from the mother company of almost £500,000.

The Corona Virus Business Interruption Loan Scheme, CVBILS, was administered by the British Business Bank. Greensill Capital (UK) became one of its trusted lenders. The UK firm used the German Greensill Bank AG to pay out the loans. Banks are not lacking in the UK and it’s difficult to understand why the BBB chose a bank for the scheme that could only administer loans in Germany. Possibly, political connections helped.

In the end, it seems that an abnormal chunk of the Greensill CVBILS lending went in the same direction at most other Greensill lending: to companies owned by Sanjeev Gupta.

Nick Macpherson, a former permanent secretary at the Treasury, recently told the Treasury committee, the intense engagement last year between top officials and such a small firm as Greensill was “unusual” and would have been a huge waste of time, a valuable commodity at a time of crisis. Paul Myners, former City minister, told the committee Lex Greensill had offered him a directorship. Myners refused, thinking after his meeting with Greensill that his operations had “many of the elements of a Ponzi scheme.”

Sacking of an insurance manager set the Greensill collapse in motion

An early key figure in Greensill’s business success was Greg Brereton, the insurance manager at Bond & Credit Company, BCC, now owned by Tokio Marine. In total, BCC underwrote A$10bn for Greensill, i.e. the accumulated figure for the accounts receivable of Greensill, not exposure to Tokio Marine. A clarification Tokio Marine gave after its shares tumbled following news in March of the insurer’s potential exposure to Greensill.

According to the 1 March New South Wales Supreme Court decision, Brereton was placed under internal investigation in May 2020 and dismissed in early July 2020. Two weeks after the dismissal, Tokio Marine first gave notice that Greensill’s insurance policies would not be extended. It can be said that Brereton was Greensill’s most important link but at the same time, the weakest link due to the concentrated insurance risk.

Intriguingly, David Cameron visited BCC on his trip to Australia in 2018 and met with Brereton. It’s easy to imagine what Brereton and the other 23 employees at BCC would have felt at meeting such a notable visitor. An example of Lex Greensill’s consummate understanding of networking and showing off his connections. He had a certain tendency to bigging up his connection: after meeting Barack Obama he apparently called himself an adviser to the US president.

The Gupta connection

The 1 March New South Wales Supreme Court decision tipped Greensill Group into insolvency with administrators appointed 8 March. But other ominous things had already been threatening the company.

On 2 March, before news of the Australian court decision broke, British Business Bank had removed government guarantee for Greensill’s CVBILS loans to Sanjeev Gupta companies. This followed an assessment of EY and law firm Hogan Lovells, finding that in lending to Gupta companies, the German Greensill bank had inadequate security. In addition, Greensill was facing insolvency after Credit Suisse had frozen $10bn investment funds linked to Greensill.

The British Business Bank was not the only one suspicious of the Greensill loans to Gupta. Already in early 2020, the German regulator BaFin, scarred and tarred from the Wirecard scandal, had started investigating Greensill Bank AG’s links to Gupta: allegedly, as much as two thirds of the bank’s lending was to Gupta-related companies. It is alleged that as much as $1bn was lent against insufficient collaterals.

Gupta had been investing in steel and metal for years, buying mothballed steel mills and small mills. In 2016, he had enough companies to set up the Gupta Family Group, GFG, apparently the year Lex Greensill and Gupta met in Australia. Since then, their operations have expanded at the speed of light, together and ever more intertwined, whether in creating debt instruments to create more debt for debt financing or meeting politicians.

At a dinner in Glasgow in June 2017, where they met with Scottish rural economy minister Fergus Ewing, Ewing spoke of the Scottish government’s positive experience of working with Gupta’s GFG.

Like a lender in a small village, Gupta in the global village likes doing business with friends, which has led to myriad of companies with an overload of cross-lending and cross-ownership. Interestingly, Gupta also owns a bank, Wyelands, which Gupta set up only in 2016. The Prudential Regulation Authority recently intervened and ordered Wyelands to repay its depositors, the first time the PRA has taken this action. It had discovered that Gupta’s bank mostly lent funds to only one client: Gupta.

There are other interesting aspects to Gupta: he mostly uses only a small auditor, King & King. It has an office in Wembley and in London: though among the shops on Regents street the office is far from fashionable. This tiny audit firm seems to have audited Gupta companies with combined revenues of almost £2.5bn. As long as Gupta doesn’t fulfil a promise from 18 months ago of comprehensible group accounts, there is no overview over his company sprawl, linked at it is to companies run by Gupta’s friends, employees and others connected to Gupta.

This sprawl of companies didn’t scare Greensill. He also liked doing business with related parties, as well as complexity, things that a financial firm should abhor. Given the complexity, it will not come as a surprise if the Greensill Capital’s debt exposure to the Gupta sprawl, turns out to be more than the $5bn it now stands at.

Greensill’s key contacts in finance: now mostly out of job

Tim Haywood had been jetted to Glasgow for the June 2017 dinner with Fergus Ewing. Haywood was at the time a fund manager at GAM, a Swiss fund set up in 1983 by Gilbert de Bottom, (father of Alain the philosopher). Greensill had introduced the two, Haywood and Gupta, in early 2017, after striking up a business relationship with Haywood in 2016. In total, Haywood would invest more than £2bn in assets Greensill sourced, much of it related to Gupta.

However, already in 2017 colleagues of Haywood were worried over his relationship with Greensill and Gupta, how Haywood was jetting around the world on Greensill’s jets and piling illiquid assets from Greensill, often linked to Gupta, into GAM funds. After internal probes, starting in November 2017, GAM concluded Haywood had broken rules regarding presents and entertainment, as well as rules on investing. Haywood was sacked in February 2019. The Greensill saga has marred GAM ever since.

Some of the GAM purchases were apparently quite out of the ordinary. One example is when  Haywood orchestrated buying an entire issue of bonds issued by a special purpose vehicle called Laufer. Here, the transaction worked since the bonds paid the full amount, as Financial Times mentioned in an article on the GAM saga in March 2019, saying that Laufer had provided funding for Lex Greensill’s firm.

However, as can be seen from Company House documents, Laufer, a UK registered company, did not only provided funding for Greensill but was wholly owned by Lex Greensill, who was also one of its directors. According to Company House, Laufer has not followed other Greensill companies into insolvency and Lex Greensill is still listed as one of its directors.

The GAM saga ran in the financial media for months and yet, Lex Greensill was not out of luck. Next stop was Credit Suisse, where Greensill cultivated an executive, who has been much less visible than Haywood, Helman Sitohang, CEO of Credit Suisse Asia Pacific. Five months before Greensill Group collapsed, Sitohang had invited Lex Greensill as a special guest to address its Asia top staff.

At Credit Suisse Greensill apparently had another supporter, Lara Warner, then chief risk and compliance officer but ousted in early April this year. Against advice from risk managers, Warner agreed to a bridge loan of $160m in October, when Greensill failed to secure the $1bn in funding he had hoped for. Credit Suisse had funds stuffed with $10bn of Greensill sourced debt. Greensill’s collapse might cost the bank’s clients as much as $3bn.

Guided by common sense, it is wholly inexplicable how Credit Suisse, after the GAM saga, could enter into this remarkably cosy relationship with Greensill.

From a Softbank star to a falling star

Last but not least, there is Lex Greensill’s short, but sweet and crucial, connection to SoftBank / Vision Fund. Nothing of importance is agreed on at SoftBank without the blessing of its founder Masayoshi Son.

Apparently, a junior executive at the Vision Fund was the first to reach out to Greensill. In May 2019, clearly unperturbed by the GAM debacle, SoftBank invested $800m in Greensill Group, adding $655m in October, then valuing the company at $4bn. Quite a jump from General Atlantic investment of $250m and a value of $1.6bn the previous year. Son in known for liking big vision; Lex Greensill’s vision of a global working-capital market of $55tn was undeniably big.

Given that SoftBank is a serial investor, not all founders enjoy Son’s attention. Greensill though, was quickly enjoying the star treatment at SoftBank, with weekly calls from Son, invitations to SoftBank events where he would be favourably introduced and where he could express his gratitude at “having Masa as a partner and a mentor.” At Vision Fund meetings and presentation, Greensill’s name was often heard.

However, the SoftBank bliss was short-lived: in March 2020, only a month after an investment trip to Indonesia meeting dignitaries, where Son’s light shone warmly on Greensill, the relationship between mentor and mentee evaporated.

Investors were pulling money from the Credit Suisse funds, which had provided the lion share of Greensill’s funding. The phone calls stopped but in December 2020, when Greensill was running out of cash, SoftBank did invest further $440m. However, it seems the cash wasn’t ultimately destined for Greensill though there are at least two stories on where it ended.

One story is that the cash was earmarked for the Credit Suisse funds stuffed with Greensill-sourced debt but did instead go to the German Greensill Bank. Another story is that the cash was meant for Katerra, a Softbank portfolio company, financed by Greensill but with Greensill struggling found itself also in a dire situation.

There is another story of SoftBank’s funding going in an unexpected direction. With the first SoftBank funding for Greensill, the $800m, Greensill’s message was that the funding would be used to develop new technology and expand the invoice financing. Instead, it seems it mostly went to bolster the German Greensill Bank. The question is if SoftBank thought that was a great idea or if it was not informed.

SoftBank and Son do indeed both like size and complexities, one reason why helping Greensill grow rapidly was to SoftBank’s liking. SoftBank hooked some of its own portfolio companies into the Greensill lending carousel.

Financing hypothetical future sales, not actual invoices

The SoftBank connection brings us to the core of Greensill’s business, which eventually became a nail or two in its coffin. The Greensill Group vision was, according to its 2019 annual accounts “to make working capital faster, cheaper and easier to access for businesses of all sizes. We accelerate the movement of cash to where it is needed most, in the real economy.” Acceleration is exactly what Lex Greensill took to new heights, for his own group.

Greensill’s grand idea was invoice discounting or supply chain financing: companies and notably governments around the world pay their invoices from suppliers or service providers within 90 days or more. From the point of view of those who are invoicing, getting paid quickly will lower working capital cost.

Therefore, invoicing parties can be more than happy to accept an offer of 97 or 98cents/pence a dollar/pound, a standard offer from an invoice financing company. The math is simple: if you invoice the government or a company for £100, you are owed this sum. You can then sell your invoice to someone like Greensill for 98p today, instead of waiting for 100p to up to 180 days, or even longer if the invoice isn’t paid on time or at all.

In a market of growing complexities, Lex Greensill was known for very complicated structures and very complicated products. And he had the reputation for being a brilliant salesman, making good use of his “from farming to finance” story. The kind of a salesman who could sell sand in Sahara, or very complicated structures and products where there is no lack of such things.

Being a brilliant salesman created one problem: not getting enough invoices. Consequently, in his drive to accelerate, Lex Greensill seems to have been fine with invoices for non-existing goods or services. Utterly insane, says one source; it made no sense to issue debt to companies for invoices, which might or might not later come into being.

Matt Levine explains this really well on Bloomberg’s Money Stuff. Bluestone is a coal mining company that in mid March, sued Greensill Capital (UK), Lex Greensill and Roland Hartley-Urquhart, Greensill’s vice president, alleging fraud, thereby opening a window into Greensill’s operations, showing a novel and audacious interpretation of “future receivables” – it was so much future that it was based on completely hypothetical transactions that Bluestone hadn’t even contemplated might happen.

These transactions on a hypothetical future seem to have been to SoftBank’s taste. So, Greensill allegedly provided financing to some SoftBank companies  based on predicted future sales, not on issued invoices.

SoftBank invested in the invoice-financing funds Credit Suisse set up around Greensill’s products, the ones that attracted $10bn from investors, which then lent to SoftBank portfolio companies such as Oyo, Fair Financial Corp. and Katerra Inc., creating an intriguing loop. However, this did at some point go too far for Credit Suisse, which saw a conflict-of-interest for SoftBank in this carousel. SoftBank agreed to pull $700m out of the funds.

These future transactions invoices apparently also proved a loop too far for Greensill’s insurers, which brings us back to the March 1 New South Wales Supreme Court decision. As far as I understand, these future invoices were a major issue for the insurers; slightly too much of a froth to insure.

Greensill’s taste for convoluted relationships

Gupta is not the only one who likes doing business with friends. Greensill’s relationship with Andy Ruhan is a good example of his penchant for close and convoluted relationships.

Ruhan, recently in the UK media because of a divorce row – one of these millionaire divorces where the wife claims, and seems to be right, that the husband is concealing assets. Ruhan pops up in a chapter of the Greensill saga where Greensill-sourced assets are causing major problems for investment funds, once so greedy for Greensill assets, i.e. GAM and Credit Suisse.

The assets in question was debt related to Ruhan’s property investments in New York, a good example of how Greensill, although claiming to be a straightforward invoice financing firm, was in reality a debt peddler able to sell whatever he picked up. Here, it clearly didn’t hurt to have a jet to fly people around in: Greensill-jetting Tim Haywood at GAM had bought the debt, although GAM property experts had advised against the purchase.

The Ruhan connection appears to go far back in Greensill’s operations: when Lex Greensill started buying up the German bank, NordFinanz Bank in 2013, then naming it Greensill Bank AG, it turned out that surprisingly the property and hotel investor Ruhan owned a sizeable stake, 26.19%, in this little local German bank. No price given but “for deferred consideration to be determined based on the future enterprise value of the bank.” The transaction is mentioned in Greensill UK 2013 annual accounts, Ruhan isn’t identified by name but has been named later as a previous shareholder in the German bank.

The strategic use of jets and connections

In order to understand Lex Greensill’s modus operandi, it would be interesting to study the flight records of his four jets. Records show for example David Cameron’s use of Greensill’s jets. Greensill paraded Cameron around when Cameron, freshly hired by Greensill, visited Australia in 2018.

The jets seem to have been a Greensill strategy from early on to impress and woo possible business partners and, for Greensill, important people. In January 2015, Greensill Bank AG came handy: according to Greensill Capital UK, the German bank bought a used Piaggio P-180 aircraft, for nine passengers. At this time, Greensill was still in Downing street and the revenue of the Australian Greensill company in 2014 was only AU$38m. – Later he added a second Piaggio.

In 2018, Lex Greensill had various lucky breaks: he got a $250m investment from General Atlantic and hired an ex prime minister. That called for a celebration: that year, Greensill bought a $22m Dassault Falcon 7X. The following year was even better as millions turned into billions with the $1.5bn investment from SoftBank and a valuation of $4bn. He upped his air fleet, with Gulfstream G650, listed at $50m.

With the first Piaggio, the German bank leased the plane to Greensill Capital Management (IoM), listed in the 2014 accounts as an associated company of the Greensill Group. The same arrangement might have been used for the three other jets.

Last November, shareholders in the privately held Greensill Group complained over the group’s many aircrafts and demanded that the planes be sold. The jets neither looked good from an environmental perspective nor did it fit with the planned fundraising of $500m to $600m and further, an IPO planned within two years.

The use of jets figures in stories related to others whose goodwill Lex Greensill found it worth to cultivate. As mentioned earlier, Tim Haywood, the GAM fund manager, was a frequent flier on Greensill’s jets and proved exceedingly important for Greensill during the strategic years of climbing towards ever more sales of his debt.

The flight records of Greensill’s four jets, would no doubt show quite clearly who were his most strategic connections.

Greensill’s strategic use of sponsorship

Lex Greensill also treated Tim Haywood to events in high places. Greensill was awarded Commander of the British Empire in 2017, presented to him by prince Charles. As pointed out earlier, Greensill’s contribution to the UK economy, for which he got the CBE, was minuscule. That same year, Greensill Capital sponsored a concert at Buckingham Palace with the Monteverdi Choir and Orchestra. Lex Greensill invited Haywood but who Greensill’s other guests were is not clear.

By sponsoring the concert, Greensill was helping in several ways. One of the directors of the Monteverdi Choir and Orchestra at this time was David Brierwood, one of Greensill’s Downing street connections, who became a Greensill director. As pointed out earlier on Icelog, Brierwood benefitted from a generous loan from Greensill in 2014 of AU$6,096,000 with SD Brierwood (allegedly David’s spouse or other relative) receiving exactly the same amount.

It was all quite neat: Greensill had Brierwood as a director of Greensill, gave him a generous loan and sponsored the orchestra, where Brierwood was a director – and got a gig at Buckingham Palace, where he could then invite people who were important to his business. – In addition to flight records, it would be really interesting to see the guest list at the Palace concert.

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Written by Sigrún Davídsdóttir

May 2nd, 2021 at 10:00 pm

Posted in Uncategorised

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