In September, before the federal government bailed out American International Group Inc., then-CEO Robert Willumstad summoned a group of Sullivan & Cromwell partners to discuss raising capital. The situation was desperate for the embattled insurance company, whose stock price had plummeted 94 percent.
Among the lawyers in the room was Michael Wiseman, who was the principal partner on a last-minute salvage operation. During those first two weeks in September, Wiseman rarely stepped foot in his office at Sullivan, instead shuffling between the offices of AIG, its regulators, and occasionally another client. AIG needed capital from somewhere, anywhere, and approached a half-dozen private equity firms, sovereign wealth funds, and other potential investors about a deal.
“There were new transactions thought of hourly, and as they were thought of, we wrote up the documents,” Wiseman says. Assisting the more than 50 S&C lawyers were dozens of emotionally drained AIG employees who’d been encouraged for years to invest in AIG, only to see their shares’ value wiped out. “Nobody would be toasting champagne when any deal was signed,” Wiseman says.
Wiseman was able to draw on first-hand experience from past bank failures. He and other Sullivan lawyers advised Home State Savings Bank of Cincinnati when it collapsed in 1985, sparking the savings-and-loan crisis. And when Sweden’s banking system fell into disarray in 1992, he flew over to advise some banks on the outcome.
“We’d thought about the questions [concerning financial institution failures],” he says. But clearly, Wiseman adds, he never expected what happened in 2008 to AIG. Ultimately, the insurer couldn’t find private capital, and the Treasury Department and Federal Reserve stepped in to lend AIG $85 billion on September 16. “In retrospect, it was a bridge loan,” Wiseman says, as he found himself again advising the company when the government extended an additional $27 billion in November and $30 billion in March in its ensuing negotiations for further assistance. We don’t know yet if it was a bridge to nowhere.
See all 25 of our Dealmakers of the Year, from the April 2009 issue of The American Lawyer.
Photo: Sullivan & Cromwell