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57 billion in cash so the German drugmaker Bayer could pay for its purchase of Monsanto in the biggest all-cash acquisition of all time. While not advising on the deal, JPMorgan was chosen to handle the operational complexity of moving around the money. The bank has been investing in its treasury-services business for times like this. All before Monsanto shares opened for trading. Here’s how the bank pulled off what could have been an operational nightmare.
The account is based on conversations with people directly involved or briefed on the process, who asked to speak anonymously to describe private transactions. The money starts moving It’s the morning of Thursday, June 7. For the past few weeks, Bayer executives had called on the lenders who committed to financing the acquisition, reminding them of their obligation. As regulators signed off on asset sales that were a precondition of antitrust approval, Bayer’s treasurer, Christian Held, gave lenders an even firmer deadline. Now that deadline has come, and in the early-morning hours in New York, London employees wake up for business and start collecting the money.
European finance capital, lenders in Asia and Europe begin wiring money into an account at JPMorgan’s London branch. At the same time, JPMorgan opens an internal call known as a bridge joined by members of various teams including operations, credit, and fraud prevention. The banks use instructions and an account number given during planning calls and emails earlier in the week. The money comes from loans, promised to Bayer more than a year and a half earlier to back the firm’s purchase of Monsanto. In the old days, things would have played out much more slowly. A bank acting as an agent like JPMorgan would have collected the money over the course of several days leading to the deal closing, making the transfer much more simple operationally, the people said.
But with the passage of capital rules in the years after the financial crisis, firms have been discouraged from holding overnight cash. That makes it necessary to collect the money during a single day, a much tighter time frame. The sun begins to rise in New York As JPMorgan receives the complete amount from each of the 30 syndicate banks, it transfers the money from the London account into a corresponding one in New York. Dashboards managed by the bank show the money arriving, sending the account balance climbing higher like a fuel gauge showing a car’s gas tank.
By the time the sun begins to rise over the New York skyline, JPMorgan employees in Europe are ready to hand off to their US colleagues. New York time, all of the money is in. Forty-five minutes later — less than six hours after the funds began flowing into JPMorgan’s account —Bayer’s lawyers conduct a call with representatives of the bank and Computershare, a record keeper, on the line. They execute closing paperwork, similar to the closing of a home purchase. Still missing is money sitting in money-market mutual funds where Bayer stashed cash for the acquisition.