It was just after the labour day long weekend when Purdy Crawford, returning to Toronto with his wife from their farmhouse in their home province of Nova Scotia, took the call.
It was a job offer the 75-year-old had to take seriously. It had the tacit approval of the Department of Finance, the governor of the Bank of Canada and the signatories of the Montreal Accord (comprising dozens of institutional investors, including the massive Caisse de dépôt et placement du Québec).
The investors needed somebody to navigate them through the restructuring of debt wrapped up in asset-backed commercial paper, in which they had combined stakes of more than $40 million. They asked if Crawford was available.
The ABCP, a form of short-term debt, was effectively frozen. And to keep markets liquid, the Bank of Canada had to intervene several times, injecting several billions of dollars into the Canadian economy throughout the summer. Crawford’s task was to get that debt moving again.
“I knew I didn’t want to go into this blind,” says Crawford, a lawyer in his second tenure at Osler, Hoskin & Harcourt LLP, the same Toronto-based law firm he joined slightly less than 50 years ago. “I knew it would take energy and time — and working with people for quite some time.”
Crawford spoke to friends, colleagues and experts, and took the following weekend to think about the proposal, this time taking turns at a downtown condominium and at his home near Caledon, Ont., about 50 kilometres northwest of Toronto.
Crawford’s experience includes managing a complicated file or two. He has held various executive roles at Imasco Ltd., which at the time included Imperial Tobacco Canada, Shoppers Drug Mart Corp. and Hardee’s, the U.S. fast-food chain. He rose to chairman and CEO in 1987; he then retired as CEO in 1995 and as chairman in 2000.
A highlight during his tenure at Imasco, he says, was the 1986 acquisition of Genstar Corp., a land-development company that included CT Financial Services Inc. Paul Pare, Imasco’s CEO at the time, was recuperating from heart surgery, but they had talked about acquiring a financing arm, so Crawford did the research on Genstar. It was a shrewd move, partly because Imasco managed to sell off Genstar’s cement, shipping and real estate businesses. “To make the price reasonable, we had to sell the other businesses,” Crawford says. “I got lucky. We got good prices.”
A companion of the Order of Canada, Crawford has also pulled together arguments from competing interests for the public good on many occasions. He chaired the Securities Industry Committee on Analyst Standards that helped thicken the Chinese wall between investment banks and the sell-side brokerages. Most of the recommendations made by the Five-Year Review Committee Under the Securities Act, which he also chaired, have been implemented.
Most recently, Crawford was on a cross-Canada tour to gather opinions and facts on the argument for a national securities regulator. He pauses to wonder if federal Finance Minister Jim Flaherty is helping matters much.
“It’s becoming too politicized,” Crawford says. “It may not be the way to get things done.”
Ultimately, Crawford, the father of six and grandfather of 15, could not resist another challenge. As a result, his reality for the past two months has considerably less charm than the hometown he often harkens back to — the village of Five Islands, N.S., which is located on the north shore of the Bay of Fundy.
As chairman of the Pan Canadian Investors Committee, Crawford has been holed up for as many as 10 hours a day in secrecy with investors’ representatives from across the country. They’ve all been seconded from their jobs, have signed confidentiality agreements, and had their e-mail and telephone lines changed and rerouted.
“It’s just fundamental,” Crawford says. “You don’t get information that’s important to do valuations, for example, unless you’ve satisfied people that your regime is tight for confidentiality.”
The investors are working out deals among lenders, borrowers and issuers, sifting through the sensitive debt covenants on a total of 22 versions of ABCP, each backed in some way by receivable payments from credit card loans, mortgages or other consumer debt.
Crawford says that most of the assets are good, and the investors generally agree with that now. Yet, it was the mortgage debt tied up in the murky ABCP that halted markets back in July. No investor wanted to be left with the proverbial “hot potato” when U.S. consumers started defaulting on their highly leveraged mortgages. On top of that, some of the debt in the paper had been leveraged, so market risk was high, albeit unknown, at the time.
@page_break@“The person on the other side of the leverage instrument can call for contributions. That’s where the value [of the paper] can drop dramatically,” Crawford explains. “It’s why we have to keep everybody calm and work our way through this.”
In mid-October, Crawford made a breakthrough. He managed, via one-on-one meetings with executives, to persuade international banks with a stake in the debt to play fair. It wasn’t easy, Crawford says, but he had to make them understand “how, from a public reputation point of view, they should be behaving. And they did.
“The big job is not to be a technical expert here,” he adds. “Although I’m learning a lot, my big job is getting the confidence of the investors, getting the confidence of all the other groups involved, riding herd on everybody and getting people who are smarter than me working for me.”
He refers to legal advisors Jim Riley and Stephen Halperin, but he also makes special note of New-York based JPMorgan Chase & Co., the committee’s financial team.
Almost immediately after the international banks bought into the committee’s concept, all parties agreed to extend to Dec. 15 an Oct. 15 deadline that had prevented them from calling their portion of the debt.
Less than a week later, the committee announced that it had managed to unwind Skeena Capital Trust’s $2.1-billion debt. Investors would see their capital returned, plus interest, minus some costs related to the restructuring. “Skeena was a one-off,” Crawford says. “There will be some others like that, but there will be others that include a lot of conduits” — referring to ABCP instruments that have amalgamated consumer debt from various sources.
In early November, Crawford says, the committee will be no further along. “Not that we’re disclosing publicly,” he adds.
The overall goal is to ensure that holders of ABCP see their investments realized with “no losses or small losses.” For that to happen, people with conflicting interests need to work together rather than sue. “Rather than going into a long litigation right now and upsetting the market, and maybe getting 50¢ on the dollar rather than 98¢,” he says.
If that sentiment seems counterintuitive for an experienced lawyer, it’s not. Crawford follows the trail of his interest in mediation back to his days in law school, when he wanted to be a labour lawyer. He was taught the subject by Archie Cox, an inspiring professor who later became the chief Watergate prosecutor. And as a junior lawyer, Crawford recalls, he was involved with some arbitration for collective bargaining agreements for small companies.
“Life is full of twists and turns,” says Crawford, reflecting about his career. If a few things hadn’t worked out along the way, he says he probably would have gone back to Nova Scotia, taken up a small law practice and then gone into politics. That’s a passion for many Nova Scotia lawyers, especially when they’re from “Stanfield country,” he adds, referring to former premier and federal Tory leader Robert Stanfield.
And that’s what makes Nova Scotians different from other Canadians, he says — they never really leave home. IE
Purdy Crawford to the rescue
Cleaning up the ABCP mess is just the latest high-profile task in Crawford’s illustrious career
- By: Gavin Adamson
- October 29, 2007 October 29, 2007
- 12:02