Subscribers have noticed that it’s been quiet on this site for a while. This is because I spent much of the last month researching the #CryptoCrash, and the last week and a half engaged in an increasingly maddening search for a civilized and respectful way to write about one particular actor: Circle Internet Financial, makers of USDC, at $55 billion the second-biggest stablecoin in the world.
I’m giving up the hunt for “civilized and respectful.” That dog lived a long life, but it now must be taken out and shot. I’ve dealt with many frustrating institutions, from Bank of America to the press office of the FSB, but none produced such headaches. They’re the mother of all black boxes, and God help anyone invested in them.
Trouble started with one question. On April 12, Circle announced it had raised $400 million with investments from BlackRock, Fidelity, Marshall Wace and Fin Capital, noting BlackRock and Circle had entered into a “broader strategic partnership” that would include “exploring capital market applications for USDC” that would “drive the next evolution of Circle’s growth.” This would involve the establishment of a new, BlackRock-managed, government money market fund, the Circle Reserve Fund, through which BlackRock would become “a primary asset manager of USDC cash reserves.”
Sources called with concerns. The fund’s registration statement says “shares are only available for purchase by Circle Internet Financial, LLC.” Not only is this unusual — one legal expert I spoke with said he’d “never seen such a fund… available for sale solely to a single entity” — but it raised a potentially troublesome issue for USDC holders. If Circle is to be the sole counterparty to a reserve fund, that would mean reserves would belong to the company, not its users. This could raise the same issue that recently dogged its partner, the digital exchange Coinbase, when it revealed in an SEC filing that “In the event of a bankruptcy, the crypto assets we hold in custody on behalf of our customers could be subject to bankruptcy proceedings and such customers could be treated as our general unsecured creditors.”
The firm insisted “your funds are safe with Coinbase,” but as noted in another story coming out today, the damage was done, and the news triggered market mayhem. Coinbase isn’t the same kind of company as Circle, but the issue of bankruptcy remoteness is relevant to both. It’s at the core of the whole dilemma of the cryptocurrency markets. Certainly the question of who actually owns and controls reserve assets exists, or seems to exist. Here Circle is unlike some competitors, whose user agreements specifically spell out that reserves are, say, “fully backed by US dollars held by Paxos Trust Company, LLC,” or “custodied pursuant to the Custody Agreement entered into by and between you and Gemini Trust Company, LLC.” Those describe trust agreements, which are truly bankruptcy remote.
Circle’s BlackRock fund suggested a different arrangement. Also, the new fund would be “permitted to invest up to one-third of its total assets in reverse repurchase agreements.” Would Circle be making use of that provision?
After 2008, we learned some firms really hated being boring old depository banks, because regulators didn’t allow them to do anything really risky with giant sums of customer cash they held that could easily earn huge returns at scale. It’s like walking into a casino with a trillion dollars in chips and being barred from all the really fun tables. This is how the so-called “London Whale” episode took place. A wing of JP Morgan Chase called the Chief Investment Office, whose ostensible purpose was to reduce risk at the company, started to make enormous returns of $400 million or more on trades its officers didn’t feel were directional bets at all, but hedges. The company felt these trades were only sort of risky. “We believed that what we were doing at the time was consistent with [American accounting practices],” is how one executive later described their attitude.
Then those “hedges” turned into giant suckholes of loss, and instead of unwinding them, the bank doubled down, and next thing you knew, they had a $12 billion bomb crater and Elizabeth Warren was screaming at an eye-rolling Jamie Dimon on television.
After 2008, remember, Chase had the reputation of being Wall Street’s “good bank,” or at least the non-stupid one, with the New York Times even describing Dimon as Barack Obama’s “favorite banker.” But the London Whale episode revealed the company’s extreme impatience with the idea that they owed it to anybody, either regulators or depositors, to refrain from engaging in certain types of risky behavior. This impatience was written all over executives’ faces at subsequent Senate hearings.
The big tell, always, is when finance executives start giving what one analyst described to me as “nuanced answers to yes and no questions.” In the Whale episode, Michigan Senator Carl Levin had to ask repeatedly if the bank had lied when it said in a public conference call that the chief banking regulator, the OCC, was getting data about those infamous trades on a “regular and recurring basis.” Chase Vice Chairman Douglas Braunstein kept talking around the question, first saying “I believed it to be a true statement at the time” that the bank was being “fully transparent” with regulators, then hedging again and again and again, before finally conceding, “They did not get the detailed positions regularly.”
Getting back to Circle, I reached out with simple questions. Do USDC holders bear bankruptcy risk, or not? Will they be making money lending their reserves or not? The firm at first was solicitous and seemed anxious to educate about their company structure. Then the answers became contradictory. Then they became “nuanced.” Finally there was so much spin, the company’s name began to make unpleasantly ironic sense.
For instance, Circle “is not a trust,” but believes it holds funds in trust; USDC both is and is not a virtual currency (it may be a “stored value product”); and in the unlikely event of a bankruptcy, USDC holders would be “shielded from Circle creditors,” although nothing is bullet-proof and of course there’s risk. How are USDC holders shielded from Circle creditors and “separated from a bankruptcy estate”? According to the firm, customers first of all are guarded “per the protections afforded under state money transmission laws.”
Without being cheeky, this is a little like saying the DMV is making sure you’re driving safely. Moreover, Circle is only regulated in the states where Circle has licenses, and the firm has obtained licenses only in those states were licenses are required (what happens to USDC holders in Wisconsin, Minnesota, and Wyoming, for instance?). Beyond that, by their own public admission, “not all states in which we are licensed regulate virtual currency activity as money transmission.”
Regarding the BlackRock fund’s provision allowing them to borrow up to a third of the reserves, I learned that government money market funds typically do not borrow, but also that the company would enjoy access to the Fed and its repo borrowing program.
