Reporting: See-Through Finance

The market's distaste for complex financing could raise your company's cost of capital, even if you comply with new reporting rules.

Must structured finance be obscure, or even misleading, to be effective? It certainly was misleading at Enron — and, until the transactions involved were made less obscure, quite effective. Citigroup and J.P. Morgan Chase & Co. lent more than $8 billion to Enron between 1992 and 2001, but set the financing up to look like a series of gas trades that could be recorded as revenue. So Enron’s debt of $10 billion in 2000, for example, was understated by $4 billion, while its cash flow from operations of $3.2 billion was overstated by almost 50 percent — which kept its credit rating higher than it should have been, too.

The banks disavow any responsibility for the fact that these transactions ultimately helped bankrupt the energy company. But the only purpose of the deals was to mask debt as cash from trading operations. That wasn’t immediately apparent in testimony before a Senate committee, where executives of both banks spent much of their time erecting a general defense of structured finance instead of explaining the objectives of their deals for Enron. “Structured financings have been used over the past several decades by virtually all sophisticated companies as a way of raising money,” testified Rick Caplan, a Citigroup managing director.

Whether that way of raising money is legitimate is another question. For that to be so, the deals have to serve some purpose other than hiding the debt they create. That applies to all kinds of deals, not just those Enron employed. And the current backlash against such financing will make it incumbent upon corporate finance executives to make that purpose clear.

Those who use asset securitizations, synthetic leases, or other common structured financing techniques surely would prefer not to hear them equated with Enron’s transactions. But the scandals have cast a pall over this entire sector of the capital markets, and are provoking major changes. For starters, the Financial Accounting Standards Board (FASB) plans to finalize tight new rules for special-purpose entities (SPEs) — the vehicles typically used to engineer the deals by taking the assets and debt involved off companies’ balance sheets — by year’s end. And the recently passed Sarbanes-Oxley Act of 2002 calls for a Securities and Exchange Commission study of off-balance-sheet disclosures in a year’s time. Even the banks are deflecting the bad publicity by demanding specific public disclosures from their corporate clients. All this will make it much tougher to justify — or even find — structured finance deals.

The Chicken or the Egg?

Most such deals raise capital in spite of constraints posed by credit ratings or financial covenants. But it’s impossible to separate structured finance from the accounting methods corporations use to achieve it. That raises the chicken-or-egg question underscored by recent scandals: Can the deal stand on its economic merits or does it depend on favorable accounting?

“The fundamental rationale for structured financing is the value it creates” by unlocking otherwise inaccessible capital, argues Andrew T. Feldstein, head of structured financing products at JPMorgan Chase. “The vast majority of structured finance transactions were done for good economic reasons. The anecdotes you hear about are the ones that were done badly.”


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