Elspeth Reeve Aug 24, 2012

Gawker’s John Cook got 950 pages of documents from Mitt Romney’s Bain Capital holdings in the Cayman Islands, but not being a financial expert, he crowd-sourced their meaning. The Internet hoards — actually, financial reporters — have found some juicy tax-dodging nuggets. Here they are:

One potentially illegal thing for Bain: Fee conversion. Private equity funds are usually paid like this: They get a 2 percent management fee, which is taxed as ordinary income at a 35 percent rate, and a 20 percent share at the profits, called carried interest, that’s taxed at as capital gains at a 15 percent rate, as University of Colorado law professor Victor Fleischer explains. But since those 2 percent fees can still be a lot of money, funds convert this into carried interest, too, by waiving the management fee in exchange for the chance to skim off the top of future profits. Fleischer writes, “Unlike carried interest, which is unseemly but perfectly legal, Bain’s management fee conversions are not legal.  If challenged in court, Bain would lose.” The New York Times‘ Nicholas Confessore, Floyd Norris, and Julie Creswell report that the funds converted $1.05 billion in fees that would have been taxed at the higher rate. That saved $200 million in income taxes and $20 million in Medicare taxes.

Fleischer notes that the Romney campaign says his money is in a blind trust, so he didn’t make these decisions. But Romney “helped engineer the funds in the first place,” and for some funds, “the fee conversion was set in place at the time of the fund’s formation — in the case of Fund VII, when Romney was the sole shareholder of the management company that actually waived the fees (2000).” The Times writes, “Romney appears to benefit from the carried interest structure in these funds, but it is not clear from the documents made public whether he also benefits from the fee waiver.”

A thing the IRS hates: Equity swaps. Equity swaps have been used to “avoid taxes that would otherwise be owed on dividends paid by American companies to foreign-based investors,” The Times reports. A 2008 Senate committee report said the main purpose of these swaps is to allow foreigners to “dodge” American taxes on American stock dividends. Congress since passed a rule to prevent that, which has partially gone into effect over the last two years.

“And total return swaps have also made shadowy appearances where investors used them to try to take over companies while skirting SEC rules and hiding their movements from prying eyes,” Marketplace’s Heidi Moore writes. But they can bee good, too. “For instance, in 2008, when Goldman Sachs saved CIT Group, Goldman chose to use a total return swap to protect itself financially in case CIT hit more bad times. The ability to structure the deal as a swap probably made it more appealing to Goldman, which made it more likely that CIT would get help rather than going out of business.”

Blocker corporations. A Bain Capital Asia document from 2009 “refers to three ‘blocker’ corporations used to invest in D&M Holdings, a Japanese electronics company,” the Times writes. These are set up in places like the Caymans to avoid the “unrelated business income tax.”

What’s in Sankaty? Gawker notes that in his 2007 financial disclosures, Romney just listed some entities, like Sankaty High Yield Partners II LP, without listing what’s in it. Marketplace explains that it doesn’t matter all that much. “What Sankaty does is basically buy up junk bonds, bad debt, and other loans at cut-rate prices and holds on to them until, hopefuly, they’re worth more money and then it sells them to make a profit on them,” Moore writes. “What’s interesting, really, is that Sankaty is like a little Bain-influenced satellite that helps Bain work out its financing troubles.”

For more on this story go to:

http://www.theatlanticwire.com/politics/2012/08/whats-been-found-bain-document-dump-so-far/56167/