Enron.
Our fourth example,Enron, demonstrates the misuse of special purpose entities. According to its CFO, Enron's substantial growth could not be sustained through issued common stock because of near-term dilution and also the company could not increase its financial leverage through debt issuance for fear of jeopardizing its credit rating. AS a result, the company sought to conceal massive amounts of debt and to significantly overstate its earnings with SPEs.
Enron's hedge of its investment in Rhythms NetConnections was the first of several such SPEs that the company established in order to avoid recognition of asset impairments and serves as an appropriate example of the misuse of this financial technique. Enron invested $10 million ($1.85 per share) in Rhythms in 1998. The following year, Rhythms went public .Enron was prohibited from selling its investment due to a prior agreement and wished to shelter its $300 million unrealized gain from potential loss.
Although the transaction is quite complicated, in essence,Enron formed an SPE and capitalized it with its own stock, covered by forward contracts to preserve the value of its investment from potential decline. The SPE,in turn,acted as the counterparty (an insurance company to hedge Enron's investment in Rhythms and to protect the company from a possible decline in its value.If the investment declined in value, Enron, theoretically, would be able to call on the guaranty issued by the SPE to make up the loss.