The difference comes down to the meaning of an accounting concept: ongoing concern.
More below the break (yes, this might get wonkish. It’s me, after all.)
The Big C and AIG are both large entities with several pieces. Some of those pieces are successful; some of them are AIG Financial Products. Some of them—Citibank branches and office space, for instance—fall somewhere in between.
What we do know is that it is currently not possible to slice and dice The Big C so that something would be left that would be an “ongoing concern.” Those assets that are part of the company are dwarfed by the liabilities, and run across business lines. It’s not as if you could just magically, say, sell Smith Barney, spinoff any remaining insurance business, and ritually execute Vikram Pandit and produce a working company from the remains. At best, it’s a Good Start. There’s a reason I refer to the company as The Big C: it’s in the lymph nodes, the brain, the lungs, and the brain. You probably couldn’t even survive with “just” the Retail and Private Banking operations.
Any auditor who releases The Big C’s next 10-Q and describes the firm as a(n) “(on)going concern”**—with the attendant implication that there is a functional business model there and that the firm can create the future unencumbered* cash flows to remain viable—should be barred from the accounting profession.
AIG is different. Think Enron: there are pieces of the business that are still viable (now, the insurance and re-insurance pieces; then, the power plants and transmission facilities), but they are dwarfed by the losses at AIGFP. So there is a viable, separable business that is making pennies while the rest of the firm loses Benjamins.
The difference is that there is a possible end in sight. AIG-Prime could go back to doing the things AIG knew how to do, and stay away from the things that made Hank Greenberg rich and pauperized U.S. taxpayers.***
So, if we were to assume that a leaner, less mean AIG will come out of this, can we look at the plan changes and say they point toward a goal?
Unlike The Big C, the answer is clearly “yes.”
Under the deal, the interest rate on AIG’s credit line from the government would be cut to match the three-month London Interbank Offered Rate (Libor), now about 1.26 percent, a source with direct knowledge of the matter said.
This is perfectly reasonable for the moment: AIG is a financial institution, the reconceived version will be a financial institution of respectable size and strength, and the current version has the strong support of the U.S. government, which can borrow well inside LIBOR. While I suspect the final company will end up looking more like State Farm than Morgan Stanley, it’s not out of the question that it could borrow at LIBOR, which is approximately a AA rating level anyway—a perfectly reasonable assumption for the reconstitution of a formerly-AAA company with some carryover liabilities.
The additional equity commitment would give AIG the ability to issue preferred stock to the government later, the sources said.
This would presumably be the reverse of the deal with The Big C: “equity” for debt. Again, a sign that regulators expect there to be a survivor/successor firm of the current mess.
The most interesting quote in the piece is:
[Robert Haines, senior insurance analyst at CreditSights] said. “The counterparties on most of the book are (European) banks that would be hammered if the U.S. walked away.”
Note that Mr. Haines does not speak of AIG as an independent entity. Note also that, in supporting the AIGFP fiasco/deals, the U.S. can reduce the overall size of the bailout needed while ensuring that domestic entities retain full access to capital markets. It doesn’t make anyone happy, but the option is worth keeping open.
Then we get to the meat of the deal:
AIG will also give the U.S. Federal Reserve a preferred interest in its American Life Insurance Co (Alico), which generates more than half of its revenue from Japan, and Hong Kong-based life insurance group American International Assurance Co (AIA) in return for reducing its debt, they said.
The U.S. doesn’t really want to own either of these, but they have a promise to be valuable assets.
The government likely will get a 5 percent cumulative dividend on its ownership stake in Alico and AIA, said one source. AIG had been trying to sell Alico and part of AIA in a bid to raise money to pay back the government.
Sales of these assets are still a possibility, with some bids already received, said one person. [italics mine]
Think very carefully about the italicized part above. Markets clear—but they don’t always flow well. Combining the two, it appears that the government is effectively giving AIG a bridge loan on those two entities. In the worst case, it will become a “pier loan” (h/t CR), but that’s not the way to bet, especially if others follow the Chinese model of buying international assets while they are cheaper.
The rest of the moves look as if the outlines of the new company are already falling into place:
AIG may also securitize some U.S. life insurance policies and give them to the government to further reduce its debt, the source said.
The company may securitize up to $10 billion under that plan, one of the sources said.
The debt-to-equity swap would help AIG repay much of the roughly $38 billion it has drawn from its government credit line, the source said.
Translation: we know this business, and can do it well and continue it.
Last year, AIG said it planned to sell all assets except its U.S. property and casualty business, foreign general insurance and an ownership interest in some foreign life operations, to pay back the government.
While the company has announced some sales, it has found it difficult to find buyers and get a good price for assets amid the financial crisis.
Translation, again: if the market ever comes back, this is what we plan to look like. And we will again be a “going concern.”
In short, unlike The Big C, there is a plan, there are moves afoot to move closer to the end game, and targets by which they plan to keep the viable parts of the business going. For instance,
The company now plans to spin off up to 20 percent of the property-casualty business in an initial public offering, said a person with direct knowledge of the plans.
The business would be renamed to differentiate it from AIG, and have its own board of directors.
So long as that board doesn’t include Hank Greenberg, I’ll be cautiously optimistic. The other piece of spinoff is more problematic:
To aid the auction of at least one major asset, the government could help potential buyers of aircraft lessor International Lease Finance Corp with financing, the sources said.
ILFC has some debt coming due in 2009 and, if needed, AIG could use its new equity commitment to help potential buyers with that, one of the sources said.
This is a piece that probably still needs to exist for non-business reasons, at which point we might be able to argue that there could be a Public Good in government support of its sale. Under any condition, it doesn’t fit into the trimmed-down model of AIG-Prime that appears to be envisioned.
None of this means there won’t be another round—asset sales are very dependent on buyers—or that they should be paying non-contractual bonuses this month (which they are). The company still needs to reach its full restructuring, and this is not exactly a prime time to be a seller in the marketplace. But at least this restructuring/new bailout has a clear Endgame in sight.
*I use “unencumbered” in place of the usual “free” for the sake of clarity.
**It appears that “Ongoing concern” is used in the U.K., “going concern” in the U.S. I won’t pretend to know which will be the standard as accounting standards are
***This is, of course, another case where I will point to the results and ask how anyone can take “we’ll get 2/3s of the money back” seriously. But that dead horse has been soundly beaten for the moment, so I’ll leave the tanning of the hide to Yves (She likes the new deal a lot less than I do) and Paul (who hasn’t discussed it yet, since he’s still rewriting 2 Henry VI and checking out The Great Solvent North) and the rest.