Question regarding i) consolidation; and ii) how corporate groups can move assets around
Hi,
I recently started as a credit analyst in a commercial bank. My group focuses mostly on project finance with some run-of-the-mill corporate lending as well. I come from a non-accounting/non-finance background so I am having a lot of studying and reading to do, which I like. But a couple things I struggle with finding good material on, so I was hoping you gals and guys could help me. I am mostly looking for guidance on how these things work under IFRS as I'm not in the U.S. but don't let that stop you from providing general insights or tips of where to look further.
My first question is related to consolidation. As I mentioned, we do a lot of project financing where the clients use special purpose vehicles to hold all the project rights, debt, etc. Those SPVs are then owned by one or more sponsors while the financing is non-recourse to those sponsors. What I was wondering is under what circumstances do the sponsors consolidate the assets and liabilities of those SPVs onto their own balance sheets? My original understanding was that one of the benefits of SPV project finance is that the debt does not appear on the sponsors' balance sheets but is that always the case? And is it mostly related to ownership percentage or not?
When trying to Google this, I found the IFRS 10 standard: https://www.iasplus.com/en/standards/ifrs/ifrs10 Here it says: "IFRS 10 Consolidated Financial Statements outlines the requirements for the preparation and presentation of consolidated financial statements, requiring entities to consolidate entities it controls. Control requires exposure or rights to variable returns and the ability to affect those returns through power over an investee." So does that mean that auditors/accountants would typically apply some kind of tests to check for exposure/rights to variable returns and the ability to affect those returns through power? This would imply that it isn't simply a question of ownership percentage, correct? Is there a 'sure fire' way to structure an SPV in a way that the debt does not appear on the sponsors' balance sheet? Are there SPVs wholly-owned by a single sponsor but that are still not consolidated? And as a follow-up, if the SPV is not consolidated, do the sponsors then account for their investment via the equity method?
My second question is related to how a group of companies can move assets and liquidity between group companies. As a lender, the bank is of course quite interested in assets/collateral not being moved out of the legal entities to which it lends but what are ways that that could happen? From my understanding, capital can be moved from parent to subsidiary via equity investments (or an equity-like shareholder loan), and the other way around via dividends. Companies within the same group can also sell assets to each other but then would have to comply with some kind of transfer pricing principle or regulation. Correct? There are then also cash pool arrangements where group companies 'lend' to each other to move the cash to where it is needed at a given moment of time, such as operating subsidiaries 'lending' money to their parent in order to move/consolidate it further 'up the chain', so to say. But is that a permanent way to move cash, or only to manage daily liquidity needs while dividends are the only 'actual' way of moving profits/cash to parent companies (e.g. so that these can then pay dividends to shareholders)?
What are other ways that assets could be moved out of a company a bank lends to? Could the entity for example 'demerge' a particular department (i.e. split into multiple legal entities?) and thereby remove some of its assets from where the lending bank could access them?
I realize that answering these questions would probably take quite a bit of time and effort so please feel free to just send me links to reading material instead.
Thanks in advance for any help!
(In case you recognize my questions, I posted them first on reddit but got zero responses.)
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