Last week, I blogged about the latest downgrades to affect Alesco Financial's (AFN) portfolio of CDOs. Both Kleros I and Kleros II, Alesco's MBS-related CDOs, contained tranches that were downgraded significantly.
Looking back to AFN's 2006 10-K, I noted the following ominous warnings:
Our investments in TruPS, RMBS and leveraged loans or in corporate entities, such as CDOs and CLOs, that hold TruPS, RMBS and leveraged loans, are subject to limitations because we conduct our business so as to qualify as a REIT and not be required to register as an investment company under the Investment Company Act of 1940. TruPS, leveraged loans and equity in corporate entities, such as CDO and CLO entities, created to hold TruPS, RMBS and leveraged loans, do not qualify as real estate assets for purposes of the REIT asset tests.
A substantial portion of our borrowings are in the form of collateralized borrowings. If the value of the assets pledged to secure our borrowings were to decline, we would be required to post additional collateral, reduce the amount borrowed or suffer forced sales of the collateral. If sales were made at prices lower than the carrying value of the collateral, we would experience additional losses. If we are forced to liquidate qualified REIT real estate assets to repay borrowings, we may not be able to maintain compliance with the REIT provisions of the Internal Revenue Code regarding asset and source of income requirements. If we are unable to maintain our qualification as a REIT, our distributions will not be deductible by us, and our income will be subject to U.S. federal income taxation, reducing our earnings available for distribution.
Alesco has acknowledged that it is evaluating the risks and benefits of converting its structure from a publicly-traded corporation, that has elected to qualify as a REIT, to a publicly-traded limited liability company, or LLC, that intends to qualify as a partnership for U.S. federal income tax purposes. Such a move would be similar to the conversion undertaken by KKR Financial Holdings (KFN) earlier this year and would allow Alesco to add higher-yielding leveraged loan and equity tranches to its portfolio. Conversely, the conversion may also allow Alesco to retain more mezzanine and equity paper, which it cannot sell in the current credit environment anyway. In any case, Alesco needs to make the decision quickly, or continued downgrades of Kleros CDOs may make the decision for them.