To: Sully- who wrote (50418 ) 4/24/2002 12:27:25 AM From: stockman_scott Respond to of 65232 Is There Anything Enron Didn't Do? As the Enron debacle has unfolded, it's become clear that the energy company operated in many ways like an investment bank. Now it turns out that Enron was an investment bank. FORTUNE Tuesday, April 16, 2002 By Peter Elkind and Bethany McLean As the Enron debacle has unfolded, it's become clear that the energy company operated in many ways like an investment bank. Now it turns out that Enron was an investment bank. From 1994 until late last year, FORTUNE has learned, Enron quietly operated a subsidiary called ECT Securities, a branch of Enron Capital & Trade Resources, launched by former CEO Jeffrey Skilling. The division registered with the SEC as a securities dealer to "conduct business as an investment-banking firm"--structuring M&A deals, underwriting debt and equity offerings, and even doing financial advisory work. Toward that end, more than a dozen Enron executives obtained broker's licenses--including Rick Buy, Enron's chief risk officer, who served as ECT Securities' president; Michael Kopper, the Andrew Fastow deputy who ran the infamous LJM2 partnership; Ray Bowen, now Enron's CFO; and even whistle-blower Sherron Watkins. There is no evidence that anyone at Enron got rich from their work as in-house investment bankers at ECT Securities. Those familiar with the venture say it was intended to capture fees from public and private offerings on Enron-related investments, including some involving the off-balance-sheet JEDI partnership. Indeed, most of the operation's income emanated from related-party "structuring fees." Revenue peaked at $30.4 million in 1998--$28 million from structuring fees, $1.5 million from interest income, and $938,159 from underwriting--and dropped to $8.3 million in 2000. It is also clear that ECT Securities was involved in some of Enron's disastrous investments, including a $650 million project to redevelop a steel mill in Chonburi, Thailand, operated by a Thai company known as NSM. Enron had multiple--and, arguably, conflicting--positions in the deal. Intending to both help finance the mill's expansion and build a co-generation facility next door to recapture energy from its operations, Enron bought 52 million shares of NSM stock, took a seat on the NSM board, and swallowed at least $20 million in NSM debt. ECT Securities also served as co-manager of a private $452 million NSM junk bond offering. NSM went bankrupt without ever completing the project. "Much of the money went to places unknown and unaccountable," says one attorney familiar with the deal. Bondholders, including IDS and Legg Mason, filed nine fraud suits against the project's backers. But while naming the other underwriters, most of the big-name plaintiffs, including Merrill Lynch, conspicuously eschewed naming Enron or ECT Securities as a defendant. The explanation, according to the attorney: "They had other relationships with Enron." fortune.com