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Bain documents reveal tax and offshore details

A cache of internal Bain Capital documents released Thursday provides new information about the operations and holdings of the financial company founded by Mitt Romney, including details of investments in the Cayman Islands and other tax havens.

More than 900 pages of financial statements, investor reports and other documents released by Gawker.com also contain new details of investments Romney holds in a variety of Bain funds.

Although some Bain investments are known publicly, many specifics have remained secret. Citing his firm’s non-disclosure policy, Romney has declined to list the underlying assets of the Bain funds he holds in financial disclosure reports required of all federal candidates.

Some of the information contained in the newly released documents prompted University of Colorado law professor Victor Fleischer to cry foul late Thursday, saying some Bain executives avoided taxes in at least one of the funds in which Romney holds an investment, Bain Capital Fund VII.

In his blog, Fleischer highlighted a technique Bain and other private equity executives have used to convert management fees into capital gains, which would be taxed at 15 percent. That rate is less than half the tax rate that would be applied to the fees if they were treated as ordinary income.

Romney’s financial disclosure shows he had “over $1 million” invested in Bain Capital Fund VII.

Romney campaign officials said the Republican presidential candidate has had no role in Bain investment or tax decisions since he left the firm to manage the Salt Lake City Winter Olympic Games. Campaign officials said he has been a “blind investor” in Bain and other funds since 2002.

Tax experts said the technique of converting management fees to capital gains is commonly used by private equity firms.

Bain issued a statement lamenting Gawker’s release of the documents.

“The unauthorized disclosure of a number of confidential fund financial statements is unfortunate. Our fund financials are routinely prepared by auditors and demonstrate a commitment to transparency with our investors and regulators, and compliance with all laws,” the statement said. The auditing firm that prepared most of the documents declined to comment Thursday, citing client confidentiality.

The documents paint a fuller picture of the scope and complexity of Bain’s myriad investments, as well as the intricate structure of its private equity partnerships.

The financial statement of one limited partnership alone listed assets of nearly $1.5 billion in 2009. It detailed a variety of investments, including stakes in such companies as Outback Steakhouse, Fitness First health clubs and a European publishing firm.

The partnership also made a series of investments in complicated financial transactions such as foreign currency contracts and credit-default swaps — private agreements that serve as a form of insurance in case of a default.

The documents also show that Bain used a few “blocker” companies based in the Cayman Islands. These companies are often set up to protect nonprofit clients, such as pension funds and university endowments, and foreign investors from U.S. taxes.

Without the blockers, nonprofits could be subject to an Unrelated Business Income Tax, which is applied to income from certain activities, including debt-financed investments.

The blockers can also be used to protect IRA accounts. Romney has IRA investments in Bain entities located in the Caymans. But the documents offered no evidence that Romney had received tax benefits from the blockers.

A spokesman for the Romney campaign said Romney had no control over where his assets are invested.

“Governor and Mrs. Romney’s assets are managed on a blind basis,” campaign spokewoman Michele Davis said. “They do not control the investment of these assets, the investment decisions are made by a trustee. Furthermore, the trustee does not decide where funds he invests in are domiciled, the sponsors of the funds do.”

Alice Crites contributed to this report.

Tom Hamburger covers the intersection of money and politics for The Washington Post.
Brady Dennis is a national reporter for The Washington Post, focusing on food and drug issues.

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