An Elegant Solution to The CPP Crisis

First, an update on IcebergCarwash's CPP:
As of a little while ago, our CPP had increased to 1.42.
While that's better than a couple of days ago, it falls far short of the goal.

I noticed that a couple of you had posted comments with recommendations for raising our CPP. Those are good ideas, and we might even implement them. However, we had something bigger and brassier in mind. Something cutting-edge, perhaps, that would really "move the needle."


Ladies and gentlemen, I think we just might have found something.


In analyzing the components of our comments-per-post calculation, it became apparent that the posts that had received no comments at all were dragging us down. If we could only do something about those posts, everything else would fall into place.

To illustrate, if we were to remove the zero-comment posts from the calculation, our CPP would go from 1.42 to 2.31. If we also removed the posts with only one comment, our CPP would increase to about 3.10, above the required threshold mentioned in the previous post.

But how could we accomplish this? Short of deleting previously-published posts, which was expressly forbidden in the terms of our $10 billion loan, how can we make posts simply disappear?

With some fancy financial engineering, that's how.

(Please refer to the three slides located on the right-hand side of the page, directly below the poll. If you're having trouble reading them, and would like a Power Point presentation containing these slides, e-mail us at icebergcarwash@gmail.com).

(1) We will create a special-purpose-vehicle (SPV) (as shown in the first slide). This entity will not be owned by IcebergCarwash, but will be owned instead by a mostly-unrelated 3rd party. Of course, the assets and liabilities of the SPV will not appear on IcebergCarwash's balance sheet. After all, we don't own it.

(2) Not wanting to burden the 3rd party with the need to come up with the funds necessary to establish the SPV, IcebergCarwash will lend the necessary funds to the 3rd party.

(3) The SPV will be known as "IcebergCarwash Acquisition Corp."

(4) As "IcebergCarwash Acquisition Corp." sounds a bit suspicious, and might raise some red flags, we will give the SPV an exotic name. In a purely original move, we will name it after a character from the Star Wars movies. Specifically, I recommend that we name it "Lando Calrissian," who was played in the movies by Billy Dee Williams. Who is very smooth. Like velvet.

(5) Given the difficulties involved in accurately spelling the name "Calrissian," we will shorten the name of the SPV to "Lando C.".

(6) Lando C. will acquire all of the low comment-volume posts (LCVPs) from IcebergCarwash, in a "negotiated, arms-length transaction," for approximately $30 million.

(7) Rather than pay the $30 million to IcebergCarwash at the time of the purchase of the posts, Lando C. will borrow the money from IcebergCarwash, to be repaid at some unspecified point in the future.

(8) By removing the low comment-volume posts from its balance sheet, IcebergCarwash will have significantly increased its CPP. We would probably just sell the zero-comment posts at first, then follow that up, as needed, with a sale of the other LCVPs. If our CPP were to go from 1.42 to over 3.00 virtually overnight, it would probably attract too much attention. We need to go for a gradual increase, making sure to manage Wall Street's expectations along the way.

(9) Eventually, once our "core" CPP is high enough that we can afford to take the LCVPs back onto our balance sheet, we will simply unwind the SPV structure (as shown in the second slide).

(10) In unwinding the structure, we are guaranteeing a profit for Lando C.

(11) Lando C. will return the posts to IcebergCarwash.

(12) IcebergCarwash will pay Lando C. $32 million for the posts.

(13) Lando C. will repay its $30 million loan to IcebergCarwash.

(14) The remaining $2 million will go to the owners of Lando C., who at their discretion, could choose to pay a management fee to the originators of this structure. The originators of the structure, may or may not be affiliated with IcebergCarwash. We're not telling.

In reviewing this proposed SPV structure with some tax attorneys, we were told that there might be some issues with a direct transfer of the posts from IcebergCarwash to Lando C.

(Specifically, they said that there could be some "jurisdictional issues." That's a fancy way of saying, "Sure, you can do it, if you don't mind living in Eritrea for the rest of your life." I don't think they were being literal. They were probably referring to any country that doesn't have an extradition treaty with the United States.)

Therefore, we have also come up with a slightly more complex structure (see the third slide).

In this scenario, we would reorganize IcebergCarwash as a holding company. We would create two wholly-owned subsidiaries, IC USA and IC Cayman Islands. All high comment-volume posts (HCVPs) would be transfered to IC USA. All of the LCVPs would be transfered to IC Cayman Islands (where "arm's length" doesn't mean much. They've got really, really short arms in the Caymans). Then, we would go through all of the steps outlined above, with IC Cayman Islands taking the place of IcebergCarwash in the structure.

FBB and I are really excited about this idea.
We think it will work, and it seems quite original.

On that last point, someone I know mentioned that this SPV thing really isn't all that original. In fact, a few years back, some slick guys in Texas supposedly used a structure like this to great effect.

Yeah, right. Texas.
Wait, don't tell me, these guys were close to the President too, right?

C'mon, who are you trying to kid?
We didn't build IcebergCarwash into the 7th largest blog in the U.S. by being gullible, did we?