Obtaining a monopoly for the production and/or sale of matches in return for loans to governments was, in its essence, not a new way of doing business. Such schemes had been around for a long time (e.g. the Mississippi Bubble of
John Law, and the
South Sea Bubble) but Kreuger was very creative inventing new ways of financing business, while making sure that he kept control of his companies.
B-shares Kreuger financed his activities by selling shares and bonds of his companies as well as through large bank loans, mainly the last two. The use of debt in addition to equity is called leverage and it magnifies both gains and losses. With respect to selling shares, he invented dual class ownership shares since he did not want to lose control of his companies. He called the class of shares with reduced voting power B shares. One of Kreuger's biographers,
Frank Partnoy, called it "an ingenious piece of financial engineering". Ivar began with Swedish Match where he divided the common shares into two classes. Each class would have the same claim to dividends and profits, but the B shares would carry only 1/1000 of a vote, compared to one vote for each A share. In this way Ivar could double the size of his capital, while diluting his control by just a fraction of a percent. Presently such shares are sometimes called
A Shares with the
B Shares having more voting power, as is the case with
Google for instance where they carry ten times more voting power than the A Shares. As already stated, these types of shares are used to this day although, unlike in Kreuger's time, there are often restrictions in some markets and/or jurisdictions nowadays. The
New York Stock Exchange, for example, allows companies to list dual-class voting shares. Once shares are listed, however, companies are not allowed to reduce the voting rights of the existing shares or issue a new class of superior voting shares. There is a wide range of dual-class share structures and their use between countries. In Canada, for example, an estimated 20% to 25% of companies currently listed on the
TSX make use of some form of dual-class share structure or special voting rights. In the United States on the other hand, where rules on dual-class shares are much more restrictive and investor opposition is more vocal, just over 2% of companies issue restricted shares.
Convertible gold debentures Ivar and Lee Higginson & Co., his investment banker in the US, decided to have International Match issue new securities called convertible gold debentures. "Debenture" is a debt instrument not secured by physical collateral or assets. They were issued to mature in 20 years and they were payable in either dollars or gold, at the holder's option. These bonds gave investors the right to receive annual interest payments of 6.5 percent from International Match, which was an attractive rate at the time. Finally, these debentures were convertible, which meant that they could be converted into shares. If International Match performed well and the value of the shares increased, investors could switch from the debentures to the more valuable shares. The convertible feature made these securities particularly attractive: they have both downside protection (because in the case of bankruptcy the bond holders were paid before the shareholders) and upside potential. In other words, the best of both worlds. "Ivar and Lee Higginson had designed their first financial mousetrap." Ivar's popularity helped Lee Higginson sell $15 million of International Match gold debentures, at a price of $94.50 for each $100 of principal amount. Investors paid $94.50 in return for the right to receive interest of $6.50 per year for 20 years (6.5 percent of the hundred dollars principal amount.). The deal raised a total of $14,175,000, i.e. 94.5 percent of $15 million.
American Certificates Kreuger invented another financial instrument, which continues to be used and is nowadays known as
American depositary receipts. That issue was called Kreuger & Toll "American Certificates". American investors had never seen an investment like this. It was part bond, part preferred stock, and part profit sharing option. The certificates enabled investors to gain exposure to a foreign company that had been paying dividends of 25 percent. It would be backed by the largest private loan to a foreign government (i.e. Germany) ever. Even in the midst of the growing panic investors went crazy for the issue and promised to buy 28 million dollars of the new securities. And this happened two days after
Black Monday in 1929.
Binary foreign exchange option The second Poland agreement also contained some extraordinary protection for International Match including a binary foreign exchange option, a kind of derivative contract, to protect International Match from any declines in the value of the dollar: "International Match Corporation shall have the right to obtain payment of interest in Dutch guilders or US dollars according to its choice and for all such payments one dollar shall be counted as 2½ guilders." To retain control of
Garanta, a company established to facilitate his deals, Ivar created another innovative financial provision, which meant that during the first four years until 1 October 1929, International Match Corporation had the right to appoint the managing director of Garanta who alone was entitled to sign for the company. On or after 1 October 1929, International Match Corporation had the right to acquire 60 percent of the shares at par. This option term secured both initial control over Garanta and the right to own a majority of Garanta's shares in the future.
Off balance sheet entities This term means that details of an enterprise do not appear in the parent company's financial statements. Some of these entities were more or less secret. The associated debt, called "off balance sheet obligations", didn't appear in any financial statements of the companies Ivar controlled other than in summary form, if at all. Albert D. Berning of the firm Ernst & Ernst, International Match's auditor, rationalized it at the shareholder's meeting in 1926. He said "it is only customary to consolidate the assets and liabilities of companies in such a balance sheet when a substantial majority of the outstanding shares are owned by the parent company. Where less than such a majority is owned, the shares are included as investments." This invention gained rapid acceptance by others, e.g.
Goldman Sachs and
Lehman Brothers. The former issued 250 million dollars' worth of complex securities (equivalent to about $ in dollars) in 1929. Lehman issued similar obligations, which immediately rose 30 percent.
Enron used them extensively and in the
2008 financial crisis they played a major role in bringing down
Bear Stearns and Lehman Brothers. == Gambling ==