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exacube 6 hours ago

I asked ChatGPT to make this more readable since it's a mix of satire and actual information:

(Clarification: I used a diabrowser.com feature to clarify the article, which uses ChatGPT underneath)

==============

Meta wants to build a huge AI data center campus in Louisiana. It costs about $28–29 billion. Instead of just borrowing the money itself and putting the debt on its own balance sheet, Meta uses a maze of LLCs and contracts to:

- Get $27.3 billion of debt raised by a special company called Beignet Investor LLC (80% owner of the project).

- Keep that debt off Meta’s official balance sheet, even though:

▫ Meta designs the campus,

▫ pays for overruns,

▫ pays the rent,

▫ guarantees the value at the end,

▫ and will basically be the only user.

In real life, this is basically Meta borrowing to build its own data center. On paper, it’s “someone else’s” debt.

Why is this off-balance-sheet?

The accounting rules say you only have to put an entity on your balance sheet if you “control” it and take on most of the risk/benefit.

Meta’s position is: “We don’t control this JV company, even though we do all the important things and take on all the risk.”

The rating agency in the piece is mocking this. They list all the ways Meta obviously controls and supports the project, then say: under current accounting rules, if Meta insists it doesn’t control it, we all politely pretend that’s true. So the $27B debt doesn’t show up on Meta’s balance sheet, even though economically it’s Meta’s problem.

Spooky23 2 hours ago | parent | next [-]

I think it’s naive to focus on “what is meta getting” from Beignet.

As an example to stimulate your imagination, Walmart has settled as recently as 2019 to resolve liability due to weak internal controls that allowed “third party affiliates” to bribe local officials and others in various ways.

master_crab an hour ago | parent | prev | next [-]

I asked almost this same question a few weeks ago here:

https://news.ycombinator.com/item?id=45628186

But the one thing that doesn’t compute is the commitment. There is a long term obligation now incurred by meta to use this infrastructure. If it’s a capital lease I assume this is now a liability on their books (and disclosures)?

Fade-Dance had a fairly reasonable answer to it:

Maybe they don't want to securitize their core assets and introduce a new favored class of investor. Ex: If they are securitizing their AI data centers as part of the initial capital raise, those investors would be higher up the capital stack. They would get the datacenter in a theoretical bankruptcy before the bond/equity holders got their cut of the liquidation. Intel securitized their new fab builds with Brookfield and Apollo and, as a shareholder at the time, it didn't feel great. No idea what the precedent is regarding Meta by the way, just a thought. Maybe they think that the lenders are a bit "overzealous", and they want to push the risk of things like write down on GPU racks entirely onto external parties who are apparently all too happy to take the risk. I'm guessing it's a mix of both, combined with the fact that we're seeing some copy and paste thinking. This is proving to be a way to get fast access to the huge private credit market. I would assume there must be some very wide deal flow pipes cranking currently, so why not tap into them if the demand is there in the other end.

bluGill 6 hours ago | parent | prev | next [-]

If the llc declares bankruptcy does meta have to pay the bank for it - or can they buy the assets at fire sale prices?

friendzis 5 hours ago | parent | next [-]

I have skimmed through the article and if I get the details through all the humor, satire and sarcasm even remotely correct, the major assets are actually the duality of payment obligations and residual value guarantees, both from meta. One could include cost overrun protection at the construction time too.

The "fire sale prices" would be so delicious as to guarantee that the entity(-ies) involved stay solvent as long as meta stays solvent.

detourdog 5 hours ago | parent [-]

My personal experience with LLC loans and banks is that the bank is using the assets as collateral and me as a backstop.

mcny 5 hours ago | parent | next [-]

I thought the whole point of LLC was to limit liability so you wouldn't be liable for debt beyond your paid up capital? Why would you ever sign a personal guarantee?

hattmall an hour ago | parent | next [-]

>Why would you ever sign a personal guarantee?

So that they will lend you the money...

It's not always required, depends on the amount and the business.

detourdog 4 hours ago | parent | prev | next [-]

The liability I’m shielded from is not debt I specifically requested. I’m shielded from unknown events.

hrimfaxi 3 hours ago | parent [-]

Why would the CEO have the personal liability here and not the board? Does Sundar Pichai have to personally guarantee loans for Google? That would be weird since the CEO could be fired.

svnt 2 hours ago | parent [-]

No, but this person’s LLC is not capitalized quite as well as Google, and the bank is adjusting the loan to account for that fact.

bdangubic 5 hours ago | parent | prev [-]

banks are not stupid… you can’t just open LLC, borrow billion bucks, spend it and then be like “oops, LLC mates, not liable”

htrp 5 hours ago | parent [-]

You can if you are Meta and are willing to litigate the hell out of it.

notatoad 2 hours ago | parent | next [-]

“If you are meta” in this case means “if you have a billion dollars already, and a credit rating that you don’t want to destroy.

Nobody is trying to pull one over on a bank here. Pricing the risk of the loan is a bank’s whole business, they’re happy to loan to meta because meta is meta, and they’re a good candidate for a loan.

hrimfaxi 3 hours ago | parent | prev | next [-]

Do you think any CEOs of gigantic corporations are personally liable for any loans made by the companies they work for? I would be incredibly, incredibly surprised to hear if that's the case.

svnt 2 hours ago | parent | prev | next [-]

More like if you are Meta and are viewed as a lucrative business opportunity by the bank.

YetAnotherNick 2 hours ago | parent | prev [-]

Then why don't they do it? It's the easiest money they can ever make. Even I can litigate the hell out of it if I get $27B, take the money and close the LLC.

richiebful1 3 hours ago | parent | prev [-]

"Me" in this case being a stand-in for the principal owner, which could be a corporation, individual, or group of individuals

typs 5 hours ago | parent | prev | next [-]

Meta doesn't actually owe the bank anything in this setup. That would be Blackrock and the other private creditors.

loeg 5 hours ago | parent | prev [-]

Mechanistically, how would the LLC achieve bankruptcy?

wmf 4 hours ago | parent | next [-]

Meta would have to not renew the lease and somehow nullify the residual value guarantee. This would leave the LLC with no revenue at all. If the RVG works there should be no chance of bankruptcy.

jmalicki 5 hours ago | parent | prev [-]

you just... file for bankruptcy like any other person or corporation?

loeg 4 hours ago | parent [-]

Yeah but when you come to bankruptcy court with significantly more assets than debt, they aren't going to let you sell the business for pennies.

I'm asking how you would believe this vehicle would go broke, which is the usual reason to go to bankruptcy.

jmalicki 22 minutes ago | parent | next [-]

Meta may have lots of assets, but the LLC may not. The ability to have one wholly owned LLC go bankrupt by itself is one of the main reasons shell corporations exist.

tjwebbnorfolk 4 hours ago | parent | prev [-]

Corporate bankruptcy happens for a lot of reasons other than being "broke". Chapter 11 is a court-supervised way of restructuring your debt. This has a lot of utility in many situations other than not being able to pay.

gruez 4 hours ago | parent [-]

It'll go before a judge and creditors would be able to object, so if it's just a ploy to get rid of debt you can be certain it'd be contested.

loeg 5 hours ago | parent | prev | next [-]

A lot of comments praising this summary, but I'll criticize it: it's still too verbose, and misses the point.

Meta wants to fund this project, but doesn't want the debt on own its books (because it would impact its vanity AA credit rating). Debt investors are happy to finance a special purpose vehicle guaranteed (in a non debt way) by Meta at a credit rating almost as good as Meta's (say, A). No one is confused this is Meta getting financing for their own project; they've just put it in a wrapper for vanity credit score reasons.

Levine wrote about it and his writing is better than ChatGPT, this snarky website, and obviously mine: https://www.bloomberg.com/opinion/newsletters/2025-10-29/put... .

illwrks 4 hours ago | parent | next [-]

So… ‘vanity’ ratings… what’s the point of them then.

rsync 4 hours ago | parent | next [-]

I think "vanity" is the wrong term because their existing credit rating, which they attempt to preserve, impacts all other borrowing (and possibly other agreements and finance vehicles, etc.) that they undertake.

So it's probably valuable to retain that credit rating.

The real issue here is how simple it is to game the rating agency in this way and how the market allows Meta to "launder" this activity through the ratings agency.

This is, in fact, a fairly close analogue to the housing crisis and the ratings laundering that was done with the CDOs[1]. The difference is, instead of drilling down to thousands of mortgages - each with different characteristics - you really just drill down to Meta ... which might not be too risky ...

[1] https://en.wikipedia.org/wiki/Collateralized_debt_obligation

illwrks 4 hours ago | parent [-]

Agreed. I know very little about financing but I’d bet if their rating fell that would trigger some debt repayment clause and the house of financial cards might wobble or fall.

…someone needs to shake the tree and see what falls out, like Peter Thiel did for SVB.

Aurornis 3 hours ago | parent | prev [-]

There are a lot of places where the credit ratings are hardcoded (to borrow a term) into funds. There are pension funds and other vehicles that might be bound to only invest in AA rated companies.

So if a company drops their AA rating it could force them out of a lot of funds and investment vehicles.

This complicated vehicle where the debt and assets are in another LLC isn’t actually tricking anyone in finance. If you’re reading about it from blogs then it’s already common knowledge. The structure isn’t actually a one way trick, it’s a set of tradeoffs and protections for the company. They probably could have achieved better terms going direct but with higher risk.

everybodyknows 18 minutes ago | parent | next [-]

> isn’t actually tricking anyone in finance.

Surely the ratings agency people are "in finance"? Or are they in on the game, and sliding their way back to 2008, writing ratings for "deals structured by cows"?

illwrks 3 hours ago | parent | prev [-]

Instinctively I try and simplify things. It this was a person with an excellent credit score, it’s as if the person is taking on extra debt to start to create something they need, but trying to hide it.

Aurornis an hour ago | parent [-]

But that simplification isn’t the whole story. If that person took on debt as part of an LLC they started, not their personal bank account, then they have certain protections in the event of default of the LLC.

They will also have to pay a premium and give up more for debt to the LLC because the lenders know this.

The same is true for Meta.

The finance world isn’t blind. None of us hear are stumbling upon hidden knowledge that the lenders didn’t already have.

illwrks 7 minutes ago | parent [-]

Ah ok, now that makes sense. Thank you.

bregma 4 hours ago | parent | prev [-]

Still too verbose. Here's a TL;DR.

Meta is borrowing a whole lot of money and they're lying about it to investors.

loeg 4 hours ago | parent [-]

No one is lying or deceived here.

toomuchtodo 4 hours ago | parent | next [-]

Ehh, tell me the credit ratings assigned by rating agencies to mortgage backed securities circa 2005-2007. Its an ecosystem with misaligned incentives, and some cohort of investor will be left holding the bag. Big Tech, investment banks, and ratings agencies will get off with no consequences when this Jenga-esq capital apparatus eventually collapses.

robocat 4 hours ago | parent | next [-]

A nice article on the underlying systemic causes of the crash:

https://archive.ph/2015.11.08-145615/http://www.wired.com/20...

SpicyLemonZest 4 hours ago | parent | prev [-]

I don't see what's Jenga-esque about this capital structure. You've got some AA- bonds issued directly by Meta having to do with their core business, and some A+ bonds issued by different entities to fund their riskier and more speculative datacenter construction. If anything, wouldn't it be harder to track the risk if both these bonds were stuffed into the same bucket?

bregma 3 hours ago | parent | prev | next [-]

Investor: Is this your debt, Meta?

Meta: (hiding debt behind its back) No. It's Jimmy's.

Investor: Now Meta, you know lying is wrong.

Meta: No it's not. All the kids do it so it's OK.

cyanydeez 2 hours ago | parent [-]

If it's related to AI, it's more like wash trading. The entire business interest in AI is making things look like there's a lot of investment when it's really just a small circle jerk of business interests.

It's just a more advanced crypto fraud.

emp17344 4 hours ago | parent | prev [-]

It’s not necessarily lying, but it’s certainly deceptive.

ejoso 4 hours ago | parent [-]

Not even deceptive. This is relatively normal business practice.

It’s easier to think of this as “project risk” as opposed to corporate risk overall.

This isn’t different than creating a subsidiary to embark on a new program, with its own debts and assets, collateralized by a parent company.

It’s effectively the same as what happens every time a major movie studio starts a new film project.

svnt 2 hours ago | parent [-]

Usually subsidiaries’ debt is not also debt on the parent company, especially when said parent is publicly traded and subject to accounting/disclosure rules.

MonkeyClub 2 hours ago | parent | prev | next [-]

I don't get why Beignet doesn't also hire Meta and pay it to build the DC.

NetOpWibby 5 hours ago | parent | prev | next [-]

Thank you, I actually understand what this is all about now.

selimthegrim 5 hours ago | parent | prev | next [-]

This is hilarious because I was at the Louisiana public utility commission meeting where the argument was basically it’s Meta borrowing the money so they’re good for it.

slurrpurr 2 hours ago | parent | prev | next [-]

reading is really hard. I'm so happy ChatGPT exists

RA_Fisher 4 hours ago | parent | prev | next [-]

They can get a better interest rate by using a specialty data center lender.

NewsaHackO 4 hours ago | parent | prev | next [-]

wow, what a great summary.

cm2012 6 hours ago | parent | prev | next [-]

Very useful, ty

CPLX 5 hours ago | parent | prev | next [-]

Is Meta actually obligated to repay the loans or not?

That’s how you can decide if this is disingenuous or not. If Meta is obligated to repay the loan and used to synthetic means to get it off the balance sheet that’s a problem.

If they have in fact successfully transferred risk to other parties then that’s what deals like this are for. It’s the whole reason the concept of limited liability exists.

I am fully willing to believe it’s the former. But that’s the test.

loeg 5 hours ago | parent | next [-]

I don't think Meta has a debt relationship with the loans involved here; that's the point. It does have strong contractual obligations to the wrapper business, though.

gruez 4 hours ago | parent | prev | next [-]

>Is Meta actually obligated to repay the loans or not?

They aren't, but they're obligated to pay leases for it (they can't just build the datacenter and then walk away), which is kind of like having to repay the "loans".

jfengel 3 hours ago | parent [-]

I'm not an accountant, but "contractually obligated to pay" sounds like a debt to me.

If the Generally Accepted Accounting Principles don't require that to manifest on the balance sheet, then it sounds like the principles aren't very good ones.

xmprt 5 hours ago | parent | prev [-]

Even if they aren't obligated to repay, they have to in practice because it'll impact their ability to get loans in the future. If the shell company declares bankruptcy and gets the loans off Meta's books no one will ever loan money to Meta again.

Aurornis 5 hours ago | parent | next [-]

They would still be able to get loans, but the terms would be much worse.

Basically, if we’re reading about it from substacks and Matt Levine’s newsletter then it’s already fully common knowledge in the finance world.

loeg 5 hours ago | parent | prev [-]

Eh, debt investors have short memories. They buy 100 year bonds from Argentina, for fuck's sake. It might limit Meta's ability to do this SPV trick.

bgwalter 5 hours ago | parent | prev | next [-]

"None of this is unusual except for the part where Meta designs, builds, guarantees, operates, funds the overruns, pays the rent, and does not consolidate it."

So ChatGPT put this sentence in list form and reordered it a bit. AGI is imminent!

AndrewKemendo 5 hours ago | parent | prev [-]

This might be the first time an explicit ChatGPT response survived being the top comment

I personally think it’s a great response and makes it clearer what’s happening

Times are changing quickly!

pezgrande 5 hours ago | parent | next [-]

One year ago was taboo to say you were using LLM to help you code, today is the other way around...

Aurornis 5 hours ago | parent | next [-]

> today is the other way around...

It is definitely not taboo to say you’re writing your own code.

bdangubic 5 hours ago | parent [-]

could get you fired in more and more places though… :)

Aurornis an hour ago | parent | next [-]

If you only see the world through crazy headlines, this probably seems true.

lawlessone 4 hours ago | parent | prev [-]

where?

lazide 5 hours ago | parent | prev | next [-]

This isn’t to code. It’s tk summarize - something LLMs are usually good at, since they’re essentially lossy text/knowledge compression at their root.

int3trap 5 hours ago | parent | prev [-]

Yeah... no it's not.

AndrewKemendo 4 hours ago | parent [-]

This is testable:

Can you link to another one?

crazygringo 3 hours ago | parent | prev | next [-]

Seriously. I thought about doing the same because I couldn't make heads or tails of the article, and then assumed it would just all be downvotes... glad to see it wasn't.

anthem2025 4 hours ago | parent | prev [-]

[dead]