Articles Posted in Current Investigations

Did you invest with Darren Oglesby (Monroe, LA) and/or Money Concepts Capital Corp. and suffer losses in GPB Capital or other private placement transactions?  If so, we may be able to help you recover your losses.

Shepherd, Smith, Edwards & Kantas, a national law firm dedicated to representing wronged investors, is investigating claims on behalf of current and former clients of Darren Oglesby and/or Money Concepts Capital Corp.  who were sold GPB Capital and other private placements, such as non-traded real estate investment trusts (“REITs”).  Private placements, such as GPB Capital, are often marketed to investors as safe ways to obtain a higher return.  In truth, these investments are high-risk securities and typically illiquid and impossible to accurately price.

GPB Capital is a good example of what can go wrong with such private placements and why they are supposed to only be sold to very sophisticated investors willing to take high risks.  For GPB Capital, the company raised a reported $1.8 billion from investors nationwide.  Nevertheless, it has been more than a year since the company failed to make required SEC reports.  Since then, financial information has been consistently delayed, the company’s auditor quit, several regulators have opened investigations into GPB Capital, the FBI raided the company’s offices in New York, a former business partner accused the company of being a “Ponzi scheme” and a current business partner has publicly reported accounting irregularities.

David Rosenberg, the CEO of Prime Automotive Group and a business partner of GPB Capital Holdings, is suing the private placement issuer in a Massachusetts Superior Court. According to Rosenberg’s complaint, GPB Capital has been operating a Ponzi-like scam that involved using investors’ funds to pay other investors and enhance its auto dealerships’ performances. Rosenberg is now the second former GPB Capital business partner to allege in public filings that GPB is essentially operating a Ponzi Scheme.

GPB Capital is a New York-based issuer of risky private placements that is invested primarily in auto dealerships and trash hauling companies. The firm has been under close scrutiny in the wake of allegations that it engaged in financial misconduct and as the value of its numerous GPB funds have dropped significantly from around $1.8 Billion down to about $1 Billion.

The U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Federal Bureau of Investigation (FBI), the New York City Business Integrity Commission, and the New Jersey Bureau of Securities are all investigating GPB Capital and its various funds. Additionally, Massachusetts Secretary of the Commonwealth William Galvin is investigating more than 60 brokerage firms whose brokers sold GPB private placements to investors. The “temporary” cessation of distributions to investors, since late last year, the firm’s failure over the last two years to provide financial statements, and its auditor’s resignation without completing its audit last year have only served to raise questions and increase concerns.

According to InvestmentNews, alternative asset management company GPB Capital Holdings has notified investors and custodians that its different private placement funds have recently suffered 25-73% losses in value. It’s largest funds, the GPB Automotive Portfolio and GPB Holdings II—together, these two raised $1.27B from investors—have experienced 38% and 25.4% drops, respectively. Such significant losses are clearly not good for investors, who, collectively, have invested about $1.8B in all of the GPB funds.

These private placement funds are invested mostly in waste management and car dealerships and they, along with GPB Capital Holdings, have come under intense scrutiny by both the government and investors. Set up in 2013, the company last year suspended all redemptions involving its funds. An auditing company retained by GPB Capital stepped down in November not long after questions regarding the company’s accounting practices and sales methods arose.

About 60 broker-dealers have sold GPB funds to investors. Advisers usually make a substantial commission for selling the private placements—a typically higher rate than what they’d get for selling mutual funds.

Investment News is reporting that broker-dealers and their brokers that sold GPB Capital Holdings private placements to investors have collectively been paid $167 million in commissions. That large number represents 9.3% of the $1.8 billion that supposedly accredited, wealthy investors paid for these risky private placements. Recent reports had estimated that the commissions paid were lower, at around $100 million (about 7% per transaction), but GPB Capital has apparently confirmed the much larger number.

While brokers and broker-dealers are allowed to make up to a 10% commissions for selling financial products to clients, very few investments pay such a high rate. However, private placements, such as GPB Capital, entice brokers and their firms to sell such risky investments by offering much higher commissions and fees.

For private placements, it is not uncommon for financial representatives to earn around 7% in commissions, with another 2% going to the brokerage firm. In comparison, mutual funds and other similar investments typically pay less than half as much in commissions.

Trouble is brewing with a number of nontraded real estate investment trusts (REITs) and now, investors are filing claims for their losses. One of the REITs, NorthStar Healthcare Income, Inc., suspended distributions to investors on February 1.

Closed to new subscriptions since December 2015, the publicly registered REIT was set up to acquire, originate, and oversee securities in the healthcare industry. Northstar told investors that challenges involving performance and operations had resulted in a reduced estimated value/share in 2018 compared to 2017—from an $8.50 NAV/share at the end of June 2017 to $7.10 NAV/share in December 2018.

The nontraded REIT’s board cited a number of reasons for the decrease: a cash flow affected by the senior housing market, labor costs related to the investments that have impacted the REIT’s portfolio, more cash flow issues—this one impacting the skilled nursing industry—and assets’ income losses.

After failing to cooperate in a probe into allegations of securities violations, George Merhoff, a former ex-Cetera Financial Group adviser, has been barred by the Financial Industry Regulatory Authority (FINRA). He was fired by the brokerage firm in April for allegedly issuing an undisclosed payment to a firm customer.

With over 21 years working in the brokerage industry, Merhoff was a registered Cetera broker for seven years. Before that, he was registered with Pacific West Securities, where he worked for 13 years, and at AAG Securities for less than a year.

Merhoff’s BrokerCheck record shows 27 customer disputes filed since December 2015 that have either been settled or are pending. Allegations include the following:

In March 2019, Newbridge Securities Corporation (“Newbridge”) filed its Form X-17A-5, commonly called a firm’s Focus Report, with the Securities & Exchange Commission (“SEC”).  The Focus Report showed that in 2018, Newbridge had almost $33 million in revenues, yet reported only about $108,000 in net profits.

The accounting firm that audited Newbridge disclosed in its “Opinion on the Financial Statements” that “there is substantial doubt about [Newbridge’s] ability to continue as a going concern.”  This means that the finding from the CPA firm of Newbridge in financial trouble means investors that hold accounts with the firm should be concerned.

Newbridge is a Boca Raton, Florida based brokerage and financial services firm.  Although the firm claims to have “over 80 locations in the US”, its website only lists offices in Boca Raton, Ft. Lauderdale, Scottsdale, Chicago and a few locations in New York.


Shepherd, Smith, Edwards & Kantas Investigating Firms Selling Harvest Volatility Management Strategies’ Collateral Yield Enhancement Strategy

The law firm of Shepherd, Smith, Edwards & Kantas (“SSEK Law Firm”) is investigating several firms that have been selling Harvest Volatility Management Strategies as a safe way for customers to earn extra income from their investment portfolio.  The long period of historically low interest rates that have existed since at least 2008 has resulted in the creation of a number of brokerage firm products that are meant to combat the low return investors receive in traditional income investments, such as money markets or CDs, but provide similar safety.

One such investment product that has become popular, but proven to be far riskier than represented to investors, is the so-called “Yield Enhancement Strategy”, or the “YES” investment.  We have previously written on the UBS Yield Enhancement Strategy and the number of investors who lost significant money with that investment when the real risk of the product was revealed in February 2018.

Patrick Dibre, a former business partner of GPB Capital Holdings, is accusing the asset management firm of operating a Ponzi Scam. Dibre made his claims in his counter-suit filed against GPB after the company sued him.

GPB Capital is at the center of a growing controversy surrounding brokerage firms that sold its private placements, raising $1.8B in the process. The asset management company, which invests primarily in auto dealerships and waste management companies, has been under fire since late last year when it suspended its sale of the private placements, as well as redemptions to investors. It also is under investigation by the US Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), state regulators, and the Federal Bureau of Investigation (FBI).

The following GPB funds are under investigation:

The Puerto Rico Government Employees and Judiciary Retirement Systems Administration, a pension plan for retirees of the U.S. territory’s government, has filed a proposed securities class action in federal court against Bank of America (BAC), Goldman Sachs (GS), Citigroup (C), Barclays Capital, Inc. (BARC), BNP Paribas Securities Corp., Bank of America Securities, Credit Suisse Securities, FTN Financial Securities, Deutsche Bank Securities, JP Morgan Securities, Morgan Stanley (MS), Merrill Lynch, Pierce, Fenner & Smith, and UBS Securities. The retirement fund is accusing the defendants of rigging bond prices to keep the prices up on Freddie Mac and Fannie Mae bonds.

Freddie and Fannie, both U.S. government-sponsored entities (GSEs), offer bonds to raise money for loans. According to the Puerto Rico pension plan’s bond fraud case, the trading desks of the various banks worked together to artificially raise the prices of the GSE bonds when the market took a hit after the 2008 financial crisis and Fannie and Freddie started reducing the number of bonds issued for sale. This decrease led to a loss in profits for those underwriting and trading in Fannie Mae and Freddie Mac bonds. The plaintiff contends that instead of the banks opting to lower the difference between their purchasing and selling prices and competing for clients, they worked together to fix the bond prices so they could “maximize” their profits at the expense of customers.

The Puerto Rico retirement plan’s complaint comes weeks after another proposed class action was brought by two other pension funds also accusing banks of rigging the price of GSE bonds. The pension fund plaintiffs in that fraud case are the Trust and Sheet Metal Workers’ Local 19 Pension Fund and the Dallas Area Rapid Transit Employees’ Defined Benefit Retirement Plan. The defendants are Bank of America NA, Barclays Capital, Wells Fargo Securities, LLC, Citigroup Global Markets, Inc., BNP Paribas Securities Corp., Deutsche Bank Securities, JPMorgan Securities, HSBS Bank Plc, HSBC Securities, JP Morgan Chase Bank, TD Securities, Nomura Securities International Inc., and Merrill Lynch, Pierce, Fenner & Smith.

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