Private Placements

GPB Capital Sued by Another Business Partner Alleging Financial Misconduct

Published on: July 31, 2019 | by Shepherd Smith Edwards & Kantas, LLP

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.

Fidelity’s National Financial Services Orders GPB Private Placements Removed

Published on: July 25, 2019 | by Shepherd Smith Edwards & Kantas, LLP

National Financial Services, which is Fidelity Investments’ clearing and custody unit, has given its brokerage firm clients 90 days to get rid of all GPB Capital Holdings private placements from its platform. The announcement means that investors and their financial advisers will have to move their GPB fund assets to a different custodial firm. Considering that there are a lot of broker-dealers who use National Financial as their primary custodial firm and to clear the investments of clients, the decision is likely to impact a lot of parties.

A main reason for the edict is that, reportedly, neither Fidelity nor National Financial are clear about the actual value of the GPB private placements. Third-party vendors typically provide this information. According to InvestmentNews, Fidelity spokesperson Nicole Abbott said that at the moment GPB is not meeting her company’s policy regarding alternative investments.

In Trouble with Investors and Regulators

GPB Capital Funds Continue To Plunge In Value

Published on: July 19, 2019 | by Shepherd Smith Edwards & Kantas, LLP

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.

Brokerage Firms Made over $165 Million for Selling GPB Capital Private Placements

Published on: July 1, 2019 | by Shepherd Smith Edwards & Kantas, LLP

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.

Ex-Business Partner Accuses GPB Capital Holdings of Ponzi Scheme

Published on: May 14, 2019 | by Shepherd Smith Edwards & Kantas, LLP

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:

Claim Filed Against Arkadios Over GPB Capital Private Placements

Published on: May 3, 2019 | by Shepherd Smith Edwards & Kantas, LLP

An investor in GPB Capital has filed a Financial Industry Regulatory Authority (FINRA) Claim against Arkadios Capital and one of its brokers over losses she sustained to her IRA after she followed the financial adviser’s recommendation to invest in GPB Capital Holdings.

Now she is claiming retirement fund losses in the hundreds of thousands of dollars. Our investor fraud law firm, Shepherd Smith Edwards and Kantas, LLP (SSEK Law Firm) is representing the investor, who hails from the greater Atlanta area, and we have filed a FINRA arbitration claim on her behalf.

GPB Capital Holdings is an alternative asset management firm whose private placement funds are primarily invested in auto dealerships and waste management. The firm is under scrutiny by FINRA, the US Securities and Exchange Commission (SEC), Massachusetts Secretary of the Commonwealth William Galvin, and the FBI over its private placements that were sold by dozens of brokerage firms and their brokers.

Hundreds of Retail Investors Harmed in Two Separate Fraud Cases

Published on: April 24, 2019 | by Shepherd Smith Edwards & Kantas, LLP

The US Securities and Exchange Commission (SEC) has filed civil fraud charges accusing 15 people of either “acting as unregistered brokers” or “aiding-and-abetting” this kind of activity related to the solicitation of microcap issuer Intertech Solution’s “unregistered and fraudulent securities offerings.” Already, 11 of the defendants have consented to the entry of final judgments but without denying or admitting to wrongdoing.

The 15 individuals are:

- Daniel Broyles

Broker-Dealers Who Sold GPB Investments

Published on: March 5, 2019 | by Shepherd Smith Edwards & Kantas, LLP

According to public filings submitted to the Securities and Exchange Commission, there were approximately eighty broker-dealers across the country who sold, or were at least authorized to sell, these investments for GPB, including Aegis Capital Corp., D.H. Hill Securities, Purshe Kaplan Sterling Investments, Sagepoint Financial, Inc., Woodbury Financial Services, Inc., and many others.

Accelerated Capital Group

Advisory Group Equity Services, Ltd

FBI Is Investigating GPB Capital Holdings

Published on: March 5, 2019 | by Shepherd Smith Edwards & Kantas, LLP

InvestmentNews reports that the Federal Bureau of Investigation is investigating GPB Capital Holdings. The alternative investment management firm said that the FBI stopped by unannounced to its New York offices last week. The visit took place a few months after both the US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (Finra) launched separate probes into the firm, which claims to have raised $1.8B from accredited, high net worth investors via private placement funds invested in waste management and car dealerships. WealthManagement.com reports that GPB Capital Holdings-sold private placements that are risky, illiquid alternative investments. However, there is growing concern that not all of these investors, were, in fact, sophisticated, accredited, high net worth parties.

In September, Massachusetts Secretary of the Commonwealth William Galvin announced it was investigating 63 brokerage firms for selling GPB Capital Holdings-issued private placements. Among the broker-dealers that sold these investments were Advisor Group firms Sagepoint Financial Inc, Royal Alliance Associates, Inc., Woodbury Financial Services, Inc., and FSC Securities Corp. News of Secretary

Galvin’s probe came just a month after GPB Capital Holdings announced that it was pausing its efforts to raise investor funds to deal with accounting and financial reporting issues involving two of its largest funds, the GPB Holdings II and the GPB Automotive Portfolio, which together reportedly raised almost $1.3B of investor money while paying brokers over $100M in commissions. Both funds missed an earlier deadline to file statements with the SEC.

GPB Capital Holdings’ Auditor Resigns Within Months of Private Placement Sales Suspension

Published on: November 19, 2018 | by Shepherd Smith Edwards & Kantas, LLP

Already under scrutiny for suspending its sale of private placements, along with redemptions to investors, GPB Capital Holdings now has to explain why its accountant, Crowe LLP, has resigned as the alternative asset management firm’s auditor. GPB Capital had announced a few months ago that it was undergoing an accounting overhaul and that this was why it had failed to submit financial statements for its two biggest funds – the GPB Holdings II and the GPB Automotive Portfolio – to the U.S. Securities and Exchange Commission (SEC) earlier this year. These private placements primarily invest in waste management businesses and car dealerships.

According to GPB Capital CEO David Gentile, Crowe has resigned because of “perceived risks” that the accounting firm felt were outside its “internal risk tolerance parameters.” GPB Capital has since retained EisnerAmper, LLP as its replacement auditor.

Such a significant change at such an important time period should raise significant concerns to those who have invested in GPB Capital Holdings private placement deals. GPB Capital Holdings has at least nine different funds including the two mentioned above (GPB Automotive Portfolio and GPB Holdings II) as well as GPB Holdings III, GPB Cold Storage, GPB NY Development and GPB Waste Management.