Articles Posted in Private Placements

Robert Wayne Pearce, P.A. is investigating and representing investors nationwide that were sold steepeners, which are notes or CDs that pay varying levels of interest depending on the steepness or flatness of the yield curve.  When the yield curve flattened in 2018, these steepeners rapidly declined in value and either stopped paying interest or paid much less interest.  In 2019, the yield curve inverted and short term interest rates rose to a higher level than long term interest rates. This yield curve inversion caused even more losses.

The negative impact on investors in the following types of structured products has been significant: Structured CDs, Market-Linked CDs, Leverage Callable CMS Curve Linked Notes, Callable Quarterly CMS Spread-Linked Notes, Callable Variable Rate Range Accrual CDs, Callable Interest Rate Spread CDs, Callable CMS Spread Notes, and Senior Callable CMS Steepener Notes. Continue Reading

Robert Wayne Pearce, P.A. is investigating and representing investors against brokerage firms and financial advisors who offered and sold securities issued by affiliates of GPB Capital.  GPB Capital Holdings, based out of New York, organized and manages the following nine private placements: GPB Automotive Portfolio, LP; GPB Cold Storage LP; GPB Holdings, LP;  GPB Holdings II, LP; GPB Holdings III, LP; GPB Holdings Qualified, LP; GPB NYC Development, LP;  and GPB Waste Management Fund, LP.

GPB Capital’s two most significant investment funds are GPB Holdings II and GPB Automotive Portfolio.  These two funds have collectively paid brokers $100 million in commissions at a rate of 7.9%!  Over the last year, it has been the subject of a series of federal, state, and self-regulatory agency investigations and other bad news.  For example, in September 2018, Massachusetts Secretary of the Commonwealth, William Galvin, announced an investigation into 63 broker-dealer firms that sold private placements sponsored by GPB Capital Holdings. More recently, in July 2019, David Rosenberg, a former business partner and chief executive of Prime Automotive Group, filed a lawsuit against GPB Capital Holdings, alleging severe financial misconduct. According to a Boston Globe article, Rosenberg allegedly accused GPB Capital Holdings of running a Ponzi-like scheme, in which it used investor money to prop up the performance of the auto dealerships it owns, as well as to finance payments to other investors. Continue Reading

Robert Wayne Pearce, P.A. is investigating and representing investors against brokerage firms and financial advisors who offered and sold securities issued by affiliates of EquiAlt, LLC.  EquiAlt is a private real estate company which organized at least four private placements: EquiAlt Fund, LLC; EquiAlt Fund II, LLC; EquiAlt Fund III, LLC; and EA Sip, LLC (collectively referred to as the EquiAlt Funds).  According to a recent SEC Complaint, EquiAlt CEO Brian Davison and Managing Director Barry Rybicki offered and sold $170 million of unregistered debentures issued by the EquiAlt Funds to over 1,100 investors across the United States.

The SEC Complaint alleged that Brian Davison, Barry Rybicki, and others misrepresented the unregistered debentures as “safe,” “low risk,” and “conservative.”  Also, while investors were promised “that substantially all of their money would be used to purchase real estate in distressed markets in the United States and their investments would yield generous returns … EquiAlt, Davison, and Rybicki misappropriated millions in investor funds for their own personal use and benefit.”  According to the SEC Complaint, the revenues generated by the EquiAlt Funds became insufficient to pay the interest owed to investors.  Because of this insufficiency, the SEC alleged the Defendants resorted to fraud (a Ponzi scheme), using new money from investors to pay the returns promised to existing investors.

While many of the sales were solicited by unregistered EquiAlt salespersons, there were reportedly many sales by small offices of registered salespersons associated with large independent FINRA-registered brokerage and insurance firms in Arizona, California, Nevada, and many other states nationwide. Continue Reading

David Quentin Kendrick of Shreveport, Louisiana submitted a Letter of Acceptance, Waiver and Consent (AWC) to the Financial Industry Regulatory Authority (FINRA) in which he was fined and suspended for allegedly engaging in private transactions in violation of NASD Rule 3040 and FINRA Rules 3270, 3280 and 2010.

From May 2002 until May 2018, David Quentin Kendrick was registered with NYLife as a General Securities Representative. According to FINRA from November 2011 through January 2017, Kendrick engaged in an outside business activity with an investment club and also engaged in 9 separate private securities transactions without notice or approval from his firm. The FINRA findings stated in November 2011, Kendrick became officer and manager of an investment club, TC, but did not disclose his participation to his firm until August 2015. FINRA also stated that NYlife denied approval, and Kendrick continued his business with TC. According to FINRA Kendrick recommended and facilitated investments totaling $290,000 in three private placements and personally invested $106,297 in six different private placements. In addition, FINRA found, Kendrick failed to disclose all of his personal investments away from his firm and made false statements on six annual compliance questionnaires and five branch audit questionnaires concerning his private securities transactions. Continue Reading

On July 30 Robert Russel Tweed of Glendale, California appealed an Office of Hearing Officers (OHO) decision to the National Adjudicatory Council (NAC) in which he was fined $50,000 and barred from association with any FINRA member in all capacities for allegedly in violating FINRA Rule 2010 and Sections 17(a)(2) and (3) of the securities act of 1933. The sanctions are not in effect, pending review of the OHO decision by the NAC. Continue Reading

WFG Investments, Inc. has submitted a Letter of Acceptance, Waiver, and Consent (AWC) in which it has been fined $150,000 by the Financial Industry Regulatory Authority (FINRA) for failing to supervise its registered representative’s unsuitable trading despite numerous red flags.

WFG Investments is headquartered in Dallas, Texas and currently has approximately 237 registered representatives and 118 branch offices.  FINRA found that WFG Investments failed to appropriately supervise the sales practices of a registered representative who had engaged in unsuitable trading in his customers’ accounts by overconcentrating them in low-priced securities.  For example, FINRA found that during 2012, the WFG representative’s account purchases were 66% low-priced securities.  In 2013, FINRA’s findings state that the account purchases were 80% concentrated in these securities and/or illiquid and highly speculative private placement and REIT investments. Continue Reading

A FINRA hearing panel has expelled Red River Securities, LLC and barred its CEO, Brian Keith Hardwick, for fraudulent sales in five oil and gas offerings.  They have also been ordered to pay $24.6 million in restitution to investors.  According to FINRA, over the course of four years, Red River Securities and Brian Hardwick made misrepresentations and omissions in connection with the sales of interests in oil and gas joint ventures issued by Regal Energy, LLC, a close affiliate of Red River Securities.

FINRA found that Red River Securities and Brian Hardwick fraudulently misrepresented and omitted facts relating to the risky offerings.  For example, they allegedly misrepresented the amount of income distributed to investors, failed to disclose material facts regarding the risk involved, and omitted information about the fees involved.  The FINRA panel referred to this aforementioned misconduct as egregious and noted the “extent of the respondents’ monetary gain,” in which investors received total distributions less than $50,000 from the more than $25 million they invested in the offerings. Continue Reading

Charles McInnis of Miami, Florida submitted a Letter of Acceptance, Waiver and Consent (AWC) to the Department of Enforcement of the Financial Industry Regulatory Authority (FINRA) in connection with a contingent private placement offering of senior secured notes issued by a Columbian energy company. FINRA found Mr. McInnis did not understand the specific requirements of two exemptions from registration applicable for the private placement offering and failed to ensure that his customer’s purchases of the notes complied with the requirements of either of the exemptions.

From July 2009 through his resignation in August 2013, Mr. McInnis acted as President, Chief Executive Officer and Chief Compliance Officer for CP Capital Securities, Inc. (CP Capital). During this time period, Mr. McInnis was delegated responsibility to supervise CP Capital and its associated persons’ participation in a minimum contingency private placement offering. A private placement is generally an offering between only a select few investors in order to raise capital without registration with the Securities and Exchange Commission (SEC). Private placement offerings must satisfy certain conditions (safe harbors) to avoid registration with the SEC. For this offering, the Notes were unregistered securities exempt from the registration requirements of Section 5 of the Securities Act pursuant to the Rule144A safe harbor and the Regulation S exemption.

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CP Capital Securities, Inc. (CP) of Miami, Florida submitted a Letter of Acceptance, Waiver and Consent (AWC) to the Department of Enforcement of the Financial Industry Regulatory Authority (FINRA) for allegedly failing to maintain proper supervisory procedures in connection with private placement offerings. FINRA noted that CP had participated in several minimum contingency private placement offerings without “adequate supervisory procedures.”

A private placement is generally an offering between only a select few investors in order to raise capital without registration. Private placement offerings must satisfy certain conditions to avoid registration with the Securities and Exchange Commission (SEC).  CP’s failure to supervise those offerings put the exemptions in jeopardy.

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Lincoln Financial Advisors Corporation (LFA) of Fort Wayne, Indiana submitted a Letter of Acceptance, Waiver and Consent (AWC) to the Department of Enforcement of the Financial Industry Regulatory Authority (FINRA) for allegedly failing to implement and enforce reasonable supervisory procedures related to the recommendation of private placement variable annuities (PPVA).  LFA has been a FINRA member since 1969 and has nearly 2,500 registered representatives and over 500 branch offices.

FINRA found that between October 2008 and April 2009, representatives from two of LFA’s branch offices recommended customers to invest in a hedge fund that engaged in a complex option trading strategy. FINRA alleged that the complexity of the hedge fund exposed the LFA clients to a high degree of financial risk. LFA however approved the recommendations and 25 firm customers invested approximately $11.7 million in the hedge fund. In 2010, the hedge fund was shut down.

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