990WBOB
  • WBOB Radio
  • Past Casts
  • F Bomb Friday
  • Weather
  • Contact
  • About
    • WBOB Press Releases
    • Join Our Team!
    • CHARITY GALA

SEC Charges RI Commerce Corp and Wells Fargo with Fraud in 38 Studios Offering

3/7/2016

Comments

 
Picture
The Securities and Exchange Commission (SEC) Monday charged a Rhode Island agency and its bond underwriter Wells Fargo Securities with defrauding investors in a municipal bond offering to finance startup video game company 38 Studios. 

The Rhode Island Economic Development Corporation (RIEDC, now called the Rhode Island Commerce Corporation) issued $75 million in bonds for the 38 Studios project as part of a state government program intended to spur economic development and increase employment opportunities by loaning bond proceeds to private companies.
According to the SEC’s complaint filed in federal district court in Providence:
  • The RIEDC loaned $50 million in bond proceeds to 38 Studios.  Remaining proceeds were used to pay related bond offering expenses and establish a reserve fund and a capitalized interest fund.
  • The loan and, in turn, bond investors would be repaid from revenues generated by video games that 38 Studios planned to develop. 
  • The bond offering document produced by the RIEDC and Wells Fargo failed to disclose to investors that 38 Studios had conveyed it needed at least $75 million in funding to produce a particular video game.
  • Therefore, investors weren’t fully informed when deciding to purchase the bonds that 38 Studios faced a funding shortfall even with the loan proceeds and could not develop the video game without additional sources of financing.
  • When 38 Studios was later unable to obtain additional financing, the video game didn’t materialize and the company defaulted on the loan.

"Municipal issuers and underwriters must provide investors with a clear-eyed view of the risks involved in an economic development project being financed through bond offerings,” said Andrew Ceresney, Director of the SEC Enforcement Division. “We allege that the RIEDC and Wells Fargo knew that 38 Studios needed an additional $25 million to fund the project yet failed to pass that material information along to bond investors, who were denied a complete financial picture.”

The SEC also charged Wells Fargo’s lead banker on the deal, Peter M. Cannava, and two then-RIEDC executives Keith W. Stokes and James Michael Saul with aiding and abetting the fraud.  Stokes and Saul agreed to settle the charges without admitting or denying the allegations and must each pay a $25,000 penalty.  They are prohibited from participating in any future municipal securities offerings.  The SEC’s litigation continues against Cannava, Wells Fargo, and RIEDC.


The SEC’s complaint further alleges that Wells Fargo and Cannava misled investors in an additional way in bond offering materials:
  • Wells Fargo disclosed its bond offering compensation as a share of the placement agent fee plus a $50,000 payment from 38 Studios.  No other fees or compensation to Wells Fargo were disclosed, and the bond placement agreement stated that no other money was anticipated.
  • Investors weren’t informed that Wells Fargo had a side deal with 38 Studios that enabled the firm to receive nearly double the amount of compensation disclosed in offering documents.
  • This additional compensation, totaling $400,000 and paid from bond proceeds, created a conflict of interest that Wells Fargo should have disclosed to bond investors.
  • Cannava was responsible for Wells Fargo’s failure to disclose its additional fees.

“An underwriter’s ‘skin in the game’ is material information to investors,” said LeeAnn Ghazil Gaunt, Chief of the SEC Enforcement Division’s Municipal Securities and Public Pensions Unit.  “We allege that Wells Fargo failed to fully disclose its own economic interest in this bond transaction.”

The SEC’s complaint charges the RIEDC and Wells Fargo with violations of Sections 17(a)(2) and (a)(3) of the Securities Act of 1933, and charges Stokes, Saul, and Cannava with aiding and abetting those violations.  Wells Fargo also is charged with violations of Section 15B(c)(1) of the Securities Exchange Act of 1934 and Rules G-17 and G-32 of the Municipal Securities Rulemaking Board (MSRB).  Cannava is charged with aiding and abetting those violations. 

In a separate administrative proceeding, the RIEDC’s financial advisor for the bond offering – First Southwest Company LLC – agreed to settle charges that it violated MSRB rules by failing to document in writing the scope of the services the firm was providing in the bond offering until seven months after the financial advisory relationship began.  Without admitting or denying the findings, First Southwest agreed to pay disgorgement of $120,000, prejudgment interest of $22,400, and a penalty of $50,000.

The SEC’s investigation was conducted by its Municipal Securities and Public Pensions Unit, including Louis Randazzo, Joseph Chimienti, Jonathan Wilcox, Kevin B. Currid, and Deputy Chief Mark Zehner.  The SEC’s litigation is being led by Kathleen B. Shields of the Boston Regional Office and Mr. Randazzo.
Comments

    WBOB
    Original
    ​Reads

    Picture

    Unbiased, Unfiltered. WBOB's Original Reads feature our brightest and boldest personalities, offering their two-cents on the goings on of news, sports, politics, entertainment, and business. -- Are our opinions always PC? Nope. Are they always perfect? Nah. But, are they always 100% authentic? Absolutely!


    LISTEN
    ​TO WBOB ORIGINAL PODCASTS

    Picture
    Listen to
    ​Past BOBCasts

    WBOB 
    Best Reads
    Brought To You By
    TripAdvisor.com

    Picture

    Celebrating David Clyde: A Wild Passionate Friend To All


    Picture

    Search 
    The Archives


    Reads From Our Friends

    Picture

    The Best Game Development Tools: How to Make Your Own Game


    Contact Us
    info@990WBOB.com


Search For Your Favorite WBOB Author,
​or BobCast

990WBOB 
An Independent Media Outlet.

The views opinions and thoughts expressed do not  reflect those of 990WBOB, its management or its staff. All Rights Reserved 990WBOB.com 2007-2020
​
Contact WBOB HERE

WBOB Reads

Weather

Live BOBCasts

Past Casts

Contact Us

Join Our Team!

Featured Supporters

Picture
Picture
Picture
Picture
Picture
Picture
Photo used under Creative Commons from nzhamstar
  • WBOB Radio
  • Past Casts
  • F Bomb Friday
  • Weather
  • Contact
  • About
    • WBOB Press Releases
    • Join Our Team!
    • CHARITY GALA