Articles Tagged with Private Placements

shutterstock_133100114Our firm is investigating potential securities claims against brokerage firms for sales practice violations related to the recommendations of oil & gas and commodities products such as exchange traded notes (ETNs), structured notes, private placements, master limited partnerships (MLPs), leveraged ETFs, mutual funds, and individual stocks.

One investment that advisors may be recommending to clients in order to gain exposure to oil is the iPath S&P GSCI Crude Oil Total Return Index ETN (Symbol: OIL).  OIL is a speculative ETN that attempts to “reflect[] the returns that are potentially available through an unleveraged investment in the West Texas Intermediate (WTI) crude oil futures contract.”  Brokers may be recommending OIL for long-term holding when, in fact, OIL is a risky ETN that is only appropriate for short-term investment speculation on the price direction of oil.

As Morningstar has written, “Due to the extremely specialized exposure of the fund, investors should only consider it for a small position in the satellite portion of a broadly diversified portfolio.”  MorningStar also explained how the futures invested in the fund make the investment inappropriate for long-term holdings and how the price of the fund is not related to the price of oil.  “For example, in 2013 OIL increased 5.6%, close to WTI’s spot price gain of 6.9% for the year. However, over the trailing five-year period OIL lost 1% annualized, compared with an annualized gain of more than 20% for spot WTI over the same period.”

In other words even if the price of oil increases on an annualized basis by 20% an investor in OIL can still lose money.  Investors often times do not realize that index ETNs designed to track certain assets may not be successful in doing so and may be subject to different types of risks other than those of the underlining value of the asset.

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shutterstock_175835072The investment attorneys at Gana LLP are investigating the potential unsuitable sales of securities sponsored by APX Energy.  APX Energy claims on its website that it is an independent oil and gas exploration company focusing on the Illinois Basin and other areas in the southern United States. The firm claims over 25 years of experience in the oil and gas industry. The company sponsors several oil and gas private placements.

Our firm has represented many clients in these types of products.  All of these investments come with high costs and historically have underperformed even safe benchmarks, like U.S. treasury bonds.  Alternative investments are only appropriate for a narrow band of investors under certain conditions due to their high costs, illiquidity, and huge redemption charges – if they can be redeemed.  However, due to the high commissions brokers earn on these products they sell them to investors who cannot profit from them.  Further, investor often fail to understand that they have lost money until many years after agreeing to the investment.  In sum, for all of their costs and risks, investors in these programs are in no way additionally compensated for the loss of liquidity, risks, or cost.

Investors often do not understand the substantial risks of oil and gas limited partnerships and private placements.  As recently reported in Reuters, when offerings by Atlas Energy LP, another issuer of oil and gas private placements were analyzed, investors only get to see 65-70% of their capital actually put to work on oil and gas projects.  Further, the returns on these projects had more in common with running profitable casinos than investments. Reuters found that slightly more than half of 43 private placements Atlas issued over the past three decades investors lost money or just broke even. While investors lost in more than half of the deals in 29 or 67% of those deals, Atlas actually out-performed their own investors.

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shutterstock_179203760The investment lawyers of Gana LLP are investigating at least four customer complaints brought before the Financial Industry Regulatory Authority (FINRA) against John McGinnis (McGinnis) working out of Escondido, California alleging the sale of promissory notes, private placements, and private loans.  The providing of loans or selling of notes and other investments outside of a brokerage firm constitutes impermissible private securities transactions – a practice known in the industry as “selling away”.

At this time it unclear the nature and scope of McGinnis’ outside business activities and private securities transactions.  However, according to McGinnis’ public records his outside business activities includes Orchards of AZ LLC, a real estate business.  Often times, brokers sell promissory notes and other investments through side businesses as accountants, lawyers, or insurance agents to clients of those side practices.

McGinnis entered the securities industry in 1987.  Since July 2008 through September 2015 McGinnis has been associated with RBC Capital Markets, LLC.

In the industry the term selling away refers to when a financial advisor solicits investments in companies, promissory notes, or other securities that are not pre-approved by the broker’s affiliated firm.  However, even though when these incidents occur the brokerage firm claims ignorance of their advisor’s activities the firm is obligated under the FINRA rules to properly monitor and supervise its employees in order to detect and prevent brokers from offering investments in this fashion.  In order to properly supervise their brokers each firm is required to have procedures in order to monitor the activities of each advisor’s activities and interaction with the public.  Selling away misconduct often occurs where brokerage firms either fail to put in place a reasonable supervisory system or fail to actually implement that system.  Supervisory failures allow brokers to engage in unsupervised misconduct that can include all manner improper conduct including selling away.

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shutterstock_20354401The investment attorneys at Gana LLP are investigating the potential unsuitable sales of securities sponsored by Waveland Capital Group LLC (Waveland), a purported merchant bank with a core investment focus in the oil and gas exploration and production industry. Waveland claims on its website that it invests in oil and gas exploration and development throughout the Mid-Continent and Permian Basin regions. In addition, Waveland invests capital to special private equity opportunities in select sectors such as medical device, health sciences, technology and manufacturing. Waveland has sponsored the following investments:

  • Waveland Drilling Partners Series III
  • Waveland Resource Partners II, L.P.
  • Waveland Energy 2011 Drilling Program
  • H2X Acquisition Partners, LLC
  • Waveland Drilling Partners 2011-A, L.P.
  • Waveland Resource Partners I, L.P.
  • Waveland Drilling Partners 2010-A, L.P.
  • Venture Aircraft, Inc.
  • Endoscopic Technologies, Inc.
  • Waveland Ventures V, LLC (Sonim Technologies)

Investors often do not understand the substantial risks of oil and gas limited partnerships and private placements. As recently reported in Reuters, when offerings by Atlas Energy LP, another issuer of oil and gas private placements were analyzed, investors only get to see 65-70% of their capital actually put to work on oil and gas projects. Further, the returns on these projects had more in common with running profitable casinos than investments. Reuters found that slightly more than half of 43 private placements Atlas issued over the past three decades investors lost money or just broke even. While investors lost in more than half of the deals in 29 or 67% of those deals, Atlas actually out-performed their own investors.

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shutterstock_182054030Our firm is investigating potential securities claims against brokerage firms over sales practices related to the recommendations of oil & gas and commodities products such as exchange traded notes (ETNs), structured notes, private placements, master limited partnerships, leveraged ETFs, mutual funds, and individual stocks.  Investors may have potential legal remedies due to unsuitable recommendations by their broker to invest in this speculative and volatile area. Targa Resources Partners (Ticker Symbol: NGLS) is a Master Limited Partnership (MLP). About 86% of the total MLP securities market, a $490 billion sector, can be attributed to energy and natural resource companies. Targa Resources Partners has declined about 81% in value over the last two years and is trading at less than $10 a share. According to its website, Targa Resources Partners is a growth-oriented provider of midstream services and one of the largest independent midstream energy companies operating in North America. The company owns, operates, acquires, and develops a diversified portfolio of midstream energy assets.

Our firm continues to file complaints on behalf of investors who have been overconcentrated in MLPs like Targa Resources Partners. Our clients tell us similar stories that their advisors hyped MLPs as high yielding investments without significant discussion of risk. In a recent Associated Press article, common stories of how investors are pitched by their financial advisors on oil and gas private placements were reported on. Often times these products are pitched as ways to ride the boom in U.S. oil and gas production and receive steady streams of income.

In the past year, investors have lost $20 billion in publicly traded in master limited partnerships, publicly traded oil funds. This amounts to an astonishing $8 of every $10 they had invested, according to a report prepared for The Associated Press article. The research does not include losses from $37 billion of bonds sold by the partnerships in the five years since 2010 or losses from private placement partnerships. However, banks like Citigroup, Barclays, and Wells Fargo made an estimated $1.1 billion in fees for selling these products to investors.

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shutterstock_132704474According to Reuters, Arch Coal which is the second-largest U.S. coal miner has filed for Chapter 11 bankruptcy in mid-January. The investment attorneys at Gana LLP continue to report on investor losses in commodities related investments. Our firm is investigating potential securities claims against brokerage firms over improper sales practices related to recommendations in commodities products such as bonds, exchange traded notes (ETNs), structured notes, private placements, mutual funds, and individual stocks.

Arch Coal plans to cut $4.5 billion in debt from its balance sheet after suffering through a prolonged coal market downturn. Arch Coal has about 4,600 employees. As we have previously reported, coal related companies around the world are being pushed to the brink of bankruptcy due to the falling prices of commodities. Other bankruptcy filings this year include Walter Energy (Stock Symbol: WLTGQ), JW Resources, Patriot Coal, Xinergy, and James River Coal Co. among others. According to Bloomberg, more than three dozen coal operations have filed bankruptcy in just over three years. Due to a combination of factors the combined market value of U.S. coal company shares shrank to $12 billion in late July 2015 from $78 billion in 2011.

In the case of Arch Coal the company became saddled with debt since its 2011 acquisition of International Coal Group and then was unable to overcome a range of negative market trends including a drop in coal prices. The company expects its mining operations and shipments to continue uninterrupted through the reorganization process. According to sources, 25 percent of U.S. coal industry is currently in bankruptcy.

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shutterstock_180412949The securities fraud lawyers of Gana LLP are investigating customer complaints filed with The Financial Industry Regulatory Authority’s (FINRA) and the agency’s complaint against broker Eric Kuchel (Kuchel). According to BrokerCheck records Kuchel has been the subject of at least five customer complaints, one employment termination for cause, and one financial matter. Many of the customer complaints against Kuchel allege unauthorized trading among other claims. In addition, one complaint filed in June 2015 alleges failure to conduct due diligence on five non-traded private placement transactions resulting in damages of $499,999.

In November 2015, Kuchel’s then brokerage firm LPL Financial LLC (LPL) terminated Kuchel for cause for failing to appear for an interview with FINRA. Thereafter, In January 2016, FINRA filed a complaint (Disciplinary Proceeding No. 2015047966701) alleging that on numerous occasions he failed to appear at for testimony in connection with an investigating into mutual fund transactions and whether he participated in a private securities transaction, a practice known as “selling away” in the industry.

In the industry the term selling away refers to when a financial advisor solicits investments in companies, promissory notes, or other securities that are not pre-approved by the broker’s affiliated firm. However, even though when these incidents occur the brokerage firm claims ignorance of their advisor’s activities the firm is obligated under the FINRA rules to properly monitor and supervise its employees in order to detect and prevent brokers from offering investments in this fashion. In order to properly supervise their brokers each firm is required to have procedures in order to monitor the activities of each advisor’s activities and interaction with the public. Selling away misconduct often occurs where brokerage firms either fail to put in place a reasonable supervisory system or fail to actually implement that system. Supervisory failures allow brokers to engage in unsupervised misconduct that can include all manner improper conduct including selling away.

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shutterstock_1832895The law offices of Gana LLP continue to report on investor related losses and potential legal remedies due to recommendations to investor in oil and gas and commodities related investments. Commodity prices have plummeted due to the economic slowdown in China and the strengthening dollar. Persistently low equity prices for companies in these sectors are ruining balance sheets prompting bankruptcies and debt reduction strategies that may be too little too late.

One such company is Freeport-McMoran (FCX). Analysts studying Freeport worry about lower projected copper prices, risks in Indonesia, and the company’s reluctance to sell assets to raise capital. According to analysts it may already be too late for Freeport. So far the company has taken some steps such as announcing suspending its dividend and reducing capital expenditures. However, the Arizona-based natural resources company has a $20 billion debt load and no meaningfully way to reduce it. Shares of Freeport which traded as high as $38 in 2014 now trade at $4.35 a share.

Before recommending investments in oil and gas and commodities related investments, brokers and advisors must ensure that the investment is appropriate for the investor and conduct due diligence on the company in order to understand the risks and prospects of the company. Oil and gas and commodities related investments have been recommended by brokers under the assumption that commodities prices would continue to go up. However, brokers who sell oil and gas and commodities products are obligated to understand the risks of these investments and convey them to clients.

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shutterstock_175835072The securities lawyers of Gana LLP are investigating a number of customer complaints involving Wells Fargo Advisors, LLC (Wells Fargo) brokers, including financial advisor Charles Lynch (Lynch), concerning allegations that the investors have been recommended or their advisory accounts have been mismanaged to hold high concentrations of energy related investments. According to Lynch’s publicly available records, there are 11 customer complaints with 9 of those complaints being filed in 2015 all related to energy investments. The customer complaints against Lynch allege securities law violations that including unsuitable investments among other claims.

Our firm is investigating potential securities claims against brokerage firms over sales practices related to the recommendations of oil & gas and commodities products such as exchange traded notes (ETNs), structured notes, private placements, master limited partnerships (MLPs), leveraged ETFs, mutual funds, and individual stocks.  Our firm has written numerous articles concerning the dangers of MLP investments. MLPs are publicly traded partnerships. About 86% of the total MLP securities market, a $490 billion sector, can be attributed to energy and natural resource companies. However, most of these companies are heavily reliant on high oil prices to sustain their business models.

Before recommending investments in oil and gas and commodities related investments, brokers and advisors must ensure that the investment is appropriate for the investor and conduct due diligence on the company in order to understand the risks and prospects of the company. Many of these companies relied upon high energy prices in order to sustain their operations. As reported by the Wall Street Journal the drop in oil and energy prices and the industry downturn has made it difficult for many companies to refinance their debts.

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According to Bloomberg, Hercules Offshore Inc., (Hercules Offshore) is the owner of the largest fleet of shallow-water drilling rigs in the Gulf of Mexico when it filed for bankruptcy in August 2015. Debt issues by Hercules Offshore and drilling rig provider Paragon Offshore were among the worst-performing oil and gas service bonds in the high-yield energy index.

The company plans to use the bankruptcy to cut $1.2 billion in debt and for investors to trade their senior notes for almost 97 percent of Hercules’s equity. In addition, noteholders would also lend the company $450 million to finish building a new oil-drilling rig. Meanwhile, the number of rigs operating in the Gulf of Mexico has fallen by more than half from last year’s high of 63 by August 2015.

Oil and gas and commodities related investments have been recommended by brokers under the assumption that commodities prices would continue to go up. Some experts are saying that if production volume continues to be as high as it currently is and demand growth weak that the return to $100 a barrel is years away.

Before recommending investments in oil and gas and commodities related investments, brokers and advisors must ensure that the investment is appropriate for the investor and conduct due diligence on the company in order to understand the risks and prospects of the company. Many of these companies relied upon high energy prices in order to sustain their operations. As reported by the Wall Street Journal the drop in oil and energy prices and the industry downturn has made it difficult for many companies to refinance their debts.

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