Chris Gillick contributed to this story.
This week, alarms sounded at Long Island investment firm NIR Group – which manages over $7 billion – when Forbes reported that investors were suing because they believe the fund has been reporting bogus returns.
But Dealbreaker has learned that well before Steven Mizel and Palmetto Partners filed suit in March, NIR, based in the Long Island suburb of Roslyn and founded by 38-year-old Corey Ribotsky, had tried to bribe an investor from going to the press after NIR suspended redemptions on its AJW Partners Fund back in October 2008.
Sequoia Sun, who runs a restoration project for a humanitarian-aid-delivering sailboat called Schooner Dolphin in Norwalk, Connecticut (just across the Long Island Sound from Roslyn), wanted to warn investors last fall about the trouble he had redeeming his money.
But Ribotsky would have none of it, as a member of his staff tried to bribe Sun in exchange for not going to the media. Specifically, the staffer offered Sun a discounted portion of his invested principal if he signed a confidently clause and pulled his quotes for a story that was set to run in a New York City-based newspaper. Sun turned down the bribe, but the fund turned the tables on him, telling the newspaper’s attorney its source was actually trying to bribe the fund! While the paper never proved there was any bribe, it withheld the story anyway.
The AJW Partners Fund, which currently claims to have $780 million under management and invests in PIPE (private investment in public equity) debt deals, had allowed for quarterly liquidity with 90 days notice prior to its suspending of redemptions on October 16. Sun had sent a redemption request for his entire $250,000 principal investment plus accrued returns in May 2008, and was expecting his funds to be delivered on September 30, 2008, after several assurances by NIR staff that it would be honored, according to a letter sent to the fund’s counsel, Boston-based Bingham McCutchen, from Sun’s counsel, Aspen, Colorado-based Allen, Wertz, and Feldman.
The funds never arrived.
As a result, Sun was forced to halt his Schooner Dolphin project and lay off workers, while also putting the brakes on a water sanitation project he was about to bankroll. Desperate for liquidity and to return to his humanitarian work, Sun turned to the secondary market and sold his stake in AJW for 65 cents on the dollar, losing some of his original principal and roughly all of the accrued returns.
While Sun is no longer an investor in AJW, he has reason to be suspicious of why his money was not redeemed. Ribotsky wrote in an October letter to investors that he needed to preserve cash to make more PIPE loans and take advantage of the distressed credit markets as banks had swiftly cut back on lending. Yet according to San Diego-based Sagient Research Systems, who tracks PIPE lending, NIR did no new deals in 2008. Another reason to be suspicious is the purported track record of AJW.
Call it Madoff-on-Steroids.
According to a June performance report obtained by Dealbreaker, the fund boasts a 52.45% compounded annual rate of return since January 1999, with only five down months. The fund’s worst year was 2008, returning 13.14%, while the fund is up 2% through June year to date and manages $781,504,872 million in assets.
Meanwhile, NIR’s reorganization of the fund, which was announced along with the redemption halt, has left some investors questioning the marks of the assets and returns. The reorganization offered investors three options, according to a letter obtained by Dealbreaker:
1. Be given interests in a new share class, Class A, with a 3-year lock-up and reduced fees of 1-and-15.
2. Be given interests in a new share class, Class B, with no lock up, quarterly liquidity of up to 12.5% of one’s investment, and reduced fees of 1.5-and-17.5.
3. Remain as is, with no redemptions allowed, while still paying the standard 2-and-20 fees. (If investors did not respond to the request, they were given option 3.)
As a result, the parties who sued NIR in March, Mizel and Palmetto Partners, who have a combined investment of $1.7 million in AJW, have thrown down the gauntlet and challenged the firm to let them inspect their books. (They’re not the only ones who have taken matters into their own hands. Long Island businessman Gerald Tucci sent thugs to Ribotsky’s office to demand an immediate withdrawal back in November. Tucci and Ribotsky eventually settled earlier this year for an undisclosed amount.)
According to investors in the fund, AJW Partners met their March 31, 2009 quarterly distribution of new Class B shares with only a token payout of 1 percent of principal. This was the first time investors got any cash out of the fund since the October reorganization.
“There is clearly either an unwillingness or inability to part with cash,” said an investor who wishes not to be identified for fear of retribution by the fund. “And if AJW does really have the cash and chose instead to invest in new or existing deals, then Corey is acting more in the interest of the fund than his investors.” The fund did not return calls for comment at press time.
Investors have complained that the only audited document they see is their yearly cash flow statement prepared by Jean-Paul Schwarz at Melville, New York-based accounting firm Marcum, formerly known as Marcum and Kliegman. A spokesperson for the auditor told Dealbreaker they do not audit AJW Partners’ monthly returns and are not responsible for the PIPE deal valuations that make up the fund’s investment portfolio. That task falls to WTAS, an asset valuation firm with 14 offices in the US, according to Ribotsky who was quoted in the Forbes story. However, a WTAS spokesman told Dealbreaker they no longer work with N.I.R. Group and would not comment on what was found in past asset valuations.
While investors are frustrated about the sudden lock on their cash, what is more alarming is the fact that Ribotsky won’t simply show them his books and spell out who all the companies are in which he has made these PIPE deals, what interest he’s charging, or if the loans are even paying.
Past deals show that the fund’s questionable investment strategy is to lend to penny-stock, struggling companies at high-interest rates, usually about 15 percent; in return AJW Partners gets warrants to purchase the borrowers’ stock at a discount up to 75 percent. If the stock price declines during the term of the loan, AJW Partners gets more shares. The strategy appears to have allowed Ribotsky to steer clear of some of the credit crunch pitfalls that have befallen many hedge funds and forced many to close under the weight of huge withdrawal requests.
Yet all is not rosy for Ribotsky, according to internal SEC documents seen by Dealbreaker. As of May 2008, the fund was being investigated, but no charges have been made. Sources close to the fund, who have also spoken to the SEC, say that the regulator is likely looking at securities fraud as allegedly the firm also shorts the stock of the companies it lends to. This type of trading is illegal because it breaks the covenants of its PIPE loan terms. Additionally a source who has worked with the fund says the principal value of it notes are inflated because Ribotsky just rewrites the notes and adds paper profits to the original principal. What could not be clarified is how much of a management fee investors are paying on that paper asset value.
All the while, Ribotsky has profited nicely from his winning strategy on the AJW Partners fund — pocketing an estimated $35 million in fees last year — based on his fee of 2 percent of assets under management and 20 percent of profits. Ribotsky seems to spend a bit of his earnings on fancy toys, tooling around estate-laden Old Westbury, Long Island in either a Ferrari, Porsche or Cadillac Escalade – and buzzing the Long Island Sound in a 39-foot fiberglass power boat. In 2006 he spent considerable time on his Hollywood hobby as executive producer in an independent film called American Cannibal. Ribotsky has also used his financial success to support several charities in the New York metropolitan area, serving on the Boards of Trustees of the Children’s Medical Fund of New York, the North Shore/LIJ University Health System, and the Onyx and Breezy Foundation, according to the biography on NIR’s website.
So when it all adds up, Ribotsky offers little transparency to investors and stiffs those who want to redeem money, not to mention flaunt his new-found wealth and hobnob on the New York charity circuit. Does this sound like another person we know?
-Teri Buhl and Chris Gillick
Here Are Some Thoughts On Men And Wall Street
Jerk Running Ferry To Fire Island Not Up On The Celebs Of Financial Reform
learn to summarize you verbally incontinent strangers
i dont come to DB to read books
Nice report. Thanks.
Was this written by Greg’s mom after he roofied her?
This post just brought “Too Long, Didn’t Read” to a new level.
a blowjob for everyone that reads the complete story without falling asleep.
greg.
Pretty good, curious to see how this turns out…
Teri Buhl is:
a) no talent cut & paste hack.
b) scintilating hot NYU undergrad who could plagerize the sh*t out of a news story with a waist like that.
c) GREG’S MOM.
Ding! Ding! Ding!
Too long. Didn’t read.
So is Sequoia Sun a person’s name or what?
Teri,
The strategy of lending to penny stock company and receiving warrants, etc. sounds very familiar to what Jordan Belfort used to pull in “The Wolf of Wall Street”. Just saying(?)
So abnormally long, decided it must be important for me to read.
You have to proofread. I know you’re excited to tell the story, but if it’s not written in coherent English, what’s the point.
This sounds like pretty standard penny stock manipulation with the hedge fund angle and use of death-spiral loans added for extra special obscurity. I assume this guy is not the only JT Marlin alumnus who is making the same sort of innovations.
Excellent reporting Dealbreaker. I enjoy the story arch of this piece. Didn’t Buhl and Gillick report together at Trader Monthly. I hope we see more from them.
@13
In real life JT Marlin went by the name Stratton Oakmont,but hey.
While NIR and Corey R are certainly up to no good, it has nothing to do with short selling in regards to PIPEs.
Teri wrote:
“This type of trading is illegal because it breaks the convents of its PIPE loan terms.”
But,
Court case after court case has been decided AGAINST the SEC in their attempts to expand the definitions of sections 5 and 10b. See SEC v Cuban, SEC v Gryphon, SEC v Mangan, SEC v Berlacher, etc.
Is this NIR story going anyplace? It’s sure got a long fuse.
I meet the marketers for this fund once and I am not surprised in the least.
its so funny how we all comment under guest. scared someone may actually take you to task for what you say?
usually there is more than whats reported to the story isnt there? so teri you have an ax to grind here i think if these people are so bad why are they represented by top notch people?
The accrued returns are what you give up first, not your initial capital. Therefore, you can’t lose “some of [your] initial principle and roughly all of the accrued returns.” I agree with the others – regardless of the quality of the information in your piece you still need to proofread.
-2StopShop
Great Article. He sounds like a real scumbag.
And what is NIR’s AUM, $7B or $700M? I believe you say both in your article, but that may just be a misread on my part.
-2StopShop
get your reporting correct. madoff didnt run a fund. this may be a bad guy but as someone who runs a fund stop saying madoff was a fund. HE WASNT
The $7 billion includes the CDO garbage he manages. The AJW family of funds = $700M+.
garbage is this article
as a former employee of the firm i can tell you this article is completely fabricated. completely. this reporter has a problem with the firm period. look at the court case, the firm showed the investor everything. your facts are completely wrong. look at the market in the past two years. how many other funds restructured? the sequoia guy, well isnt the other way around as i remember? he tried to blackmail the fund because he friends with the reporter. if i remember correctly it was documented that this guy tried to blackmail everyone. why would a newspaper kill a story if it wasnt true?
this story is not true at all. its a shame someone like Corey Ribotsky has to deal with this. A charitable and caring man who has made his investors money for years.
Here’s something else for the plaintiffs; I hope they find this:
On http://www.sec.gov, look up the proxy statement for a company called Dealeradvance (former ticker: DLAV). There is a section titled “Recapitalization Agreement.” The details of AJW’s involvement are great entertainment (unless of course, you’re the auditor now facing liability, or an investor who’s lost out). It discloses how Dealeradvance has/had a $28M outstanding liability to AJW and its affiliated entities and the conversion terms on these debt securities that allow the notes to be converted into common shares on a floating basis at a discount to the market price. This allows AJW to remain in a current and in-the-money position at all times. At the time of this filing, the stock was trading at $0.0008 and the proxy disclosed that AJW’s interest could be converted into a minimum of 36Billion shares. Last reported trade before delisting was $0.0001; so does that mean 250 Billion shares, before the discount provision?
Litigants may want to look harder for these types of situations to build their case.
It looks like they have a lot of documented sourcing and on the record information. Has anyone noticed that DB caught Ribotsky in a lie. WTAS said they don’t work with the firm in this story, yet Cory was quoted in the Forbes story as saying WTAS did an independant valuation on its deals.
Peter
what does that mean. i dont follow. so the company has to issue stock. how much did we as taxpayers invest in AIG? $171 billion? how are we getting paid back. AIG is at what? $12.55 or so? so thats almost 2 billion shares or roughly a third of already issued shares?
sounds like the same thing.
Inflated assets and phony profits!!
the fund is audited and independently valued. a lie? is there one? so doesnt look like a lie. maybe they just decided not to work with them after these articles. who could blame them.
someone else said it. has anyone actually read the pleadings? the investor doesnt have any proof of anything and neither does this article.
this sounds like another fabricated bag of crap from that former employee yellin
I think we need journalist like Buhl, Gillick, and Vardi from Forbes to work for the SEC and more funds might get charged. But then we’d loose out on all these great stories.
Excellent work Dealbreaker – glad to see you dig deep on the facts.
John in CT
Recapitalization Agreement
We intend to enter into a Recapitalization Agreement (the “Recapitalization Agreement”) with AJW Partners, Inc., AJW Offshore, Ltd., AJW Qualified Partners, LLC, and New Millennium Capital Partners II, LLC (hereinafter collectively referred to as the “Investors”) and ancillary agreements (the “Transaction Agreements”). Under the Recapitalization Agreement, we will sell the Investors $28,515,825 in aggregate principal amount of Callable Secured Convertible Notes (the “New Convertible Notes”) in exchange for $9,472,060 in aggregate principal amount of the Convertible Notes described in Item 13. Certain Relationships and Related Transactions and Director Independence in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The New Convertible Notes will be due in three years and bear interest at 6% annual interest payable quarterly. The Investors may convert the New Convertible Notes into shares at 70% of the three lowest intraday trading prices during the twenty trading days prior to conversion, except for those New Convertible Notes for which the applicable percentage is 84%.
The effect of the Recapitalization Agreement will be to refinance our existing indebtedness to the Investors. The amount of that indebtedness will increase by $17,285,170, while the interest rate will be decreased to 6%, the due date will be extended until May 15, 2011, and prior technical defaults will be waived.
The Stock Purchase Warrants (the “Warrants”) previously issued to the Investors will remain in full force and effect as described in Item 13. Certain Relationships and Related Transactions and Director Independence – Securities Purchase Agreement in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
Based on the conversion price of $. 0008 on May15, 2008 the principal amount of New Convertible Notes can be converted into a minimum of approximately 36 billion shares. Additional shares may be issued if accrued interest is converted. Management believes that the actual conversion price may be lower and more than the minimum number of shares may be issued when the New Convertible Notes are converted.
??????????
Did the fund assets increase $17.2 Million after that bogus transaction?
Month over month returns are going down for this fund but their assets are going up. In Oct/Nov they have $770m in assets and then in June they have $781m. If doesn’t look like they are taking new investors so I wonder if returns are matching asset growth?
These guys need a forensic accounting but it looks like the firm won’t let the investors bring in their own auditors. I looked at the current court case and it reads like they just keep stalling. That’s a big red flag to me.
This seems like a tricky investment strategy to understand and likely difficult to sort of all the inner workings of their deals. I thought these reporters at least got a good dialog going so investors and the SEC can try and find the fraud.
oil trader
How does this reporter know there is an SEC investigation if no one else does ?
seems rather odd……..like a disgruntled former employee who tells people the same thing to deflect his own substance abuse issues
All funds of this nature value securities the same way.
I invest in all of them. This one is not a fraud just a victim of the world. and one former bad apple.
forensic accounting for what ? it is independently done. verified. end.
@ 38 the story says they have seen a letter from the SEC on investigating the fund. I followed Buhl and Gillick’s reporting at the NY Post and Trader Monthly- they wouldn’t report it if they didn’t see it.
But as they said in the story that investigation has yet to lead to any charges.
I think it’s really interesting that more then one investor has sued this fund and said they think the returns are not real. Why would they do that if they only wanted to get their money back – it looks like someone wants to get to the truth. Hopefully they can in a court of law.
@39: Your assertion is incorrect. Not all funds that engage in this type of convertible lending value their portfolios in this manner. I have worked with several, and there are multiple valuation methods. A couple of prominent ones, for example, only show returns on realized revenues. This too carries issues, especially for redeeming investors who may lose some returns to which they might be entitled under other valuation methodologies.
This is a very legal-intensive strategy. I hope NIR has good lawyers, and not just for litigation purposes….
This article from last year talks about which pink sheet companies are suing NIR Group – so it looks like it’s not only investors. The story also highlights that smaller firms like Ribotsky’s hardly get covered in the main street financial press.
http://www.axcessnews.com/index.php/articles/show/id/17225
“Additionally a source who has worked with the fund says the principal value of it notes are inflated because Ribotsky just rewrites the notes and adds paper profits to the original principal. What could not be clarified is how much of a management fee investors are paying on that paper asset value.”
This is true!
see #27 and #34
# 38 This reporter has an established history of breaking news on hedge funds and banks before anyone else does. From what I’ve in her past reporting she doesn’t go to print unless she’s got the goods – so I’m simply betting the information on an SEC investigation is true. Plus the fact that some penny stock companies NIR is involved in has actually filed 8-k reportes talking about the found violating regulations. You just have to take the time to look.
Nice post, EP!
Sincerly,
Mike Ock
@-2StopShop, the article says “$781,504,872 million in assets,” so I guess it’s in the trillions???
@24 Do you know the names of the deals he manages and what type of assets they contain? I would love to see some of the games this guy is playing with these deals, especially if he packaged some the loans described in the article into middle market CLO’s. $7B seems like quite a lot of deals for such a small shop, unless they were high-grade (which wouldn’t seem to fit their MO).
WSJ said Corey is under investigation by SEC and FBI…
If you want to read the WSJ article and aren’t a subscriber…head to google news and type
“Hedge-Fund Manager Investigated for Fraud”
@46 NIR’s fund that invested in PIPE deals is called AJW Partners – that fund has $780 million in it. Names of penny stocks he’s invested in can be found on investorhub.com. NIR also managed a CDO with Merrill Lynch that went bad – an old WSJ story talked about it being worth a couple billion. So Ritbotsky factors in that CDO to the rest of his self proclaimed total firm assets.
Press releases on his website say he also is currently raising money for a commodities fund. After all the stories out this week I can’t imagine fund raising is going to well for him now.
@49 I was curious what assets were in the CDOs. The WSJ piece this morning said they’re mortgage deals.
@50 See this Article
http://www.theaustralian.news.com.au/story/0,,22982136-25658,00.html?from=public_rss
@49 I don’t know that but I also remember a fox news website story by Elizabeth MacDonaold in late Feb that talked about that Merryl Lynch CDO deal. I would search there.
So WSJ follows Dealbreaker’s news on the SEC investigation today. Looks like this site just beat the Journal – impressive.
@ 1,2,4,5,6,8,12,26 and the rest of the A Team fellas thinking this article is crap.
You fellas must be related. Same person? Give it up. Boring detail? The minutia is killing you? It’s 3 pages at 12pt font. Do less coke! Take more ridlin!
I even like @39s comments. “forensic accounting for what ? it is independently done. verified. end.”. verified? End? why haven’t they disclosed their financials? Why doesn’t the firm that evaluated their PIPE deals come forward and/or comment? So this has to come out in court now.
“However, a WTAS spokesman told Dealbreaker they no longer work with N.I.R. Group and would not comment on what was found in past asset valuations.” why? fear of inaccurate reporting? andersen consulting come to mind? We‘ll see and then we can say …”verified. end.”
If this was honest this wouldn’t be an issue. If you blame the market then show the detail, and your investors will have to live with it. Where are the investors who are happy with their returns on NIR statements?
I see a few mistakes but who cares when you cover another one of America’s Most Wanted Douchebags. Philanthropist? Give me a break. Yes, I’d feel good too jetting to my movie events and giving (other people’s money) to organizations that need it. Nice try. Broken record.
I could see a good series profiling them but it’s fairly stereotypical and hopefully the SEC can get their act together on this and all the others. Maybe the show American Greed can go on weekly like AMW.
this summarizes a nice point about the bad apples in the investment firm industry basket.
“…stronger oversight of investment firms. Good luck with that. … within Corporate America are almost impossible to detect because not only do they fit in, but they
have a web of supporters and enablers tied to their success.
The biggest deterrent to crime is not the punishment, but the odds of getting caught. There are other Madoffs and Stanfords within our midst as you read this. However, nobody’s watching.” taken from
http://www.newyorkshockexchange.com/content/view/85/37/
Show some decency, oh yah and ethics/morals, with that much opportunity. 38mil in one year. management fee? this just plays to the game: 1 point for regulation, 0 points for deregulation.
NIR Group Subpoenaed By SEC
http://www.forbes.com/2009/07/24/nir-group-corey-ribotsky-business-wall-street-hedge-fund.html
@54 so it looks like Vardi at Forbes is bringing the story home. He’s done a good job of getting the word out to a main street financial reader – tied into the fact Dealbreaker reported this SEC investigation news yesterday – I’d say if three respected reporters are this strong in putting their names behind the news it’s real.
Has the media actually caught the bad guy before regulators?
I think so.
Here is a great column from Goldstein on Reuters – who knows a thing or two about PIPE’s from his days of covering the sector at thestreet.com. He lays out some interesting questions for the SEC and shows readers why they were late to probe NIR Group. He also reminds the Street the WSJ was late to the story – with some nice credits to Frobes and Dealbreaker for getting it right first.
http://blogs.reuters.com/commentaries/2009/07/25/was-sec-slow-to-probe-nir-group/
Here are many of the companies AJW funds invests in
http://nirgroup.blogspot.com/
This Sequoia Sun guy is not a humanitarian anything. Check out all his lawsuits in the courts. It wasn’t even his money to invest.
So when are the cuffs coming out for Corey “Madoff” Ribotsky?
This guy is a train reck and he’s sinking fast!
A self destructive mess! Accused of cheating his clients and accused of cheating on his wife!
THE TRUTH IS THAT COREY RIBOTSKY IS A CROOK AND HE CHEATS ON HIS WIFE TOO!
WHAT’S WORSE IS THAT HE CHEATED WITH HIS BEST FRIEND’S WIFE! HE PLOTTED AND LIED AND LEFT HIS WIFE AND KIDS FOR THIS GIRL TAMMI. WHO CAN TRUST A GUY LIKE THIS WITH A RED CENT!!
THIS GUY IS REAL SCUM AND WILL EVENTUALLY GO DOWN!