SEC Claims Florida-Based Woodbridge Group Ran $1.2B Ponzi Scheme
The SEC alleges Woodbridge and its former CEO Robert H. Shapiro defrauded more than 8,400 investors, many of whom were elderly.
December 21, 2017 at 05:30 PM
7 minute read
The Securities and Exchange Commission complaint describes a classic South Florida crime story updated for an era of historically low interest rates.
Boca Raton-based Woodbridge Group and founder Robert H. Shapiro is charged with orchestrating a $1.2 billion Ponzi scheme built on fictitious real estate loans and living a country-club life of luxury.
The civil charges and an asset freeze were announced Thursday after U.S. District Judge Marcia Cooke in Miami unsealed the SEC's securities fraud complaint claiming more than 275 limited liability companies defrauded more than 8,400 investors, including 2,600 people who invested $400 million in retirement savings.
The dollar figures are easier to comprehend when you factor in Woodbridge's $10,000 minimum investment, and the complaint indicated some whales dove in with much, much more.
Unregistered offerings were promoted as mortgage investment funds and commercial real estate bridge loan funds, the SEC said. Most of the money cycled internally through the accumulation of Woodbridge companies. Investigators found outside loans that generated $13.7 million, but $368 million in interest, dividends and principal repayments went to investors, who were encouraged to roll over expiring funds.
The SEC has been chasing Woodbridge records for operations dating back to 2012 since January, but in the end the operation came crashing down in a matter of days this month.
On Dec. 1 after collecting more than $1.22 billion from investors “with more than $961 million in principal still due to investors, Woodbridge and Shapiro missed their first interest payments to investors after purportedly ceasing their fundraising activities,” the complaint said. “Without the infusion of new investor funds,” Shapiro's companies were placed in Chapter 11 bankruptcy Dec. 4 in Delaware.
Shapiro and his wife, Jeri, lived in the Los Angeles suburb of Sherman Oaks, He owned property in Palm Beach County and was registered to vote in Florida. But the couple spent much of their time in the Rockies. Shapiro's Woodbridge Realty of Colorado hosted a New Year's Eve party for 250 revelers ringing in 2016 in a ballroom tastefully decorated in black and white.
The company website boasted of a “mouthwatering display of prime rib, spring lamb, oysters, crab, shrimp—and every type of charcuterie and hors d'oeuvres imaginable” for the party at the private Aspen Glen Club in Carbondale, Colorado.
Shapiro and his wife hosted a September 2016 fundraiser at the same club for Republican U.S. Senate nominee Darryl Glenn, who lost the race but is running for a U.S. House seat.
Shapiro also was photographed at a party with Milwaukee County, Wisconsin, Sheriff David Clark, a Democrat who left office in August.
The SEC charged at least $21 million went directly from investors to the Shapiros, who chartered planes and spent $ 1.6 million on home furnishings, $200,000 at Four Seasons Hotels and Ritz-Carlton hotels and $34,000 on limousines.
PERSONAL CONTROL
Meanwhile, the SEC charged Shapiro personally administered a fundraising and fund-moving empire with 140 employees while retaining signature authority over all accounts.
”Our complaint alleges that Woodbridge's business model was a sham,” Steven Peikin, co-director of the SEC's enforcement division, said in a statement. ”The only way Woodbridge was able to pay investors their dividends and interest payments was through the constant infusion of new investor money.”
The SEC claims Shapiro “used a web of layered companies to conceal his ownership interest in the purported third-party borrowers,” according to a statement from Eric Bustillo, the director of the SEC's Miami regional office.
Shapiro's attorney, Ryan O'Quinn of DLA Piper in Miami, said via email that his client “is cooperating with the bankruptcy to protect the assets held for the benefit of Woodbridge's stakeholders.”
Shapiro “denies any allegation of wrongdoing and looks forward to his opportunity to defend himself in a court of law,” O'Quinn said.
The Woodbridge corporate defendants are represented by Kevin Jacobs and Adam Schwartz of Homer Bonner Jacobs in Miami. Jacobs did not immediately respond to a request for comment.
The SEC alleges the defendants told investors they issued loans to third-party commercial real estate owners that paid Woodbridge 11 percent to 15 percent annually for short-term financing. Woodbridge promised to pay investors 5 percent to 10 percent interest annually, according to the SEC.
Most borrowers were Shapiro-owned companies with no income, and they never made interest payments on the ostensible loans, the SEC claimed.
Marketing involved Woodbridge's website, telemarketing, point-and-click internet ads, social media, direct mail, seminars and in-person group sales presentations, the complaint said.
Investors were recruited through a widespread network of pitchmen who were paid $64.5 million in commissions for promoting “the investments as 'low risk' and 'conservative.'” About 30 sales agents worked in-house, and hundreds more were outside recruiters, the SEC said.
Woodbridge told investors they were looking at a “simple, safer and more secured opportunity for individuals to achieve their financial objective,” the complaint said.
A sales director identified by the SEC only as “DR” crowed in March 2016 about “by far our biggest month to date!!!!!”
A lead-generating company used by Woodbridge “remarked that leads followed up within 20 minutes of generation are 'where your sales team will find the majority of low hanging, easiest to harvest fruit,'” the complaint said.
The complaint referred to a woman by the initials “NP” who worked in a Daytona Beach satellite office and served as the company controller but is not an accountant. The bookkeeper “maintained the company's financial records with daily instructions from Shapiro.” The corporate network had no external auditors.
Paperwork filed by Woodbridge companies with the Florida Division of Corporations listed a mailing address that's an Office Depot store in Boca Raton. A 2013 letter signed by Shapiro lists the address as the company headquarters for Woodbridge Structured Funding LLC.
Other documents for Woodbridge Structured Funding of Florida LLC lists the manager's address as a nondescript office on a retail strip in Sherman Oaks.
Both companies were dissolved by the state for failing to file annual reports, the first on Sept. 22 and the second in September 2012.
REGULATORS
While regulators in Massachusetts, Texas, Arizona, Pennsylvania and Michigan pursued Woodbridge, Shapiro hired a public relations firm “to manipulate search engine results so that investors that looked up Woodbridge would not see the state regulatory orders filed against the company.”
Shapiro was transitioning investors to a new investment wrinkle called “a co-lending opportunity” that mirrored the old vehicle but with a nine-month term, the SEC said. Shapiro and the sales director contended the change meant the investment was not a regulated security. They planned to “switch first then settle quietly” with Colorado and California.”
No criminal charges have been filed. The alleged fraud matches the size of disbarred law firm chairman Scott Rothstein's massive $1.2 billion Ponzi scheme.
“It is not unusual for the SEC to undertake such an action in order to stop the investors from losing additional money while a criminal investigation takes place,” said Coral Gables attorney David Weinstein, a former federal prosecutor now with Hinshaw & Culbertson. “Shapiro can perhaps cooperate with the SEC in an effort to hold off the criminal investigation. The lesson to be learned from all of this is that if it sounds too good to be true, it usually is.”
Miami SEC attorneys Scott Lowry, Linda Schmidt, Russell Koonin, Christine Nestor and Mark Dee are leading the investigation with assistance from Alistaire Bambach, David Baddley and Neal Jacobson. The case has been supervised by Jason Berkowitz and Fernando Torres.
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