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Hospital Investors Trust Inc. (known as “HIT”), previously known as American Realty Capital Hospitality Trust, announced on February 28, 2019 that it was suspending a share repurchase program under which the REIT had repurchased some shares from investors at $9.00 a share.  HIT framed the program as an accommodation for investors who needed liquidity and recommended that investors not sell their shares.

Money Maze
Back in October 2018, the company, a public, non-traded real estate investment (REIT) with a focus on hospitality properties in the United States, announced the buyback program of $9.00/share effective December 31, 2018. $9.00/share was an approximate 35% discount to the REIT’s most recent net asset value (NAV) per share of $13.87 and significantly less than the $25.00/share price at which most investors purchased shares.  When HIT’s board announced the buyback program in October, they recommended that only those investors that required immediate liquidity should sell their shares, as the $9.00/share price was a significant decrease in the current market value.

Non-traded REITs are risky investments for investors, but lucrative for financial advisors and brokerages. Many investors have reportedly been pressured into investing in non-traded REITs by their financial advisors or brokers, without ever receiving the proper explanation as to the risk and complexity of non-traded REITS.  Further, once invested, investors, are often forced to rely upon the REIT’s own estimate of its value, since non-traded REIT shares do not trade in a liquid public market like shares of stock.

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As we previously reported, the U.S. Securities and Exchange Commission (“SEC”), Financial Industry Regulatory Authority (known as “FINRA”), the FBI, and the State of Massachusetts are investigating GPB Capital Holdings LLC (“GPB”) in probes reportedly concerning the accuracy of GPB’s disclosures of financial information to their investors.  GPB, a New York asset management firm, focused on private placement investments, has reportedly been under investigation by Massachusetts since September 2018.

Building Demolished
According to public documents filed with the SEC, there are approximately 80 broker-dealers that may have sold, or were authorized to sell investments for GPB.  As registered broker-dealers, any firms who actually sold GPB securities were required to conduct adequate due diligence in investigating potential investments and also to ensure their clients understood the risks associated with any GPB potential investment.

The broker-dealers who appear in the SEC filings for GPB offerings are listed below.  It is important to note that none of these broker-dealers has been found to have engaged in any wrongdoing.

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Investors in Inland Residential Properties Trust Inc. (“Inland Residential”), a publicly registered non-traded real estate investment trust or REIT, have an opportunity to sell their shares- but at a price far below the REIT’s estimated per-share value of $16.06 a share, or its initial $25.00 a share offering price.   MacKenzie Capital Management recently announced an unsolicited tender offer to purchase up to 200,000 shares of Inland Residential, at a price of $11.39 a share. The tender offer expires on March 22, 2019.

Apartment Building
Inland Residential is in the process of being liquidated, which means the company is selling off its assets and distributing the sales proceeds to shareholders pro rata.  Inland Residential’s board estimates that the REIT’s shares have a net asset value or “NAV” of $16.06 as of February 1, 2019.  This $16.06 estimated NAV is net of a distribution of $4.53 a share that Inland Residential previously paid to shareholders after the sale of one of the REIT’s properties.

Inland Residential Properties Trust’s $1 billion offering was declared effective in February 2015.  The offering raised approximately $47 million, selling stock in Inland Residential for $25.00 a share.  The REIT invests in multifamily housing in large metropolitan areas.

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As previously reported, both the SEC and FINRA have reportedly commenced investigations into GPB Capital Holdings, LLC (“GPB”).  According to news reports GPB is now under investigation by the FBI as well.   Investment News reports that the FBI made an unannounced visit last week to the investment firm’s office in New York, along with officials from a New York regulator.  According to press reports, the focus of the SEC’s inquiry was the accuracy of financial disclosures made by GPB to investor in its funds.   The target of the reported FBI investigation has not been publicly reported.  These investigations by federal regulators come on the heels of Massachusetts securities regulators announcing in September 2018 their own investigation into GPB, as well as the sales practices of more than 60 independent broker-dealers who reportedly offered private placement investments in various GPB funds to their clientele.

Money Bags
GPB is a New York-based alternative asset management firm whose business model is predicated on “acquiring income-producing private companies” across a number of industries including automotive, waste management, and middle market lending.   An issuer of private placements, GPB has raised $1.8 billion from accredited investors in funds that in turn invest in auto dealerships and the waste management industry.  Stockbrokers and advisors from dozens of  brokerage and financial advisory firms sold the high risk, high-commission private placements, including GPB Automotive Portfolio, LP, and GPB Waste Management, LP.

Private placement investments are complex and fraught with risk.  To begin, private placements are often sold under a high fee and commission structure.  Reportedly, one brokerage executive has indicated that the sales loads for GPB private placements were 12%, including a 10% commission to the broker and his or her broker-dealer, as well as a 2% fee for offering and organization costs.  Such high fees and expenses act as an immediate drag on investment performance.

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Third-party investment firm  CMG Partners LLC is reportedly offering to pay $3.21 per share of  KBS Real Estate Investment Trust II (“KBS II”), a publicly registered non-traded real estate investment trust or REIT.  KBS II is urging its stockholders not to sell their shares in the tender offer.  In December 2018,  KBS II announced an estimated $4.95 per share net asset value (“NAV”) for the REIT’s common stock.  An NAV is an estimate of a stock’s value per share, based on the estimated value of a company’s property and assets less the estimated value of its liabilities, divided by the number of shares outstanding.

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KBS II has reported paid shareholders $4.50 per share in special distributions from proceeds from its property sales.  KBS II shares were sold in the REIT’s public offering for $10.00 a share.  KBS II closed its public offering in December 2010 after selling $1.8 billion of shares to the public.  Secondary market transactions in KBS II shares have reportedly priced the shares at between $4.00 and $4.06 a share.

Non-traded REITs pose a great deal of risks that are often not readily apparent to retail investors, and may not be adequately explained by the financial advisors and stockbrokers who recommend these complex investments.  One significant risk associated with non-traded REITs concerns their high up-front commissions, typically between 7-10%.  In addition to high commissions, non-traded REITs like KBS II generally charge investors for certain due diligence and administrative fees, ranging anywhere from 1-3%.

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Customers of barred broker or “financial advisor” Gabriel “Gabe” Block of Red Bank, New Jersey may have arbitration claims if Block caused the customers losses by recommending over-concentration of the customers’ accounts in stocks, excessive use of margin loans and/or trading in microcap stocks.

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Block (CRD No. 213543) is a former registered representative of First Standard  Financial Co. (“First Standard”) in Red Bank, New Jersey.  According to publicly-available information on FINRA Broker Check, Block is now suspended by FINRA as of January 2019, having failed to pay an arbitration award entered against him by his former employer.  Block has also twelve disclosures on his FINRA BrokerCheck report including three regulatory events and nine customer disputes.

According to publicly available documents, Block was the subject of a permanent bar by FINRA as of March 13, 2018.  In barring Block, FINRA discussed Block’s history of alleged misconduct and legal claims involving customers dating back to the 1990s.

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Oil Drilling RigsInvestors in certain oil and gas limited partnerships offered and underwritten by David Lerner Associates, Inc. (“David Lerner”) — including Energy 11, L.P. (“Energy 11”) and Energy Resources 12, L.P. (“ER12”) — may be able to recover investment losses through FINRA arbitration, in the event that the investor’s broker lacked a reasonable basis for the recommendation, or if the nature of the investment including its many risk components was misrepresented by the financial advisor.  Energy 11 is a Delaware limited partnership formed in 2013 “to acquire producing and non-producing oil and natural gas properties onshore in the United States and to develop those properties.”  Specifically, as of March 31, 2017, Energy 11 had made key acquisitions in certain Sanish Field Assets (for approx. $340.5 million) located in North Dakota in proximity to the Bakken Shale.

ER12 was formed in 2016 as a Delaware limited partnership, with essentially the same objective as Energy 11, namely to “acquire producing and non-producing oil and gas properties with development potential by third-party operators on-shore in the United States.”  On February 1, 2018, ER12 closed on the purchase of certain Bakken Assets, including a minority working interest in approximately 204 existing producing wells and approximately 547 future development locations, primarily in McKenzie, Dunn, McLean and Mountrail counties in North Dakota.

Structured as limited partnerships, both Energy 11 and ER12 carry significant risks that may not be adequately explained to retail investors in marketing pitches by financial advisors who may recommend these complex financial products.  To begin, both Energy 11 and ER12 were only recently formed (2013 and 2016, respectively) and have very little operating history.  Moreover, each limited partnership is helmed by a CEO and CFO, Glade Knight and David McKenney, whose primary experience is in the real estate industry, not the oil and gas arena.  Oil and gas investments by their very nature are extremely volatile as they are subject to the boom and bust cycles which characterize the oil market.

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An options trading program marketed as a “Yield Enhancement” strategy to brokerage customers of UBS, reportedly including risk averse investors with substantial bond portfolios, has suffered a hard landing in November and December as the so-called “Iron Condor” index options spread-based scheme has reportedly delivered losses in excess of 20% of the capital committed.

Iron Condor Basics
UBS’s Yield Enhancement Strategy (“YES”) reportedly has over $5 billion under management and over 1,200 investors.  Investors in YES must agree to commit capital to the program, a so-called “mandate,” which may take the form of securities or cash.  The committed capital provides collateral for options spread trading in each investor’s account.  Although marketed to bond investors, the bonds held by each investor have nothing to do with the YES strategy other than serving as collateral for the options trades.  Some investors pledge other securities or cash as collateral for the YES program.

The YES strategy entails generating option premium income through the strategic sale and purchase of SPX (S&P 500) index option spreads.  This strategy, which is also sometimes referred to as an “Iron Condor” spread, involves writing two vertical options spreads – a bear call spread and a bull put spread.  Thus, this strategy entails four different options contracts, each with the same expiration date and differing exercise prices.  The “Iron Condor” strategy involves writing both a short put and a short call against the SPX, with these naked, or uncovered, options are designed to generate income for the investor via the receipt of premium.  Further, the “Iron Condor” strategy involves writing both a long put and long call against the SPX, with these trades, or options legs, designed to mitigate the risk associated with the uncovered options positions.

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Oil Drilling RigsIf your financial advisor recommended an investment in All American Oil & Gas (“AAOG”) stock, limited partnership units, or high yield (“junk”) bonds, you may be able to recover losses sustained through FINRA arbitration, in the event your broker lacked a reasonable basis for the recommendation, or if your financial advisor failed to disclose the many risks associated with an investment in AAOG.  Headquartered in San Antonio, TX, AAOG is a privately held oil and gas producer that is the parent company of subsidiaries Western Power & Steam, Inc. (“WPS”) and Kern River Holding Inc. (“KRH”), an upstream exploration and production outfit with approximately 124 producing wells in the Kern River Oil Field.  Together, AAOG, WPS and KRH are referred to as the Company.

On November 12, 2018, the Company filed for Chapter 11 bankruptcy in U.S. District Court in the Western District of Texas, citing “an ongoing dispute with its lenders.”  As of the date of filing its petition, the Company has a total of $141,942,197 in debt obligations.  According to the bankruptcy petition, in a number of instances KRH is the borrower on the Company’s loan facilities, as it requires regular ongoing cash flows to maintain its exploration and production activities.

With U.S. crude oil now trading below $50 per barrel (in 2014 oil was trading around $100, and as recently as September 2018 was hovering around $80 per barrel), many oil and gas companies may now be encountering financial distress after leveraging their balance sheets in order to fund costly exploration, drilling and related operations.  Predictably, this overleveraging has placed some oil and gas companies in a precarious financial position, particularly those operating in the capital-intensive and risky upstream sector of the oil and gas market.

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Money WhirlpoolAs recently reported, both the SEC and FINRA have commenced their own investigations into GPB Capital Holdings, LLC (“GPB”).  GPB is a New York-based alternative asset management firm whose business model is predicated on “acquiring income-producing private companies” across a number of industries including automotive, waste management, and middle market lending.  These investigations by federal regulators come on the heels of Massachusetts securities regulators announcing in September 2018 their own investigation into GPB, as well as the sales practices of more than 60 independent broker-dealers who reportedly offered private placement investments in various GPB funds to their clientele.

GPB has raised approximately $1.8 billion in investor funds across its various private placement offerings, including GPB Automotive Portfolio, LP, and GPB Waste Management, LP.  Private placement investments are complex and fraught with risk.  To begin, private placements are often sold under a high fee and commission structure.  Reportedly, one brokerage executive has indicated that the sales loads for GPB private placements were 12%, including a 10% commission to the broker and his or her broker-dealer, as well as a 2% fee for offering and organization costs.  Such high fees and expenses act as an immediate drag on investment performance.

Further, private placement investments carry a high degree of risk due to their nature as unregistered securities offerings.  Unlike stocks that are publicly registered, and therefore, must meet stringent registration and reporting requirement as set forth by the SEC, private placements do not have the same regulatory oversight.  Accordingly, private placements are typically sold through what is known as a “Reg D” offering.  Unfortunately, investing through a Reg D offering is risky because investors are usually provided with very little in the way of information.  For example, private placement investors may be presented with unaudited financials or overly optimistic growth forecasts, or in some instances, with a due diligence report that was prepared by a third-party firm hired by the sponsor of the investment itself.