Alex Constantine - December 19, 2014
The collapse of InnoVida Holdings LLC in 2011 didn’t get much traction in the media. Except in South Florida, where a small group of investors lost more than $40 million on a scheme to market hurricane- and earthquake-resistant homes assembled from prefabricated plastic panels. The company CEO had promised a highly publicized roll-out in Haiti followed by expansion into more lucrative markets. Neither ever occurred.
Even in South Florida, the story had receded into endless litigation (with more than 1,000 pleadings filed in bankruptcy and civil proceedings). It resurfaced inThe New York Times in April, because it involved former Florida Gov. Jeb Bush, who is emerging as the preferred 2016 presidential candidate among establishment Republicans who consider New Jersey Gov. Chris Christie unelectable.
Bush was both a director on the corporate board and a marketing consultant for InnoVida Holdings LLC while it was the subject of a criminal investigation that sent its two top executives to jail.
The Times surveyed business dealings Bush pursued after leaving office in 2007. He had returned to the private sector with a modest net worth of $1.3 million, lagging behind his brothers. George W., for example, made $14 million on the sale of his partial ownership of the Texas Rangers while he was governor of Texas. Jeb, the Times reported, scrambled to make up for time lost while governor and had earned $3.2 million since leaving office.
“Jeb Bush sat on the board of directors and served as a marketing consultant to a Florida company while it was under a criminal investigation that sent its two top executives to jail.”
There is much more to Jeb Bush’s role in the InnoVida scam, which wiped out every dime of shareholder wealth, than the Times reported. Bankruptcy documents, a lawsuit filed by the Securities and Exchange Commission and filings in criminal and civil cases suggest an ethical blind spot that led Bush to ignore the fact that the book value and returns reported by InnoVida executives were impossible under any reasonable set of financial assumptions.
Corporate board directors have a fiduciary responsibility to shareholders whose interest they represent. Bush endorsed a company that defrauded its shareholders and the government while failing to deliver its product to market.
“Corporate Ponzi scheme”
Before the indictment and bankruptcy, InnoVida was a quintessential South Florida story unfolding on the business and lifestyle pages of the Miami Herald. An extravagant and strikingly handsome South American CEO, arts patron and political donor hosting A-list parties in a $12 million waterfront mansion on Star Island, a gated community on a man-made island in Biscayne Bay, the Venezuelan-born Gatsby had a $75,000 speedboat at the end of the dock. And a Maserati in the garage. He was also a major Democratic Party donor.
Claudio Osorio is now Inmate #01273-104 at the Miami Federal Detention Center. A bankruptcy trustee sold the property rights to his resilient plastic panels to a Brazilian company. Forensic accountants continue to search for funds in offshore banks. And investors are asking what became of $40-$50 million they staked on a company that promised turnkey prefabricated residential units assembled in one day.
Osorio, it turns out, was damaged goods long before Bush signed on. An unnamed Bush aide told the Times that he had done a background search on Osorio and found one bankruptcy but “nothing to suggest wrongdoing.”
Before the bankruptcy that the aide referred to, Osorio’s CHS Electronics was in federal court in Miami, defending itself against class-action suits by shareholders who claimed the company had engaged in securities fraud. Several of the shareholders’ suits were consolidated in 1999, and in 2001 a bankruptcy judge in Miami used proceeds from insurance policies that had been purchased by the company’s board of directors and officers to pay shareholders $11,750,000, according to court records.
Those records were available to anyone doing a background research and should have been a red flag regarding any Claudio Osorio business venture.
An attorney who would later sue Osorio told me, “This is a small world down here,” and that it would almost require “willful ignorance” to miss the paper trail of litigation that led to Osorio’s corporate suite.
Offshore Alert’s financial database later published a report linking Osorio to potential criminal activities in Switzerland:
“Claudio Osorio Rodriguez et al. Application for the appointment to collect evidence for a criminal investigation in Switzerland into Claudio Eleazar Osorio Rodriguez, Marc Schurtz, John Metzger, William Ferrero and Andre Tinguely into alleged fraud and forgery regarding the bankruptcy of CHS Financial Suisse SA in May 2000.”
Seven years before he invited Bush to join InnoVida’s corporate board, Osorio was pursuing a $200-million loan in Switzerland with what was alleged to be a fraudulent application.
But the more critical story played out in federal courts in the Southern District of Florida, where plaintiffs claimed that Osorio submitted false financials based on forged documents and fake orders. And that CHS Electronics had reported near-impossible increases in profits—from $1.34 million to $4.7 billion in a four-year period. After attorneys for shareholders discovered widespread accounting irregularities, stock value evaporated and the company’s remaining assets were parceled out to creditors in bankruptcy court.
What happened at CHS foreshadowed what would happen at InnoVida. The same patterns and practices that resulted in the loss of all shareholder value at CHS would be repeated seven years later.
David Nunez, a Florida lawyer who represented several shareholders who together lost more than $5 million when InnoVida collapsed, said there was a lack of corporate due diligence.
“There’s nothing wrong with filing bankruptcy,” Nunez told me. “But if you had done your research, you would have learned that this guy [Osorio] took a multinational company into bankruptcy after he took out a $200-million loan with forged papers. The Swiss government asked the U.S. Attorney’s office here in South Florida to assist in their probe, because they felt the loan was made under fraudulent terms. To me, that would be an indication that I should look deeper.”
“A Securities and Exchange Commission lawsuit filed against InnoVida alleges that Bush was brought on ‘to add an air of legitimacy to InnoVida.’”
Why didn’t Bush or someone on his staff look deeper? The former governor wasn’t a novice. He had been involved in commercial real estate in South Florida, he was the director of a business-consulting firm and he was sitting on five other corporate boards. How did he end up on the board of directors of a corporate Ponzi scheme—or so InnoVida is described in the 21-count federal indictment of Osorio and his Chief Financial Officer Craig Toll.
According to the indictment, “newly collected investor money was being used to pay annual returns on interest payments promised to investors and to repay investors’ principal in order to create the false and fraudulent impression that InnoVida was successful and profitable.”
“Their numbers were a crock of you-know-what”
Bush is not mentioned in the indictment that sent Osorio to prison for 12-and-a-half years. Nor is there any suggestion that he was culpable of criminal wrongdoing.
But a Securities and Exchange Commission lawsuit filed against InnoVida and Osorio in 2013 alleges that Bush was brought on “to add an air of legitimacy to InnoVida,” which “helped Osorio raise approximately $16.8 million from at least five investors.” More than half that money, according to the complaint, was used by Osorio to pay for private homes in Florida, Colorado and Switzerland.
The fraudulent financial statements detailed in the SEC complaint should have set off alarms for Jeb Bush and the other board members.
Osorio and his CFO created one financial statement showing that InnoVida had more than $35 million in cash and more than $100 million in equity, both of which were not true.
Osorio informed one prospective investor that InnoVida was valued at $50 million and another that it was valued at $250 million. Neither statement was true.
In March 2009, one financial statement listed “more than $35 million in cash and cash equivalents” while there was only $185,000 in company accounts.
InnoVida executives used fraudulent statements to lure investors who were solicited at board meetings. After one meeting, “an investor subsequently increased his investment and a potential investor made his initial investment based on the fraudulent financial statements.”
Cash value and equity, according to the SEC complaint, were adjusted as needed on paper to lure investors. During a September 2009 board meeting, for example, prospective investors were told the company was valued at $250 million, although InnoVida’s most recent evaluation in December 2008 was for $20 million.
“I saw their books,” Nunez said in a phone interview. “And I’ll put ‘books’ in quotes. Their books were forged. I took an accountant to look at them. When we saw their numbers, we knew that they were a crock of you-know-what.
“Now I can’t imagine someone who has been in government, in the public sector, then in the private sector, having performed any kind of due diligence and concluded that this company was legitimate.”
Nunez wouldn’t disclose the names of his clients. According to bankruptcy filings, two of his clients were NBA power forward Carlos Boozer and his former wife, Cindy, listed as unsecured creditors in bankruptcy proceedings while suing InnoVida for $6 million.
“My clients did not rely per se on board members having done their due diligence,” Nunez said. “Having said that, I can’t imagine anyone looking at the company and saying Governor Bush is on the board, General Wesley Clark is on the board and thinking this is anything but a seal of approval. This was an all-star cast of board members.”
Miami attorney Abbey Kaplan represented a client who invested $6.3 million in the company, then loaned Osorio $1.7 million, according to court records.
In 2011, Kaplan told the Miami Herald that Osorio used his board members to attract his client. “Osorio used his apparent wealth, connections and success story to lure him in. A who’s-who was listed as his board of directors: Wesley Clark, Jeb Bush [Miami condo developer] Jorge Perez.”
In a telephone interview, Kaplan told me his client’s claim was stayed when InnoVida went into bankruptcy. “Unsecured creditors are the last to get paid,” Kaplan said.
As Bush eclipses Chris Christie as the moderate Republican alternative in the 2016 race, questions will persist.
(Among the list of unsecured clients in the Chapter 11 filings was the Overseas Private Investment Corporation, a federally backed agency that lost $3 million, the first installment of a $10-million loan to InnoVida.)
Bush repaid $270,000 of $468,901 he had earned as a consultant between 2007 and 2010. He stipulated in court documents that he was voluntarily surrendering the funds to the court and had not been compelled to repay them.
The discovery process in shareholders’ suits filed against Osorio and InnoVida ended when bankruptcy proceedings began, so Bush’s compensation as a board member was never revealed to shareholders or other creditors. Nor do documents explain why Bush repaid less than half the money he received from InnoVida.
As the company was never profitable and constantly solicited new investors, all of its money was investors’ money.
“A front-row seat to a corporate scam”
A spokesperson for Bush did not respond by deadline to emails or phone calls regarding InnoVida. But as Bush eclipses Chris Christie as the moderate Republican alternative in the 2016 race, questions will persist.
Was the former governor of Florida in the room when Claudio Osorio wildly overstated the value of the company to secure millions from an investor who lost everything? Did it occur to Bush to inquire about a multimillion-dollar investor from a Middle East sovereign-wealth fund who never existed? Did Bush ask how company value increased from $20 million to $250 million in nine months in 2009?
Perhaps his staff bungled what should have been a simple background check on Claudio Osorio, thus missing his first shakedown of investors. But according to documents on file in state and federal courtrooms in Florida, what happened the second time around, in InnoVida’s corporate board room, put two men in jail and destroyed tens of millions of dollars in shareholder wealth.
And Jeb Bush either had a front-row seat to a corporate scam or he ignored his duty to the shareholders he represented on a corporate board.