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Refco

Refco (OTCBB: RFXCQ) is a New York-based financial services company, primarily known as a broker of commodities and futures contracts. It was founded in 1969 as "Ray E. Friedman and Co." Prior to its collapse in October, 2005, the firm had over $4 billion in approximately 200,000 customer accounts, and it was the largest broker on the Chicago Mercantile Exchange. The firm's balance sheet at the time of the collapse showed about $75 billion in assets and a roughly equal amount in liabilities. Though these filings have since been disowned by the company, they are probably roughly accurate in showing the firm's level of leverage.

Refco became a public company on August 11, 2005 with the sale of $26.5 million shares to the public at $22. It closed the day over 25% higher than that, valuing the entire company at about $3.5 billion. Investors had been pleased to buy shares because of Refco's history of profit growth -- they had reported 33% average annual gains in earnings over the four years before their initial public offering.

The Scandal

Refco, Inc. entered crisis on Monday, October 10, 2005 when it announced that its chief executive officer and chairman, Phillip R. Bennett had hidden $430 million in bad debts from the company's auditors and investors, and had agreed to take a leave of absence.

Refco said that through an internal review over the preceding weekend it discovered a receivable owed to the company by an unnamed entity that turned out to be controlled by Mr. Bennett, in the amount of approximately US$430 million. Apparently, Bennett had been buying bad debts from Refco in order to prevent the company from needing to write them off, and was paying for the bad loans with money borrowed by Refco itself. He arranged at the end of every quarter for a Refco subsidiary to lend money to a hedge fund called Liberty Corner Capital Strategy, which then lent the money to Refco Group Holdings. Bennett's company then paid the money back to Refco, leaving Liberty as the apparent borrower when financial statements were prepared. It is not yet clear if Liberty knew it was hiding sham transactions; management of the fund has claimed that they believed it was borrowing from one Refco subsidiary and lending to another Refco sub, and not lending to an entity that Mr. Bennett secretly controlled. On October 20, they announced plans to sue Refco.

The law requires that such financial connections between corporation and its own top officers be shown as what is known as a related-party transaction in various financial statements. As a result, Refco said, "its financial statements, as of, and for the periods ended, Feb. 28, 2002, Feb. 28, 2003, Feb. 28, 2004, Feb. 28, 2005, and May 31, 2005, taken as a whole, for each of Refco Inc., Refco Group Ltd. LLC and Refco Finance Inc. should no longer be relied upon."

This announcement triggered a number of investigations, and on October 12 Mr. Bennett was arrested and charged with one count of securities fraud for using U.S. mail, interstate commerce, and securities exchanges to lie to investors. His lawyer has said that Bennett plans to fight the charges. As of October 19, trading of Refco's shares has been halted on the New York Stock Exchange, which is moving to permanently delist the shares. Before the halt, the shares were trading for more than $28 per share, and as of October 19, they had dropped (on the pink sheets) to $0.80 per share.

Refco, Inc. filed for chapter 11 for a number of its businesses, to seek protection from its creditors on Monday, October 17, 2005. At the time, it declared assets of around $49 billion, which would have made it the fourth largest bankruptcy filing in American history. However, the company subsequently submitted a revised document, claiming it had $16.5 billion in assets and $16.8 billion in liabilities. Refco also announced a tentative agreement to sell its regulated futures and commodities business, which isn't covered by the bankruptcy filing, to a group led by J.C. Flowers & Co. LLC for about $768 million. However, other bidders have emerged, including Interactive Brokers and Dubai Investments, the investment division of the country of Dubai, who have offered to buy the entire company. These offers were for a time rebuffed, as the Flowers-led group would receive a "break-up" fee if Refco were to sell itself to one of these other parties. However, the bankruptcy judge in charge of the case decided that the break-up fee was unjustified due to the other interested parties not demanding a similar fee, leading to the Flowers group withdrawing their bid.

Though of much smaller size, the regulatory impact of the scandal will be larger than for probably any other corporate failure except for Enron. Refco had sold shares to the public in a public offering only two months before revealing the apparent fraud. Their auditors, Grant Thornton, and the investment banks that handled the IPO, Credit Suisse First Boston, Goldman Sachs, and Bank of America Corp., all supposedly completed due diligence on the company, and all missed the CEO's hiding $430 million in bad debts. Their largest private investor was Thomas H. Lee Partners, L.P., a highly regarded buyout fund, and the reputation of its managers has been similarly sullied.

As of October 27, shareholders of Refco have filed class action lawsuits against Refco, Thomas H. Lee Partners, Grant Thornton, Credit Suisse First Boston, and Goldman Sachs.

The company's bankruptcy auction of its commodities and futures business ended on November 10th, with the final purchaser being announced as Man Financial, a rival in the commodities and futures fields. The company is an arm of the UK-based Man Group. The purchased Refco units will cease the use of the Refco name on Monday, November 28th.

On January 25, 2006, Refco asked the bankruptcy court to approve appointment of Christie's auction house to sell Refco's prized art collection, which includes photographs by Charles Ray and Andy Warhol. The hearing on Refco's request is scheduled for February 14.

The $430 million

Though no detailed report on Bennett's transactions has been made public, anonymous sources cited by the Wall Street Journal and other publications have stated that the debt stemmed from losses in as many as 10 customer trading accounts, including that of Ross Capital, and the widely reported October 27, 1997, trading losses of hedge fund manager Victor Niederhoffer. Niederhoffer said on his Web site in response to these news articles that Refco wanted to take over the assets in his accounts and assume all the liabilities in order to meet capital requirements, and that he and Refco signed a formal agreement to that effect on Oct. 29, 1997, in the presence of two major law firms and under the close scrutiny of regulators. "There were no debts, loans, or any other financial obligations left open between us," Niederhoffer said. "Refco received considerable assets from us as part of our agreement. I don't know how much money Refco received for these assets, or how it accounted for the transaction, or whether it ended up with a profit or loss. If Refco did suffer a loss, I am confident that it was quite minimal relative to the $460 million receivable said to have been a key link in the firm’s debacle, or to the actual sums that the principals and key players of the firm took out many years later." The story in the Journal implies that Refco settled Niederhoffer's debt for positions that were worth less than he owed them, or perhaps that they accrued trading losses unwinding those positions.

Ross Capital has also been named by the Wall Street Journal's anonymous sources as one of the firms with losses that somehow led to Bennett's $430 million debt. Ross Capital is run by Wolfgang Flottl, whose father used to run Bawag P.S.K. Group, an Austrian bank that lent Bennett the money to repay Refco. In 1999, Bawag purchased 10% of Refco in a private transaction, and had an outstanding loan of 75 million euros to Refco at the time the firm collapsed. On October 5, before news of the hidden loan was made public, Phillip Bennett applied for a 350 million euro loan, to be collateralized with his shares in Refco. The loan was granted on October 10, and Bennett used it to pay off the hidden $430 million. The Refco stock that collateralized the loan is now worthless, and on November 16, Bawag joined the line of people suing Refco, demanding 350 million Euros plus punitive damages in compensation for the company's failure to disclose information that would have discouraged Bawag from lending the money to Bennett. The Austrian National Bank and Financial Market Authority are investigating Bawag's involvement with Refco.

The apparent fraud was caught by Peter James, Refco's newly hired controller. Apparently, in the fiscal quarter before the story broke, Bennett failed to execute his temporary Liberty Strategies-hidden repayment of debt. This left the position on the books for James to find. It is unclear why the firm's Chief Financial Officer had not spotted the loan, but the firm's previous CFO, Robert Trosten, left Refco in October 2004 with a $45 million payout that was not disclosed in the firm's IPO prospectus. He is currently under investigation by regulators who suspect he may have known something about Bennett's malfeasance.

Older Scandals

Refco has not enjoyed a clean reputation with regulators. The Commodity Futures Trading Commission and the National Futures Association took action against Refco and its units more than 100 times since the firm's founding. According to the Wall Street Journal, it was "among the most cited brokers in the business, according to data provided by the NFA."

The 1978 "cattle futures" trading scandal in which Hillary Clinton was allowed to trade large positions on inadequate capital, and possibly the allocation of profitable trading by others into her account, was played out in Refco accounts.

In 2001, the NFA ordered Refco to pay $43 million to 13 investors after their Refco broker used bogus order tickets to clear trades.

On May 16, 2005, the company disclosed that it had received a "Wells Notice," indicating it might face charges related to improper short selling at its Refco Securities unit and other matters. The company had been implicated in "naked" short sales on the stock of a company called Sedona Corp., disclosed that it was negotiating the SEC and hoped to reach a settlement that would likely include an injunction against future violations and "payment of a substantial civil penalty." Refco put $5 million in reserve in anticipation of the settlement. The company has also been sued by Sedona in connection with this trading.


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The company has also been sued by Sedona in connection with this trading. Big Gay Out was repeated, though this time separate from London Pride, in 2005. The company had been implicated in "naked" short sales on the stock of a company called Sedona Corp., disclosed that it was negotiating the SEC and hoped to reach a settlement that would likely include an injunction against future violations and "payment of a substantial civil penalty." Refco put $5 million in reserve in anticipation of the settlement. Along with the music festival "Big Gay Out", a ticketed event for over 35,000 people in Finsbury Park acting as London's Gay Pride festival for 2004. On May 16, 2005, the company disclosed that it had received a "Wells Notice," indicating it might face charges related to improper short selling at its Refco Securities unit and other matters. These events include several parties for members featuring well-known popular music acts. In 2001, the NFA ordered Refco to pay $43 million to 13 investors after their Refco broker used bogus order tickets to clear trades. Although serving users internationally, Faceparty markets mainly in the United Kingdom and has run many major events since its launch in 2000, mostly in London.

The 1978 "cattle futures" trading scandal in which Hillary Clinton was allowed to trade large positions on inadequate capital, and possibly the allocation of profitable trading by others into her account, was played out in Refco accounts. It is quite possible that these pay-for services have contributed to the site's recent decline in the face of other free services, such as MySpace. According to the Wall Street Journal, it was "among the most cited brokers in the business, according to data provided by the NFA.". The so-called 'Adult Verification Service' allows members to view adult imagery on other member's profiles, and the name is somewhat misleading; there are other ways to prove someone's age without getting them to spend monthly credit card subscription, and it is possible to buy these services with cards registered to under-18s. The Commodity Futures Trading Commission and the National Futures Association took action against Refco and its units more than 100 times since the firm's founding. Also Faceparty incorporates paid-for services: Cool Tools allows members to, amongst other things personalise their profiles and track visits to their profiles. Refco has not enjoyed a clean reputation with regulators. For those in need of support Faceparty offers Grim Rita, a parodic agony aunt with a dry sense of humour and a great amount of wit at her disposal.

He is currently under investigation by regulators who suspect he may have known something about Bennett's malfeasance. As well as Groups; a feature that allows members to browse other profiles with similar interests. It is unclear why the firm's Chief Financial Officer had not spotted the loan, but the firm's previous CFO, Robert Trosten, left Refco in October 2004 with a $45 million payout that was not disclosed in the firm's IPO prospectus. Incorporated into the website are services that allow you to browse the community by location, age, gender, and sexuality. This left the position on the books for James to find. . Apparently, in the fiscal quarter before the story broke, Bennett failed to execute his temporary Liberty Strategies-hidden repayment of debt. Faceparty allows users to create online profiles and interact with each other using an advanced instant chat, messaging facilities (like an interface to email), and audio "voicemail messaging".

The apparent fraud was caught by Peter James, Refco's newly hired controller. Faceparty is a community social networking website primarily populated by teens through to late twenties. The Austrian National Bank and Financial Market Authority are investigating Bawag's involvement with Refco. The Refco stock that collateralized the loan is now worthless, and on November 16, Bawag joined the line of people suing Refco, demanding 350 million Euros plus punitive damages in compensation for the company's failure to disclose information that would have discouraged Bawag from lending the money to Bennett. The loan was granted on October 10, and Bennett used it to pay off the hidden $430 million.

On October 5, before news of the hidden loan was made public, Phillip Bennett applied for a 350 million euro loan, to be collateralized with his shares in Refco. In 1999, Bawag purchased 10% of Refco in a private transaction, and had an outstanding loan of 75 million euros to Refco at the time the firm collapsed. Group, an Austrian bank that lent Bennett the money to repay Refco. Ross Capital is run by Wolfgang Flottl, whose father used to run Bawag P.S.K.

Ross Capital has also been named by the Wall Street Journal's anonymous sources as one of the firms with losses that somehow led to Bennett's $430 million debt. If Refco did suffer a loss, I am confident that it was quite minimal relative to the $460 million receivable said to have been a key link in the firm’s debacle, or to the actual sums that the principals and key players of the firm took out many years later." The story in the Journal implies that Refco settled Niederhoffer's debt for positions that were worth less than he owed them, or perhaps that they accrued trading losses unwinding those positions. I don't know how much money Refco received for these assets, or how it accounted for the transaction, or whether it ended up with a profit or loss. "Refco received considerable assets from us as part of our agreement.

"There were no debts, loans, or any other financial obligations left open between us," Niederhoffer said. 29, 1997, in the presence of two major law firms and under the close scrutiny of regulators. Niederhoffer said on his Web site in response to these news articles that Refco wanted to take over the assets in his accounts and assume all the liabilities in order to meet capital requirements, and that he and Refco signed a formal agreement to that effect on Oct. Though no detailed report on Bennett's transactions has been made public, anonymous sources cited by the Wall Street Journal and other publications have stated that the debt stemmed from losses in as many as 10 customer trading accounts, including that of Ross Capital, and the widely reported October 27, 1997, trading losses of hedge fund manager Victor Niederhoffer.

The hearing on Refco's request is scheduled for February 14. On January 25, 2006, Refco asked the bankruptcy court to approve appointment of Christie's auction house to sell Refco's prized art collection, which includes photographs by Charles Ray and Andy Warhol. The purchased Refco units will cease the use of the Refco name on Monday, November 28th. The company is an arm of the UK-based Man Group.

The company's bankruptcy auction of its commodities and futures business ended on November 10th, with the final purchaser being announced as Man Financial, a rival in the commodities and futures fields. Lee Partners, Grant Thornton, Credit Suisse First Boston, and Goldman Sachs. As of October 27, shareholders of Refco have filed class action lawsuits against Refco, Thomas H. Lee Partners, L.P., a highly regarded buyout fund, and the reputation of its managers has been similarly sullied.

Their largest private investor was Thomas H. Their auditors, Grant Thornton, and the investment banks that handled the IPO, Credit Suisse First Boston, Goldman Sachs, and Bank of America Corp., all supposedly completed due diligence on the company, and all missed the CEO's hiding $430 million in bad debts. Refco had sold shares to the public in a public offering only two months before revealing the apparent fraud. Though of much smaller size, the regulatory impact of the scandal will be larger than for probably any other corporate failure except for Enron.

However, the bankruptcy judge in charge of the case decided that the break-up fee was unjustified due to the other interested parties not demanding a similar fee, leading to the Flowers group withdrawing their bid. These offers were for a time rebuffed, as the Flowers-led group would receive a "break-up" fee if Refco were to sell itself to one of these other parties. However, other bidders have emerged, including Interactive Brokers and Dubai Investments, the investment division of the country of Dubai, who have offered to buy the entire company. LLC for about $768 million.

Flowers & Co. Refco also announced a tentative agreement to sell its regulated futures and commodities business, which isn't covered by the bankruptcy filing, to a group led by J.C. However, the company subsequently submitted a revised document, claiming it had $16.5 billion in assets and $16.8 billion in liabilities. At the time, it declared assets of around $49 billion, which would have made it the fourth largest bankruptcy filing in American history.

filed for chapter 11 for a number of its businesses, to seek protection from its creditors on Monday, October 17, 2005. Refco, Inc. Before the halt, the shares were trading for more than $28 per share, and as of October 19, they had dropped (on the pink sheets) to $0.80 per share. As of October 19, trading of Refco's shares has been halted on the New York Stock Exchange, which is moving to permanently delist the shares.

His lawyer has said that Bennett plans to fight the charges. mail, interstate commerce, and securities exchanges to lie to investors. Bennett was arrested and charged with one count of securities fraud for using U.S. This announcement triggered a number of investigations, and on October 12 Mr.

should no longer be relied upon.". LLC and Refco Finance Inc. 28, 2005, and May 31, 2005, taken as a whole, for each of Refco Inc., Refco Group Ltd. 28, 2004, Feb.

28, 2003, Feb. 28, 2002, Feb. As a result, Refco said, "its financial statements, as of, and for the periods ended, Feb. The law requires that such financial connections between corporation and its own top officers be shown as what is known as a related-party transaction in various financial statements.

On October 20, they announced plans to sue Refco. Bennett secretly controlled. It is not yet clear if Liberty knew it was hiding sham transactions; management of the fund has claimed that they believed it was borrowing from one Refco subsidiary and lending to another Refco sub, and not lending to an entity that Mr. Bennett's company then paid the money back to Refco, leaving Liberty as the apparent borrower when financial statements were prepared.

He arranged at the end of every quarter for a Refco subsidiary to lend money to a hedge fund called Liberty Corner Capital Strategy, which then lent the money to Refco Group Holdings. Apparently, Bennett had been buying bad debts from Refco in order to prevent the company from needing to write them off, and was paying for the bad loans with money borrowed by Refco itself. Bennett, in the amount of approximately US$430 million. Refco said that through an internal review over the preceding weekend it discovered a receivable owed to the company by an unnamed entity that turned out to be controlled by Mr.

Bennett had hidden $430 million in bad debts from the company's auditors and investors, and had agreed to take a leave of absence. entered crisis on Monday, October 10, 2005 when it announced that its chief executive officer and chairman, Phillip R. Refco, Inc. .

Investors had been pleased to buy shares because of Refco's history of profit growth -- they had reported 33% average annual gains in earnings over the four years before their initial public offering. It closed the day over 25% higher than that, valuing the entire company at about $3.5 billion. Refco became a public company on August 11, 2005 with the sale of $26.5 million shares to the public at $22. Though these filings have since been disowned by the company, they are probably roughly accurate in showing the firm's level of leverage.

The firm's balance sheet at the time of the collapse showed about $75 billion in assets and a roughly equal amount in liabilities. Friedman and Co." Prior to its collapse in October, 2005, the firm had over $4 billion in approximately 200,000 customer accounts, and it was the largest broker on the Chicago Mercantile Exchange. It was founded in 1969 as "Ray E. Refco (OTCBB: RFXCQ) is a New York-based financial services company, primarily known as a broker of commodities and futures contracts.