Trump appointed Commerce Secretary Wilbur Ross has been accused of engaging in insider trading whilst a shareholder and board member of Bank of Ireland.
A report presented to the European Parliament by Luke ‘Ming’ Flanagan, member of the European Parliament for Ireland’s Midlands-North-West, says that Ross knew that the bank’s published accounts were deceptive. Yet, he stayed quiet and sold his shares in 2014 at the top of the market.
The report alleges:
In 2011 Bank of Ireland admitted that it allowed US investor Wilbur Ross and other major funds to carry out due diligence on its assets. Mr Ross therefore had access to the loss details that Bank of Ireland kept hidden from retail shareholders. Between 2011 and 2014 Mr Ross is reported to have made Euro 477 million from the purchase and sale of Bank of Ireland shares. Retail shareholders were denied this opportunity, which suggests that they were oppressed, or in plain English, the profit that Mr Ross accumulated was largely at their expense.
Mr Ross appears to have been aware of the flawed accounting model as used by Bank of Ireland. In January 2016, his name was mentioned in a court case. Ocwen, a US financial corporation was investigated by the Securities and Exchange Council. Like Bank of Ireland it used a variant of the flaw in IAS 39 to hide losses.
Had Ross known about Bank of Ireland’s flawed accounting practices he would have been obliged to disclose what he knew to the public before he sold his shares.
Not long after Bank of Ireland was bailed out during the Great Recession, Ross paid $1.32 billion for his shares in 2011; each was valued at $0.12 at the time of purchase but most of them were sold three years later for $0.39 each, the remainder were then disposed of at 0.31. It was a profit that the Irish Independent described as a “ huge killing.”
The following year the Bank admitted its accounting practices were flawed and share prices tumbled.
Earlier this year Forbes removed Ross from their rich list after his financial-disclosures to Congress revealed he owned $700 million in assets – they were under the impression he was a multi-billionaire.
“It seems clear that Ross lied to us, the latest in an apparent sequence of fibs, exaggerations, omissions, fabrications and whoppers that have been going on with Forbes since 2004,” the publication concluded.
In a statement to IrishCentral, Wilbur Ross categorically rejected the reports allegations:
The Mother Jones article about Bank of Ireland is a factually incorrect effort to smear me. The report they reference was commissioned by a single member of the European United Left-Nordic Green Left, whose original member parties included the French, Italian, Portuguese and Greek communist parties. Here are the facts:
The shares purchased by WL Ross Funds, and also by Fidelity Funds, Capital Research, Fairfax, and Kennedy Wilson, were the unsubscribed portion of a rights offering made available to the Irish Government and public shareholders on the preferential terms.
We bought them at the same price they were offered to those other public shareholders. The government at the time had designated a majority of the Board of Directors and was the largest shareholder. The investment bankers appointed by the government were world class firms and it was their obligation to assure proper dissemination of all material information.
The report’s author implausibly says that I learned of what he calls improper accounting during the due diligence and used that information to get a cheap price. This is an obvious non-sequitur, given the process described above.
The Bank’s basic accounting used IAS39, as required by the regulators, and was reviewed by PwC, the Bank’s outside auditors. The Bank’s financial statements were reviewed in excruciating detail by the Irish regulators, the ECB, the SSM, and the IMF.
The Bank also issued a variety of securities at different points during WL Ross Funds’ ownership. Due diligence was performed in each case by the investment bankers and the purchasing institutions. They clearly found nothing wrong.
When we sold the last block of WL Ross Funds’ holdings, other investors such as Fairfax, which had representation on the Board, decided not to join in the sale. The stock subsequently traded at a much higher price.
The report incorrectly says that there were official confessions of improper accounting in May 2015 after the final sale. In fact, the Bank reported earnings for 2015 of 947 million euros, 161 million euros more than in 2014, when WL Ross Funds sold the shares. Earnings in 2016 also were higher than in 2014.
If there actually had been a confession of accounting wrongdoing in 2015, it would have had to be reflected in the financials.
The report also brings in the Ocwen litigation, an irrelevance at best. That case was settled at no cost to me and I never even was called to appear in court. It clearly was mentioned as a smear to imply that I had done something wrong—this is simply not the case.
This Insider Trading Case Raises Troubling Questions About Trump’s Commerce Secretary Nominee
Wilbur Ross was accused of making two suspiciously timed trades while serving on the board of an embattled mortgage company.
JAN. 26, 2017 1:39 PM
Wilbur Ross, Donald Trump’s pick for commerce secretary, is a legendary corporate raider who made billions of dollars buying failing companies and flipping them for a profit. But as he built his $2.5 billion fortune, Ross and his private equity firm, WL Ross & Co., have faced several lawsuits and regulatory actions accusing them of financial misconduct, including breach of fiduciary duty and fraud. His controversial business record received some scrutiny during his confirmation process. But one recent lawsuit involving Ross has garnered little attention. And it raises serious ethical questions about the business dealings of the billionaire who, if confirmed by the Senate, will be in charge of promoting job creation and economic growth.
The case, filed in a Florida federal court, involved a publicly traded mortgage company called Ocwen Financial. Ross served as a board member for the firm. In 2013 and 2014, state and federal regulators targeted the company over allegations that it engaged in a variety of improper practices. Ocwen’s stock plummeted, and shareholders suffered major losses. Its stock peaked in 2013 at about $56 per share, and the company is currently trading at about $5. But Ross managed to avoid millions in losses by off-loading his holdings in the company in two curiously timed trades that came shortly before damaging news was revealed that sent Ocwen shares into a tailspin. In the suit, shareholders accused Ross and other company directors of using inside information to enrich themselves and of leaving “ethics, integrity, and fair dealing by the wayside in their quest for ever higher revenues and thus, higher compensation and ever more lucrative incentives for themselves.”
The White House press office and Invesco (which is a corporate parent of WL Ross) did not respond to multiple requests for comment. Ocwen spokesman John Lovallo declined to respond to questions from Mother Jones, but he provided a statement about the company’s corporate governance practices. “Today, the composition, structure, experience and diversity of Ocwen’s Board, which consists of eight members, seven of whom are independent directors, is as strong as any comparable financial services company,” Lovallo wrote. “Ocwen is recognized as the industry leader in responsible home retention through foreclosure prevention.”
Ross’ ties to Ocwen date back to October 2012, when the Atlanta-based company announced plans to acquire mortgage-servicing firm Homeward Residential Holdings from WL Ross & Co. for $766 million in cash and preferred stock. Six months later, Ross joined Ocwen’s board.
The Homeward deal came during an Ocwen buying spree, as the company rapidly scooped up the mortgage-servicing units of big banks and other financial firms following the housing crisis. (Mortgage services are not lenders, but they collect loan payments and initiate foreclosure proceedings if homeowners default.) Ocwen’s business practices—including allegations that it had prematurely foreclosed on homeowners and mishandled loan modifications—placed the company on the radar of regulators, including the New York Department of Financial Services (NYDFS). The agency held up the Homeward sale until December 2012, when Ocwen agreed to two years of independent monitoring to ensure that “reforms are implemented and homeowners have a real chance to avoid foreclosure,” according to the agency’s head, Benjamin Lawsky.
In their lawsuit—a consolidated version of several previously initiated lawsuits was filed in federal court in March 2016—the Ocwen shareholders presented a timeline that they claimed supported their allegations. Through the sale of Homeward, Ross and his firm had received $162 million in Ocwen shares. In September 2013, Ross, on behalf of his private equity firm, sold more than 3.1 million Ocwen shares, at $50.19 a share, netting almost $158 million. Three months later, in December, the Consumer Financial Protection Bureau announced that Ocwen had agreed to pay $2.1 billion to settle charges of mortgage-servicing misconduct dating back to 2009, including hitting homeowners with unauthorized fees and deceiving consumers about foreclosure alternatives and loan modifications. As part of the settlement, Ocwen did not admit to or deny the CFPB’s allegations. Soon afterward, Ocwen’s stock had dropped to $44.14 per share, and it continued its downward slide from there.
The following year, WL Ross sold another large block of Ocwen stock. Once again, the sale came shortly before negative news was announced that sharply affected Ocwen’s stock. On July 14, 2014, WL Ross sold nearly 2 million Ocwen shares back to the company at about $37 a share, netting $72.1 million. On July 31, the company reported poor quarterly returns and within days its shares fell in value by more than 20 percent. Ocwen blamed its subpar earnings on the rising costs of complying with NYDFS’ required monitoring. On August 4, the NYDFS announced it was probing Ocwen for requiring homeowners to pay for “forced-placed insurance”—insurance that is taken out by the lender. By the end of December, Ocwen stock had sunk to about $15 per share. Due to the timing of his trade, Ross and his company avoided $18 million in losses. (The NYDFS investigation led to a broader December 2014 settlement, in which Ocwen agreed to pay a $150 million fine.)
Other Ocwen shareholders were not as lucky as Ross and his firm. Three Ocwen shareholders subsequently filed lawsuits against Ross and other company directors. The subsequently consolidated lawsuit alleged that Ross and two other members of the board of directors ignored “systemic and ongoing” wrongdoing by Ocwen. It claimed that the misconduct had ultimately cost the company more than $2 billion, and that Ross and his co-defendants “sold their personal holdings of Ocwen stock…while having knowledge of material, adverse inside information, in violation of state and federal law and in breach of their fiduciary duties to the Company.” And the suit charged that Ross, his firm, and its related funds “profited handsomely at the Company’s expense and thereby unjustly enriched themselves.” Ross, the suit maintained, was in a particular position to know about Ocwen’s mounting regulatory issues because he was not just a company director but a member of the board’s compliance committee.
Ross and fellow members of this committee had “total access to all documents and information bearing upon the Company’s operations,” the complaint alleged. And they were “personally aware or should have been aware that the Company was not in compliance with legal and regulatory requirements, including…applicable state and federal consumer protection laws and regulations and the multiple agreements and consent decrees made with Ocwen’s regulators, which were regularly breached by the company.”
Despite their knowledge of the company’s financial condition, mortgage-servicing misconduct, and ongoing regulatory actions, Ross and other company directors signed their names to a Securities and Exchange Commission filing in March 2014 affirming that Ocwen was successfully managing its regulatory obligations and reiterating the company’s “previously-announced financial results and financial positions,” according to the complaint.
Ocwen settled the suit in December on behalf of Ross and the other directors, agreeing to pay up to $2.2 million in attorney’s fees and other expenses and to institute a range of corporate governance reforms. As part of the settlement, Ross and the other defendants did not deny or acknowledge wrongdoing.
Lawrence Harris, one of the Securities and Exchange Commission’s chief economists during the George W. Bush administration and now a finance professor at the University of Southern California’s Marshall business school, said that because the Ocwen case was settled instead of going to trial, it is unclear what Ross knew at the time that he made his trades. “When confronted with the fortuitous timing of his sale, careful observers will certainly ask themselves whether Ross had knowledge as to what was going to happen,” Harris says. “If his knowledge was obtained through his insight, then he’s simply a disciplined investor. But if his knowledge was obtained through his position as director of the firm, of course there would be substantial concerns of the ethics of his subsequent sale.”
Harris says Ross’ combined history leaves lingering questions.
“If you had two otherwise identical candidates [for commerce secretary], one has this record, the other one doesn’t, there’s no question that you would prefer the candidate who doesn’t have the record,” he says. “At some point you have to ask yourself, if you have a candidate with this type of record, who exactly are we dealing with?”
December 05, 2012
Contact: David Neustadt: 212-709-1691
CUOMO ADMINISTRATION REQUIRES MAJOR MORTGAGE SERVICER TO INSTALL MONITOR TO ENSURE PROMISED REFORMS ARE IMPLEMENTED
Exam Finds Indications that Problems Remain at Ocwen
Superintendent Benjamin M. Lawsky today announced that the Department of Financial Services is requiring Ocwen Financial Corporation to hire a monitor to ensure that the company complies with an agreement to reform its mortgage servicing practices. The action was taken after an examination by the Department found indications of Ocwen violating the agreement. The monitor will be in place for two years.
Ocwen is one of the largest mortgage servicers and has been growing rapidly, servicing more than 764,000 residential mortgages nationally as of August. In New York, the company services more than 40,000 residential home loan accounts held largely by distressed homeowners.“It is not enough to have banks and mortgage servicers sign agreements promising to reform their businesses. The best unrealized reforms won’t protect homeowners. To protect homeowners facing the risk of losing their homes, we must ensure that the companies are actually living up to their promises,” Superintendent Lawsky said. “Following complaints about Ocwen’s servicing practices, we conducted a targeted exam of Ocwen’s performance and discovered gaps in the company’s compliance. The Department is requiring the company to hire a monitor so that we can be sure that the reforms are implemented and homeowners have a real chance to avoid foreclosure.”In September 2011, Ocwen was the first mortgage servicer to agree to the Department’s landmark new Mortgage Servicing Practices designed to correct robo-signing and other troubling foreclosure and servicing practices that were depriving homeowners of the opportunity to avoid foreclosure.
The Department’s examination of Ocwen’s mortgage servicing practices found that, in some instances, the company failed to demonstrate that it had sent out required 90-day notices before commencing foreclosure proceedings or even that it had standing to do bring the foreclosure actions. The exam also revealed gaps in Ocwen’s Servicing Practices, including indications that in some instances it failed to provide the single point of contact for borrowers; pursued foreclosure against borrowers seeking a loan modification; failed to conduct an independent review of denials of loan modifications; and failed to ensure that borrower and loan information was accurate and up-to-date.
Under the new Consent Order, Ocwen has 20 days to find an independent monitor acceptable to the Department. The monitor will review Ocwen’s operations and identify and report on corrective actions within 90 days.
Ocwen, one of the biggest mortgage servicers, is expanding. In the past two years, Ocwen has acquired several major servicers’ portfolios of distressed home loans, including Litton Loan Servicing LP in 2011, Saxon Mortgage Services, Inc. and EMC Mortgage Corporation in 2012 and has announced plans to further expand its servicing operations through the acquisition of additional mortgage servicing rights, including from Homeward Residential, Inc., formerly known as American Home Mortgage Servicing, Inc. (“AHMSI”). Ocwen just won an auction to acquire Residential Capital, LLC (“ResCAP”).
The Department’s Mortgage Servicing Practices are designed to redress troublesome and unlawful practices that have plagued the mortgage servicing industry as a whole. Those practices include:
- “Robo-signing,” where servicer staff signed affidavits stating they reviewed loan documents when they had not actually done so.
- Weak internal controls and oversight that compromise the accuracy of foreclosure documents.
- Referring borrowers to foreclosure at the same time as those borrowers are attempting to obtain modifications of their mortgages or other loss mitigation.
- Improper denials of loan modifications.
- Failing to provide borrowers with access to a single customer service representative, resulting in delays or failure of the loss mitigation process.
- Imposition of improper fees by servicers.
The Practices, which have been agreed to by eight mortgage servicers, require the following changes:
- End robo-signing and impose staffing and training requirements that will prevent robo-signing.
- Require servicers to withdraw any pending foreclosure actions in which filed affidavits were robo-signed or otherwise not accurate.
- End “dual tracking”, i.e., referring a borrower to foreclosure while the borrower is pursuing loan modification or loss mitigation, and prohibit foreclosures from advancing while denial of a borrower’s loan modification is under an independent review, which is also required by the agreements.
- Provide a dedicated single point of contact representative for all borrowers seeking loss mitigation or in foreclosure so borrowers are able to speak to the same person who knows their file every time they call.
- Require servicers to ensure that any force-placed insurance be reasonably priced in relation to claims incurred, and prohibit force-placing insurance with an affiliated insurer.
- Impose more rigorous pleading requirements in foreclosure actions to ensure that only parties and entities possessing the legal right to foreclose can sue borrowers.
- For borrowers found to have been wrongfully foreclosed, require servicers to ensure that their equity in the property is returned, or, if the property was sold, compensate the borrower.
- Impose new standards on servicers for application of borrowers’ mortgage payments to prevent layering of late fees and other servicer fees and use of suspense accounts in ways that compounded borrower delinquencies and defaults.
- Require servicers to strengthen oversight of foreclosure counsel and other third party vendors, and impose new obligations on servicers to conduct regular reviews of foreclosure documents prepared by counsel and to terminate foreclosure attorneys whose document practices are problematic or who are sanctioned by a court.
Mar 13, 2013
WILBUR ROSS APPOINTED TO OCWEN FINANCIAL CORP BOARD OF DIRECTORS
ATLANTA, March 13, 2013 (GLOBE NEWSWIRE) — Ocwen Financial Corporation (NYSE:OCN) (“Ocwen”), a leading financial services holding company, announced today that Wilbur L. Ross, Jr., Chairman and Chief Executive Officer of WL Ross & Co. LLC, has been appointed to Ocwen’s Board of Directors. Mr. Ross had been serving as an Ocwen Board Observer since the company purchased Homeward Residential Holdings, Inc. from WL Ross & Co. LLC, a private equity firm, in December 2012.
William C. Erbey, Executive Chairman of Ocwen said, “I am delighted that Wilbur Ross has become a member of our Board of Directors. Mr. Ross’ significant experience in finance and outstanding track record as an investor will provide excellent insight to our Board to help us achieve our strategic goals.”
“Before and during my time as an Ocwen Board Observer, I have been impressed with the company’s exceptional growth and innovative approach to the mortgage industry,” said Mr. Ross. “Ocwen’s dedication to homeownership preservation appeals to both customers and shareholders alike. I’m proud to be part of a company whose vision aligns so closely to mine and gratified to have found such a fine new home for Homeward Residential.”
Mr. Ross has served in numerous roles as principal financial advisor, investor and director in various companies across the globe operating in diverse industries. He currently serves as a director for several publicly traded companies. Mr. Ross holds an A.B. from Yale University and an M.B.A., with distinction, from Harvard University.
About Ocwen Financial Corporation
Ocwen Financial Corporation is a financial services holding company which, through its subsidiaries, is engaged in the servicing and origination of mortgage loans. Ocwen is headquartered in Atlanta, Georgia, and has additional offices and operations in California, Florida, Iowa, New Jersey, Pennsylvania, Texas, the United States Virgin Islands, Washington, DC, India and Uruguay. Utilizing proprietary technology, global infrastructure and world-class training and processes, we provide solutions that help homeowners and make our clients’ loans worth more. Additional information is available at www.Ocwen.com.
CONTACT: John V. Britti Executive Vice President & Chief Financial Officer T: (561) 682-7535 E: John.Britti@Ocwen.com
Oct 3, 2012
OCWEN ANNOUNCES ACQUISITION OF HOMEWARD RESIDENTIAL FROM WL ROSS & CO.
ATLANTA, Oct. 3, 2012 (GLOBE NEWSWIRE) — Ocwen Financial Corporation (NYSE:OCN) and private equity firm WL Ross & Co. LLC entered into an agreement today whereby Ocwen will acquire Homeward Residential Holdings, Inc., including its various residential mortgage loan servicing and origination operating subsidiaries, for approximately $588 million in cash and $162 million in Ocwen convertible preferred stock. Homeward services about 422,000 mortgage loans with an aggregate unpaid principal balance of over $77 billion. Its loan origination business includes correspondent and retail lending and is focused solely on high quality Agency-conforming mortgages.
“The acquisition of Homeward significantly advances Ocwen’s twin strategic growth initiatives to add high return servicing assets to its portfolio and expand origination capacity to provide for a sustainable source of future growth,” said Ocwen’s Executive Chairman William Erbey. “Homeward brings with it a global servicing platform as well as a growing origination business that is already operating at a $10 billion annual run-rate after launching in late 2011.”
Homeward was organized by WL Ross & Co. in 2007 and is the result of several major platform combinations: American Home Mortgage Servicing, Option One Mortgage Company and a large servicing portfolio from Citi Residential Lending. After normalizing for certain transition related expenses, the acquisition of Homeward by Ocwen is expected to be immediately accretive to earnings per share.
Wilbur Ross, CEO of WL Ross & Co. said, “Homeward has been profitable in each year of its existence and has also been a wonderful cash flow producer, distributing to us approximately $900 million of cash since the initial investment. Mortgage banking is a business of scope and scale, and we believe that the combined company will fill the void created by the ongoing departures of many banks from the overall industry.”
Ron Faris, CEO of Ocwen said, “Homeward has a well-deserved reputation for excellence in the mortgage industry. We are excited about the synergistic combination of the attractive servicing portfolio and platform, as well as the origination platform which will provide organic growth and will further Ocwen’s ability to work with existing borrowers on refinancing opportunities.”
Dave Applegate, CEO of Homeward added, “We share Ocwen’s high standards and believe that our corporate culture and theirs are very compatible. We are excited to join an enterprise with such momentum.”
The definitive acquisition documents provide representations, warranties and covenants that are customary for a transaction of this nature, as well as loss sharing provisions relating to certain pre-closing liabilities. Subject to regulatory approvals, the transaction is anticipated to close by year end. Ocwen will not need to raise any additional equity capital to close the transaction.
Joint financial advisors Barclays Capital and Citi Global Markets, Inc. provided Ocwen financial advisory and investment banking services as part of this purchase transaction. Kramer, Levin, Naftalis & Frankel, LLP were Ocwen’s legal advisors; WL Ross was represented by Jones Day.
About Ocwen Financial Corporation
Ocwen Financial Corporation is a leading provider of residential and commercial loan servicing, special servicing and asset management services. Ocwen is headquartered in Atlanta, Georgia, with additional offices in West Palm Beach and Orlando, Florida, Houston, Texas, St. Croix, the United States Virgin Islands and Washington, DC, and support operations in India and Uruguay. Utilizing our global infrastructure, proprietary technology, world-class training and processes, we provide solutions that help homeowners and make our clients’ loans worth more. Additional information is available at www.Ocwen.com.
About WL Ross & Co. LLC
WL Ross & Co. LLC, founded by Wilbur L. Ross, Jr. in 2000, is a well known private equity firm with $9 billion of funds under management. The firm has been involved with the restructuring of more than $300 billion of troubled assets, ranging from steel companies to coal companies to auto parts to rail car manufacturing and leasing in the US and abroad. Investments in financial services include banks in the US and Europe, single family and multifamily servicers and originators, and a financial guaranty company.
About Homeward Residential Holdings, Inc.
Homeward Residential is a nationwide integrated mortgage company with mortgage servicing and prime lending businesses. Homeward has a total servicing portfolio of more than 422,000 loans aggregating approximately $77 billion. As of September 2012, Homeward’s growing lending platform was originating approximately $10 billion of loans on an annual run-rate basis. With headquarters in Dallas, Texas, Homeward has approximately 2,800 associates working each day toward the mission of helping families realize and preserve their dream of homeownership.
CONTACT: John V. Britti Executive Vice President & CFO T: (561) 682-7535 E: John.Britti@Ocwen.com
CALL – 3RD QUARTER 2012 RESULTS
ATLANTA, Oct. 10, 2012 (GLOBE NEWSWIRE) — Ocwen Financial Corporation (NYSE:OCN) will hold its conference call on Thursday, November 1, 2012 at 11:00 a.m. (ET) to review the Company’s operating results. These events will follow Ocwen’s 3rd Quarter 2012 earnings release. The press release will also be available on the Ocwen Financial Corporation Shareholder Relations website at www.ocwen.com.
A live audio webcast and slide presentation for the call will be available over the internet at www.ocwen.com (through a link on the Shareholder Relations page). Those who want to listen to the call should go to the website at least fifteen minutes prior to the call to register, download and install any necessary audio software.
The conference call will be available for replay via telephone beginning at 12:01 p.m. (ET) on Thursday, November 1, 2012 through Thursday, November 8, 2012. To listen to a replay of the conference call by telephone dial 1-402-998-0597.
Ocwen Financial Corporation is a leading provider of residential and commercial loan servicing, special servicing and asset management services. Ocwen is headquartered in Atlanta, Georgia, with additional offices in West Palm Beach and Orlando, Florida, Houston, Texas and Washington, DC, and support operations in India and Uruguay. Utilizing our global infrastructure, proprietary technology, world-class training and processes, we provide solutions that help homeowners and make our clients’ loans worth more. Additional information is available at www.Ocwen.com.
CONTACT: John V. Britti Executive Vice President, Chief Financial Officer T: (561) 682-7535 E: John.Britti@Ocwen.com