Former Refco CEO Is Indicted
Phillip Bennett Is Charged Same Day Man Financial Wins Bidding for Key Unit
A WALL STREET JOURNAL ONLINE NEWS ROUNDUP
November 10, 2005 6:55 p.m.
The former chief executive of Refco Inc., one of the world's biggest commodities brokerages, was charged Thursday with securities fraud.
Phillip R. Bennett was indicted in U.S. District Court in Manhattan on the same day British commodities broker Man Group PLC announced it had won a bidding war to acquire Refco for $282 million in cash.
Refco filed for Chapter 11 bankruptcy-court protection on Oct. 17, a week after it announced that a $430 million debt owed to the company by a firm controlled by the ousted CEO had been concealed. Mr. Bennett took out a loan to pay it back just before the company placed him on indefinite leave Oct. 10.
Mr. Bennett also has been charged with conspiracy, wire fraud and making false filings with the Securities and Exchange Commission. He faces up to 20 years in prison on the securities fraud charge.
Mr. Bennett remains free on a $50 million bond, which was amended Thursday to let his wife, daughter and a son co-sign his bond, rather than six financially responsible persons as had previously been required. U.S. District Judge Frank Maas wrote that Mr. Bennett was entitled to be free under the least restrictive conditions that will ensure his presence in court since he isn't considered a danger to the community. Judge Maas noted that Mr. Bennett had been unable to obtain even a single co-signer to his bond outside his immediate family.
The questionable accounting at Refco sent customers fleeing and resulted in a crippling loss of assets only months after the company's initial public offering. Investors lost more than $1 billion, the government alleged.
Earlier Thursday, Man Financial said it will pay $282 million in cash for the customer accounts, balances and certain other assets of Refco LLC, the company's key regulated futures business. Man also will assume $37 million in liabilities and put up $4 million for "other consideration" for a total deal value of $323 million. The price is significantly below earlier estimates because it excludes from the deal $750 million in regulatory capital at Refco, according to a person familiar with the situation.
The broker was required to hold the $750 million in capital against its customer accounts, much in the same way that a bank has to keep reserves for deposits that it holds. By excluding the regulatory capital from the bid, Refco's receiver will have access to the cash and may be able to use it to help pay the group's creditors, this person said.
A person close to Refco confirmed that the deal price excluded regulatory capital, which could be helpful in repaying creditors. It wasn't clear, though, how Man Financial, a brokerage unit of the British hedge-fund firm Man Group, would then provide regulatory capital against the Refco accounts it assumes. However, Man Group has surplus regulatory capital on its balance sheet it may be able to use for this purpose.
But the auction consideration may also suggest that customers have fled Refco's regulated businesses in greater numbers than had been previously thought. Man's statement cautioned that the consideration "is subject to possible downward adjustment" depending on the levels of customer funds at closing.
A bankruptcy judge approved the deal Thursday. In a draft order made available by the court, U.S. Bankruptcy Judge Robert Drain appeared willing to allow Refco LLC to go into Chapter 7 bankruptcy protection so that Man can liquidate the company. That would allow Man to fold Refco's remaining customer accounts into its own brokerage subsidiary in a matter of days.
Late Wednesday, Refco asked for permission to liquidate the futures-brokerage business under Chapter 7 of the U.S. Bankruptcy Code. Refco said the step was needed to complete a sale of the business on the best possible terms. The filing would also give Man protection against the numerous lawsuits that have been filed by Refco shareholders and customers.
A consortium of Refco creditors had filed an objection in the bankruptcy court to the firm's plan to announce a winning bidder Thursday. The creditors said they should have been given more time to evaluate the deal.
--Wall Street Journal staff reporters David Reilly and Peter McKay, and Dow Jones Newswires' Erica Owen and Will Daley, and the Associated Press contributed to this article.
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