The Securities and Exchange Commission will investigate the $75 million of bonds the Rhode Island Economic Development Corp. issued for video-game company 38 Studios LLC, the EDC confirmed.
The video-game company subsequently failed, leaving Rhode Island taxpayers on the hook for a loan guarantee backing the debt.
Melissa Czerwein, the EDC’s senior communications manager, said in a statement Wednesday that the EDC retained law firm Cohen & Gresser LLP “based on their expertise in relation to an inquiry from the SEC.”
She added: “The RIEDC doesn’t discuss ongoing matters related to 38 Studios and maintains a level of confidentiality as requested by the SEC.” An SEC spokesman, reached for comment, would neither confirm nor deny the investigation.
Providence television station WPRI reported Tuesday night that the quasi-public agency hired Cohen & Gresser LLP to help respond to SEC staff inquiries over a five-month period last fall and winter, according to documents the station obtained by filing a request under the state Access to Public Records Act.
“Based upon appearances, most likely the commission invited the parties involved to respond via a “Wells submission,” which is a process whereby parties under investigation have a chance to explain themselves,” said white-collar defense attorney and St. John’s law professor Anthony Sabino. “Simply put, if the answers 38 Studios provides the SEC are unsatisfactory, the agency will prosecute.”
According to WPRI, the EDC paid the firm about $103,000 in five installments during February and March, mostly for work done last October and November.
“I’m not surprised. This is like the gift that keeps on giving. As the state and the federal governments continue to peel the onion, out comes a treasure trove of goodies,” said Anthony Figliola, the vice president of Empire Government Strategies in Uniondale, N.Y.
The EDC in 2010 provided a $75 million loan guarantee, backed by the state’s moral obligation, to entice former Boston Red Sox pitcher Curt Schilling -- who helped the Red Sox win two World Series -- to move his company from Massachusetts to downtown Providence.
The EDC also served as issuer for the bonds. Wells Fargo Securities served as private placement agent on the deal, with Barclays Capital in a secondary role, according to the official statement.
“It was a deal done hastily, you had a World Series hero that was incredibly popular and a state with unemployment above 12% that was desperate for anything,” Figliola said. “There were many people that profited from that transaction.”
Former Gov. Donald Carcieri and then-EDC chairman Keith Stokes championed the deal. The video-game company in 2012 released its one title, “Kingdoms of Amalur: Reckoning.”
But the company shut down in 2012 and also that year filed for Chapter 7 liquidation leaving unfinished its next planned game, “Project Copernicus.”
Fallout included Stokes’ resignation from the EDC and a reorganization of the organization by Gov. Lincoln Chafee.
The EDC, meanwhile, is suing 38 Studios, saying Schilling and other company officials concealed details about the company’s financial deterioration as they sought approval of the deal.
Two weeks ago, Rhode Island Superior Court Judge Michael Silverstein ruled that the EDC can sue for some but not all of the $75 million.
Heated debate over whether to pay the debt, and the consequences of defaulting on a moral obligation, preceded state lawmakers’ decision to make the first scheduled $2.5 million payment for the bonds in June, as part of its $8.2 billion state budget.
Chafee, who strongly opposed the deal during his gubernatorial campaign three years ago, urged payment of the bonds, fearing a backlash from the capital markets.
The governor’s payment plan calls for $12.5 million annually from fiscal 2015 through 2021.
Net capital reserve payments would total $89.2 million.
Moody’s Investors Service, which rates the state’s general obligation bonds Aa2, placed the GO debt on review pending the legislative debate, then removed the review after the budget passed with the bond payment included.
Fitch Ratings and Standard & Poor’s assign AA ratings to Rhode Island GOs.
Cohen & Gresser, which began in 2002 and has offices in New York and Seoul, lists white collar defense, regulatory enforcement and internal investigations among its practice groups.