Trustee complaint alleges JRJR33 executive fraud
A bankruptcy Trustee has claimed JRJR33 President, CEO and Chairman of the Board, John P. Rochon, with the assistance of his children, ‘pillaged and decimated more than a dozen companies under his control’.
Rochon Sr. is a named defendant in the complaint, along with his children John Rochon Jr. (right, JRJR33’s Vice Chairman, CFO and Treasurer) and Heidi Rochon Hafer (JRJR33’s General Counsel).
Other corporate and individual defendants include former Board Directors Michael Bishop and William H. Randall, and R-Nine Nine Nine Inc (a holding company owned by Rochon).
In an adversary complaint filed on June 26th, the Trustee claims
exorbitant insider management fees and expenses destroyed any significant asset value of the debtors and their affiliates.
Aided by a hand-picked and ineffectual board, the Rochon defendants failed to protect the value of the Debtors’ sizable assets, causing significant financial injury to the Company and its creditors and stakeholders.
Whatever John R. Rochon ordered was followed largely and without question of meaningful resistance.
Such negligence, waste, inaction, and breach of fiduciary duty and loyalty form the basis for this lawsuit.
The Trustee alleges Rochon Sr. (right) was able “manipulate” JRJR33, through a “complex and convoluted web of related entities”.
A breakdown of JRJR33’s business model by the Trustee states the company targeted businesses “for acquisition” that were “troubled or underperforming.
This was on the basis JRJR33 and its executive team were “experienced professionals in business integration”.
It quickly became clear, however, that the individual defendants were not skilled turnaround professionals.
The individual defendants were indeed proficient at spending money, just not on the kinds of things that added shareholder value.
The references to the individual defendants and their contributions to the company as found in the company’s SEC filings and investor materials are mostly generic business buzzwords, like “finding efficiencies”, “spotting opportunity for top line growth”, and “efficiencies by eliminating duplication of efforts and costs”.
Unfortunately, there is no substance to these hollow descriptions, and the company’s operational “infrastructure,” as touted by the individual defendants, was virtually nonexistent.
According to the Trustee, Rochon Sr. and the defendants paid Richmont Holdings, another holding company controlled by Rochon, “millions of dollars every year” for “advice and assistance”.
But even after years of this so-called “advice and assistance” … JRJR33 was plagued by material weaknesses in its financial and compliance controls.
In reality, Richmont Holdings was not providing value to JRJR33, it was sucking it dry.
The only reason Richmont Holdings was paid was because it was owned and operated by Rochon and Rochon Jr., and they were the ones directly benefiting from those payments.
Examples of personal enrichment in 2014 alone include:
- $122,578 spent on upkeep for the “family fleet of Maseratis” in 2014
- $841,489 in legal fees against Richmont Holdings and “another affiliate” (remembering Richmont Holdings is owned by John Rochon)
- $115,289 in travel expenses (first-class flights and hotels)
In 2015 another $119,000 of JRJR33 funds was diverted to the Rochon family’s Maserati upkeep expenses.
Michael Bishop and William Randall, along with the rest of JRJR33’s board, are alleged to have been “puppets of the Rochon defendants”.
Payments through Richmont Holding to the Rochon defendants were expensed in different ways on JRJR33’s financials, and labeled either “M&A Expenses”, “M&A Infrastructure Expenses,” or “General and administrative expense”.
These payments totaled millions every year.
For M&A related activities, JRJR33 paid $3,236,000 in 2014, $2,681,000 in 2015, and in 2016, a year (where) no acquisitions were consummated, there were expenses totaling $2,365,000.
Under the “General and administrative expense” category, additional payments to Richmont Holdings were at least $1.9 million in 2014, $2.2 million in 2015, and $1.9 million in 2016.
All of this was on top of salaries paid as a result of JRJR33 executive positions held by the Rochon defendants.
The Rochon defendants conducted themselves in a manner that revealed their complete and utter contempt for the ethical boundaries that governed the rest of the Company.
Ultimately, the Rochon defendants’ willful ignorance of the responsibilities they took on as officers and fiduciaries of JRJR33, their failure to institute internal controls and oversight procedures, and their self-dealing via Richmont Holdings caused JRJR33 to fail.
By late 2017 JRJR33 was in shambles.
It has missed SEC filing deadlines, was under the threat of delisting, was unable to raise additional capital, had defaulted on the loan from a senior secured lender, and there was insufficient cashflow to continue operations.
Despite this, Rochon Sr. and the other individual defendants
assured JRJR33’s shareholders and creditors that operations would be able to continue due to Funding Request Agreement that JRJR33 entered into on October 18, 2017 with Rochon Capital Partners.
That agreement eventually lead to a “death spiral financing” agreement with JGB Collateral.
Within a month after entering into the Funding Request Agreement, it became clear from internal JRJR33 communications from Rochon that it was never his intention for Rochon Capital Partners to fund cash shortages, and the Rochon defendants began planning for JRJR33 to be delisted and “go dark”.
By April 2018 JRJR33 defaulted on its JGB loan, causing the repayment rate to be accelerated.
Rochon, who stood on both sides of the transaction between JRJR33 and Rochon Capital Partners, failed to enforce the Funding Request Agreement and cover the cash shortfall.
JRJR33 and The Longaberger Company filed their bankruptcy cases a couple of months later.
In addition to being a puppet for Rochon, Michael Bishop (right) managed to extract $1.9 million out of Agel through his company ActiTech.
Agel utilized the production capabilities of ActiTech’s 600,000 square foot manufacturing facility in Sherman, Texas, to produce products to sell globally.
Bishop leveraged his position on JRJR33’s Board, along with his insider knowledge that JRJR33 and Agel had no alternative source immediately available to manufacture Agel’s product line.
Payments between Agel and ActiTech totaled $3.3 million in 2016.
Of this amount, approximately $1.9 million was usurious fees for penalties and interest as a result of untimely payments throughout the year.
Bishop, who served on JRJR33’s Board and was involved in Agel’s business, knew or should have known that the finance charges were neither fair to JRJR33 nor financially sustainable in light of JRJR33’s financial condition, considering it had reported net losses of almost $35 million … for year-end 2016.
In early 2017, there were settlement efforts to resolve the conflict between Bishop and JRJR33, but between the Rochon defendants’ dysfunctional management and Bishop’s self-interested motivations, those efforts were, unsurprisingly, unsuccessful.
On October 31, 2017, Bishop resigned from JRJR33’s Board and threatened litigation against JRJR33 for non-payment.
His resignation letter also states that the draft submission to the SEC is not accurate.
The Trustee’s lawsuit alleges
- breach of fiduciary duties;
- corporate waste;
- unjust enrichment;
- abuse of control;
- gross mismanagement and
- avoidance of recovery
The Trustee’s adversarial proceedings seeks
- judgement against the defendants;
- economic and exemplary damages;
- disallowance of any defendant claims against JRJR33, The Longaberger Company and the Trustee until detailed Insider Preference Transfers and Fraudulent Transfers are repaid;
- “interest at the maximum legal rate”; and
- legal costs
In addition to the complaint filed above, the Trustee has also filed a related complaint naming JGB Collateral, JGB Capital, JGB (Cayman) Port Ellen Ltd., JGB Partners, LP, Rochon Capital Partners, John P. Rochon and Donna Rochon as defendants.
The stated aim of the complaint is “recovery of money/property” obtained via “fraudulent transfer”.
I’ve added JRJR33 bankruptcy proceedings to our case docket calendar. Stay tuned for updates as we continue to track the case.