Apollo Is Converting to C Corp Structure

By moving from a partnership setup, the PE firm expects its stock will be bought by indexes and mutual funds.

Apollo is the latest publicly traded private equity firm to convert to a C corporation structure from partnerships, owing to the new tax law, which lowers corporate income tax rates to 21% from 35%.

The chief benefit is to boost the PE firm’s stock price, because C corps can be included in indexes and mutual funds, where partnerships can’t. “Private equity firms have long complained that their shares were undervalued,” said a research note from Pitchbook.

The switch, expected in the third quarter if Apollo Global management’s board approves, follows Blackstone Group’s announcement last month that it would become a C corp. The first PE outfit to convert was Ares Management last year, followed by KKR. Blackstone has contended that, as a partnership, it trades at a 30% discount to other financial companies.

Blackstone Chairman Steve Schwarzman told CNBC last month that he thinks the move will double “the number of people able to own the stock.”

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At a $50 billion market value, Blackstone is larger than more than 70% of S&P 500 members, Pitchbook reports. Apollo is at $13.5 billion and Ares $5 billion.

How that translates to investors’ taxation remains to be seen. Becoming a C corp means another layer of taxation. Partnership income goes directly to limited partners. Income derived from performance—that is, the proceeds from selling portfolio companies—has been taxed at the capital gains rate, which for individuals is 15% or, for high-income types, 20%.

Blackstone said the conversion will bring a “modest tax cost,” but it expects fatter earnings to eclipse that.

Pitchbook predicts that the Carlyle Group will convert to a C corp next.

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SEC Charges Incarcerated Man for Reviving Broadway Ticket Scam

Joseph Meli was charged with a crime he is already serving time for in prison.

The SEC has charged two cousins for engaging in a Broadway ticket investment scheme to defraud investors of $2.7 million, one of whom is already in prison serving time for an identical crime.

The US Attorney’s Office for the Southern District of New York said Joseph Meli, 44, and James Siniscalchi, 46, were charged with securities fraud, wire fraud, and conspiracy to commit securities and wire fraud in connection with a Broadway ticket investment scam. The two, who are first cousins, allegedly told investors they would use their funds to purchase tickets to Broadway shows to resell on the secondary market, but instead took it for their  personal use.

While Siniscalchi was arrested for alleged role in the scam, Meli is presently incarcerated for his role in a previous Broadway ticket investment scheme. In April 2018, Meli was sentenced in Manhattan federal court to 78 months in prison for soliciting more than $100 million in investments from 130 investors through false representations.

Meli had used those funds to buy a $3 million house in East Hampton, New York, a 2017 Porsche convertible, and expensive watches and jewelry, according to court documents. He was ordered to forfeit approximately $104.8 million, which represented the amount of proceeds obtained as a result of his fraudulent scheme, and was ordered to pay restitution.

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In the most recent alleged scheme, Siniscalchi and Meli are each charged with one count of conspiracy to commit securities fraud and wire fraud, one count of securities fraud, and one count of wire fraud. 

According to the SEC complaint, Meli and Siniscalchi falsely represented to partners in a business entity that they owned a large number of tickets to live events, or intended to purchase a large number of tickets to live events, and would sell those tickets to the entertainment company using investor money. And they promised investors a share of these profits.

But the SEC said that Meli and Siniscalchi failed to invest the investor funds as promised and diverted them for their own personal use, including sending $455,000 to a close relative of Meli’s, and $105,000 to a residential management company that managed an apartment Meli was leasing.

“As alleged, Joseph Meli and James Siniscalchi engaged in a scheme to defraud investors by lying about purported access to blocks of Broadway tickets,” US Attorney Geoffrey Berman said in a statement, adding that the two “posed as legitimate businessmen but appropriated the money they said would be invested in theatre tickets.” 

The conspiracy count carries a maximum sentence of five years in prison and a maximum fine of $250,000, or twice the gross gain or loss from the offense. The securities fraud count carries a maximum sentence of 20 years in prison and a maximum fine of $5 million, or twice the gross gain or loss from the offense. The wire fraud count carries a maximum sentence of 20 years in prison and a maximum fine of $250,000 or twice the gross gain or loss from the offense.

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