Security and Exchange Commission

South of the Border

This residential property at 5844 Marquita Ave. in Dallas is the registered address for AKR Ventures STL LLC and RedRose Capital LLC. Incorporation records tie both companies to James Ryan Redlingshafer Jr. of St. Louis and Phillip A. Rose, son of retired BNSF Railroad exec Matthew K. Rose.

One degree of separation: A Texas financier, with a stake in a controversial Mexican gold mine, is hooked up with St. Louis real estate baron James Ryan Redlingshafer Jr.    

The Mexican government’s Financial Intelligence Unit (UIF)  investigated a Dallas-based gold-mining company for alleged money laundering, according to a newspaper report in the Spanish language press published earlier this year. A director of that company is a business associate of St. Louis real estate investor James Ryan Redlingshafer Jr.

Redlingshafer, who resides in University City, is the organizer of St. Louis-based Artemis Holdings LLC with his father, James Ryan Redlingshafer Sr. That company received local media coverage last month for its violations of municipal and county laws related to demolition work on a Richmond Heights apartment building.

Though more far-flung, Redlingshafer Jr.’s other real estate ventures have garnered less attention, including the joint directorship and management of two Texas corporations with Phillip A. Rose of Westlake, Texas.

The range of Rose’s business activities is even wider. His diverse interests include sitting on the board of directors of DynaResource, the Dallas-based mining company, which controls a majority stake in the San Jose de Gracia gold mine in Mexico. He and his father, Matthew K. Rose, former CEO of the Burlington Northern Santa Fe Railway, own a controlling interest in the mining company through Golden Post Rail, a limited liability corporation.

Mauricio Flores, who writes the People Behind the Money column for La Razón de Mexico, discounts the possibility that the St. Louis real estate dealings are related to the subject of his reporting. He has, however, questioned why a reputable American financier would allow himself to become entangled in such a controversy. His May 5 column says DynaResource has been allegedly under investigation by the UIF since 2017 related to its gold-mining operations in the Mexican state of Sinaloa.

Journalist Mauricio Flores writes the People Behind the Money column for La Razon de Mexico.

Flores reported that the government probe stems from questions raised by a 2014 U.S. Security and Exchange Commission filing, which attracted the Mexican anti-corruption agency’s attention to gold ingots that DynaResource claimed were produced at the mine. That claim raised official eyebrows because the mine is not known to possess technology capable of processing raw ore into ingots, Flores reported. Other unidentified UIF records cited by Flores allege an unnamed mining company director’s assertion that the ingots were transferred to the mining company by an unidentified member of organized crime. Flores reported that Mexican authorities were  first alerted to the alleged money laundering in 2017 by Keith Piggot, the then-CEO of GoldGroup, a Canadian mining company. Over the last decade, DynaResource has been mired in litigation with GoldGroup, which holds a minority interest in the mine.

However sketchy this may seem, the allegations merit consideration because DynaResoure’s San Jose de Gracia gold mine is located in a region that is under the control of the Sinaloa Drug Cartel. The territory is essentially lawless, and thousands of its inhabitants have been displaced in recent years due to violence attributed to drug traffickers. Inexplicably, Sinaloa’s gold-mining operations have grown during the same time period, leading some informed sources to suspect that mine operators are paying protection money, or falling directly under the control of the cartels.

If this were not enough, DynaResource has encountered continuing labor and safety troubles at the mine. But these ongoing issues did not deter Golden Post Rail from investing $3.9 million in the company this year.

The Treasures of the Sierra Madre

Phillip A. Rose’s financial interests are not confined to The Treasures of the Sierra Madre, however.

North of the border, he and Redlingshafer Jr. are managers and directors of RedRose Capital LLC and AKR Ventures STL LLC — two Texas-based limited liability corporations engaged in acquiring real estate in Missouri. Redlingshafer Jr. is also the registered agent of the two companies. But the mailing address for both is listed as being hundreds of mile away from his suburban home in the St. Louis suburb of University City. According to Texas incorporation records, the registered address for the companies is  5844 Marquita Ave., a single-family residence in Dallas.

In this case, there is no proof of wrongdoing. It may even be argued that such unfettered capitalism is emblematic of good-old fashioned American (and Mexican) free enterprise. But but these transactions are also bereft of any transparency. In recent years, Byzantine networks of limited liability corporations have been the subject of investigations that have uncovered how such shell companies are used by the wealthy to secretly acquire real estate to hide assets and avoid taxes. These backroom transactions may be legal or illegal, but their purpose is the same. Since the publication of the Panama Papers in 2016 not much has changed.

Pending legislation before the lame duck session of Congress is seeking to shed some light on this dark place.

In an op-ed that appeared in The Hill this week, Rep. Carolyn B. Maloney (D-NY), House sponsor of the Corporate Transparency Act, outlined the problem and what is at stake:

“… Corporations and limited liability companies (LLCs) are formed at the state level in the U.S., and no U.S. state currently requires companies to disclose their true, beneficial owners. This means that the U.S. is the world capital of anonymous shell companies — and is a hub for not just money laundering but also terrorist financing. Yes, that’s right — the same terrorist groups that attack the U.S. are also using the U.S. financial system to move their money, and to finance their operations. It’s appalling, and it has to end. …”

The Cayman Connection

Republic Services claims no environmental woes to snare a billion-dollar-plus loan with the help of its offshore insurer. 

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Republic Services, owner of the radioactively-contaminated West Lake Landfill in St. Louis County, scored a $1.2 billion loan from a consortium of the world’s largest banks in 2014 by assuring its lenders that the company had no environmental problems that would effect its bottom line, StlReporter has learned.

Under the terms of the agreement signed on June 30, 2014, Republic claims that “existing environmental laws and existing environmental claims” could not reasonably be expected to a have a  “material adverse effect” on the company’s operations.  “Material adverse effect” is defined in the agreement as being a change that would negatively impact “operations, business, properties, assets or conditions, financial or otherwise, of the borrower and its subsidiaries taken as a whole.”

“No Problemo”

The assurances that the company has no notable environmental headaches came despite public controversy surrounding the environmental and health hazards posed by the company’s West Lake property, an EPA Superfund site, and corresponding calls for the buyout of nearby homeowners.

To qualify for the 2014 loan, the banks required Republic to assume liability for potential environmental issues and indemnify them against claims. Republic complied to the terms by designating an offshore subsidiary — the Bom Ambiente Insurance Co. of the Cayman Islands — as the company’s insurer. Unlike most of its other subsidiaries Bom Ambiente is exempted from the terms of the loan agreement.

Aon Insurance Management, a leading captive and reinsurance company, represents Bom Ambiente Insurance through its offices in the Cayman Islands, which are located in the same posh office building as a major offshore law firm.

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Spokespersons for Republic and Aon declined to comment.

So-called “captive insurance” companies are set up by their parent corporations as a means of providing affordable risk management services based on the concept of self insurance. Many risk-prone businesses locate their in-house insurance operations in the Cayman Islands to take advantage of favorable governmental regulations and the absence of income and capital gains taxes.

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Republic Services,  one of three parties liable for the EPA-mandated cleanup, opposes removing the West Lake waste. Instead, the company favors the terms of the original 2008 record of decision calling for capping the materials in place. That proposal is being reconsidered due to public opposition.  The cost of removal is estimated at $400 million or ten times the original plan.  But there seems to be more riding on the final decision than the cost of the clean up.

The future of the company may be at stake.

The banks that signed off on the five-year loan are among the most prominent financial institutions in the world. They include: Bank of America, JPMorgan Chase, Wells Fargo, Barclays, BNP Paribas, Union Bank and SunTrust. Bank of the America, the lead lender, has committed $87 million.

The loan agreement spells out how Republic can borrow the money over the course of the agreement through regular loans, advances on credit, or so-called, short-term “swing-line” loans. The agreement does not stipulate the purposes for which the Republic uses the borrowed money. But Bridgeton Landfill and Rock Road Industries, two Republic Services-owned companies connected to the troubled West Lake property, are among the hundreds of Republic subsidiaries that are a party to the loan agreement.

In Schedule 5.12 of the loan agreement, Republic says it has no issues to report related to environmental matters. But the company’s February 2016 Security and Exchange Commission 10-K report discloses that for 2014 Republic accrued more than $227 million in costs coping with environmental matters at its troubled West Lake property.

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In short, the company readily acknowledged the high cost of addressing environmental matters at West Lake to the SEC earlier this year, but denied any problems would have a “material adverse effect” in paying back its debt in the 2014 loan agreement. To do otherwise would be a breach of the loan agreement and could be considered a default.

A Slow-Motion Train Wreck

Republic Services acquired the environmentally-troubled Bridgeton and West Lake Landfills in 2008 when it merged with Allied Waste Services. The impacted landfills are now closed, but Republic continues to operate a transfer station at the same location, which has been an EPA Superfund site since 1990.

The history of radioactive contamination at West Lake dates back to 1973, when the waste was illegally dumped. Federal, state and local regulatory authorities have been aware of the problem for more than 40 years, but failed to act.

The inaction made matters worse.

In December 2010, Republic told the Missouri Department of Natural Resources that an underground fire was burning at the Bridgeton Landfill, which is directly next to the West Lake Landfill and part of the same Superfund site. The stench from the fire raised dormant public concerns.

By February 2013, MDNR had cited Republic for noxious odors. The next month the Missouri Attorney General sued the company for violations of state environmental laws. That case is still pending. A negotiated agreement between the state and Republic Services to build a barrier to stop the fire from advancing closer to the radioactive waste is also stalled, as is federal legislation that would hand the cleanup over to the U.S. Army Corps of Engineers.

During these delays, the fire has moved closer to the radioactive material.

Meantime, the MDNR and the EPA have confirmed that radioactive materials are known to have migrated off site, further contaminating air, soil and water. Private lawsuits have also been filed against the company.

To those unfamiliar with the world of high finance, the reporting discrepancies and ongoing issues at West Lake would seem enough to raise eyebrows among Republic’s individual and institutional investors, including  firms tied to billionaires Bill Gates and Warren Buffett.

But that hasn’t happened.

Apparently, Republic’s word is its bond among stock market traders. From a business perspective, environmental stewardship and standard accounting practices are based on the letter of the law. West Lake be damned. After all, the five-year, $1.2 billion loan is a fraction of  Republic’s long-term debt, which stands at $7.5 billion and counting.

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