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Advisors: Defaulting on 38 Studios Would Make RI Bonds Junk Status

Friday, May 09, 2014


A 38 Studios default would put Rhode Island as the lowest state bond rating in the nation and would be considered “Junk Bond” status by the industry, according to a report released by SJ Advisors.

The report analyzed the potential financial and reputational impacts on the state of either payment or nonpayment of the moral obligation bond debt service associated with the 38 Studios bankruptcy.

Read the SJ Advisors' report here

Junk bond status

Based on its analysis, the independent financial consulting firm of SJ Advisors concluded that Rhode Island debt would be downgraded from AA to the single B category by Standard & Poor’s Rating Services, which is below investment grade (speculative status) and from Aa2 to the Ba category (double B equivalent) by Moody’s Investment Service.

SJ Advisors noted in its conclusions that “We expect that the rating agency reaction will be swift and severe, and that there will be a material and adverse effect on both the interest rates that the state pays when it issues debt and the market value of outstanding Rhode Island bonds.”

Possible scenarios

When SJ Advisors developed its assessment model, it created it to show the best, middle and worst case scenarios. In its detailed report, SJ Advisors found that even under its best case scenario, the state is financially better off fulfilling its obligations and making the payments for the moral obligation bonds. Under its best case scenario, the decision not to appropriate would cost approximately $36.0 million more than paying the debt service – with a net present value cost of about $13.6 million. Should the worst case scenario come to pass, the net cost would be $361.8 million – with the net present value cost at $218.9 million. SJ Advisors believes that the middle case it developed in its analysis is the more likely scenario, where the net cost is estimated to be $125.6 million more than paying the debt service - with a net present value of $71.9 million.

"We must protect the state’s credit rating, its positive reputation and our access to the capital markets. That’s why I included $12.5 million in my FY 2015 budget to meet its obligation,” Governor Lincoln D. Chafee said. “While this cost to taxpayers is distasteful, we are doing everything we can to reduce the size of the burden on our citizens through litigation. Repayment of these bonds is in the best interest to the state’s financial status and its reputation in the marketplace.”

SJ Advisors concluded after its in-depth analysis that “non-appropriation would result in a series of cascading events that would lead to increased costs associated with the state’s debt. It could also lead to a contagion effect impacting other Rhode Island issuers and even taint the business environment. Additionally, holders of Rhode Island debt would experience a decrease in the value of their bonds.” The report further indicated that the state’s ability to achieve savings through refinancing existing debt would likely be eliminated by the higher yields associated with the downgrade.

SJ Advisors’ analysis examined potential reactions by the bond rating agencies, developed analytical tools to calculate various scenarios the state could face should the state be unwilling to pay the debt service on the moral obligation bonds, analyzed the length of time and the extent of the reactions from the bond rating agencies, as well as explored other potential implications of non-appropriation.

RI Response

Richard Licht, Director of the Department of Administration noted, “Rhode Island has enhanced its financial management practices and has made great strides in developing a strong reputation in the market. All that work will disappear in an instant should the state fail to meet its fundamental obligations. The state’s excellent credit is fundamental to ensuring we are attractive for businesses to grow and locate here, and it is essential to ensure we can make the necessary investments in our economy. Failure to make this payment would be a grave error for the future of the state.”

“One of the most compelling findings in this report is the increasing clarity of the swift actions we might expect from the rating agencies should the state fail to meet its obligation,” added Peter Marino, Director of the Office of Management and Budget. “This translates to projected financial and reputational costs that would have long term negative consequences to the state.”

Per the direction of the General Assembly in the FY 2014 Budget As Enacted to conduct a study of the implications of payment/non-payment of the moral obligation bond debt service, the Department of Administration engaged SJ Advisors early in the year to complete this analysis for legislative consideration during the 2014 Legislative Session. SJ Advisors brings excellent credentials to this analysis and is registered with the Municipal Securities Rulemaking Board (MSRB) and the U.S. Securities and Exchange Commission (SEC). SJ Advisors will be presenting its report and its findings to the General Assembly on May 13 and May 14, 2014.


Related Slideshow: INVESTIGATION: Fox, Corso and 38 Studios

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Early 2000s

Fox was emerging as a powerful leader in the House via his role on the Finance Committee and later as Finance Committee Chair. Corso served on the management team at developer's Buff Chace's Cornish Associates.

The two worked together to write and pass the Historic Tax Credit Legislation.

Bio attached from the early 2000's - Cornish Assoicates Website.

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Insiders Had Hands All Over Schilling’s 38 Studios Deal

The owner of the construction company that was awarded a contract to work on the interior of 38 Studios’ downtown headquarters has close ties to House leadership and other prominent local politicians, GoLocalProv has learned.

Steven Nappa, who owns Nappa Construction Management, has contributed over $16,000 over the last decade to top politicians including House Speaker Gordon Fox, Congressman and former Providence Mayor David Cicilline, Providence Mayor Angel Taveras, former House Speaker William Murphy and former House Finance chairman Steven Costantino. In June 2011, Nappa also contributed $1,000 to the Fund for Democratic Priorities, a political action committee maintained by House leadership.

Nappa is also connected with Michael Corso, a Providence lawyer who has made a fortune helping to sell state tax credits and was involved in the earliest meetings between Schilling and Rhode Island officials. The two hosted a private fundraiser at the Peerless Lofts for then-Majority Leader Fox in 2007. Nappa also helped build the movie screen located in the open space next to Tazza, the downtown café owned by Corso.

Corso himself has contributed $11,625 to Fox, Cicilline, Taveras, Murphy and other local politicians in recent years.

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Movie Tax Credits

Corso and Movie Tax Credits

The Providence lawyer who pledged more than $14 million in Rhode Island motion picture tax credits that had not actually been issued as collateral in order to obtain an $8.5 million loan for Curt Schilling’s 38 Studios is now playing a behind-the-scenes role in a Michael Corrente movie that is slated to receive $625,000 in state tax credits, GoLocalProv has learned.

Michael Corso, a top tax credit broker whose loan agreement with BankRI is among several 38 Studios-related matters currently being investigated by state and federal authorities, is one of seven producers for “Backmask,” a horror film currently being shot in Exeter, according to IMDB. Corso’s business partner, Anthony Gudas, is listed as the executive producer and former State Rep. John Loughlin has a small role in the film.


On Monday, the Rhode Island Film and TV Office confirmed the film has received an “Initial Certification Letter” for the tax credits. Corso did not respond to a request for comment.

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Tazza Fundraiser

Questions Surround Speaker Fox’s Relationship with 38 Studios Insider

Several weeks after initial inquiries from GoLocalProv, House Speaker Gordon Fox still isn’t answering questions about a 2007 fundraiser held for him by the lawyer who would play a pivotal role in bringing Curt Schilling’s 38 Studios to Rhode Island three years later.

In March 2007, Michael Corso, Steven Nappa and Robert Britto of Nappa Building Corp. and former State Representative Ray Rickman were listed as the hosts of a private fundraiser held in the Peerless Lofts for the then-Majority Leader. The event, which helped Fox rake in approximately $10,000, was catered by Tazza, the downtown café owned by Corso.

But while Fox’s campaign finance reports from the time include details about several other fundraising events held during the first quarter of 2007, there is no information listed about expenses incurred for the Corso-hosted event, which may constitute a campaign finance violation.

“Speaker Fox has been extremely busy entering the final two weeks of the session, but he will soon be checking the campaign records from five years ago,” Fox spokesman Larry Berman told GoLocalProv on June 4. “If corrections are necessary to the report, he will make them.”

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Fox and Corso

38 Studios Insiders Have Been Connected Since May 2009

The lawyer at the center of the deal that brought Curt Schilling’s 38 Studios to Rhode Island had a business relationship with a top executive at the video game company a year before a piece of legislation that expanded the EDC’s Job Creation Guaranty Program was pushed rapidly through the General Assembly.

On May 29, 2009, Michael Corso, a top tax credit broker whose relationship with House Speaker Gordon Fox helped steer 38 Studios to the Ocean State, struck a deal to purchase credits handed out for the multi-million dollar Stone House hotel project in Little Compton from the Round Pond Management Corporation, whose President was Tom Zaccagnino.


By June of that year, Zaccagnino, who was also the co-managing director at the Wellesley Advisors Corporation in Maynard, MA, had become Vice Chairman and Lead Director of 38 Studios. A month later, Haymarket Capital, an LLC with the same address as the Wellesley Advisors Corporation, was involved with the seven-figure bridge loan a group of Rhode Island investors provided to 38 Studios.

In March of 2010, Zaccagnino and Schilling met with Speaker Fox and former EDC director Keith Stokes in Corso’s downtown law office. By May, the General Assembly had expanded the EDC’s loan guarantee fund from $50 million to $125 million, the exact amount the EDC awarded to 38 Studios later that summer.

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Crony's Bar

38 Studios Contractor Ordered to Install Equipment in Fox’s Crony’s Bar

A former subcontractor for 38 Studios is alleging that his firm was ordered to work on former Speaker of the House Gordon Fox's business colleague Michael Corso's bar as part of their contract - and has produced what he says is documentation to prove it.
Project manager Michael Rossi with SyNet, Inc. has revealed a budget for work which he says shows at $25,000 line item for work to be done at Corso's Tazza Cafe in 2011 -- under a job order for the failed 38 Studios.
Warwick-based SyNet bills itself as "the premier design-build low voltage contractor of structured cabling, access control, surveillance and audio visual systems in the Northeast."
Representative Mike Chippendale, Senior Deputy Minority Leader and Secretary of House Oversight who is leading the investigation into 38 Studios along with Rep. Karen MacBeth, told GoLocal, "[Rossi] has hit a number of things on the head, things he wouldn't have been able to have known otherwise. He was able to validate some things, and the State Police has said they have determined the [budget] document has credibility."
"We're moving in the right direction," said Chipendale, who along with Macbeth have both been the target of mail threats in the past month. "We've kicked the hornets' nest."
Rossi said when he was working at SyNet, he was aware the 38 Studios work could be a possibility. "When my boss called me to say we got the project, that I was going to oversee the [network infrastructure] work, I thought, "Wow...38 Studios. This is big."
"As soon as I started working, they told me to order cable right away," continued Rossi. "I didn't have a permit. Arguments went back and forth. I walk out, I say I don't have a budget, I'm not doing it. I get berated by my boss to get back on the job. Next day, I get the budget, I'm back on the site -- and there are walls up already, with no permits pulled."
A portion of the SyNet 38 Studios budget document with a line item for work on Corso's Tazza bar and restaurant.
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Rhode Island Cartoonist Takes Aim on Fox and Corso

In the midst of Gordon Fox's 2012 re-election effort, he distanced himself from his longtime friend, Mike Corso.

Rhode Island's iconic catoonist took aim at Fox's claim and artfully tied Corso and Fox together.


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