Vulcan Capital

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Vulcan Capital Management
Type Private
Founded 1997
Headquarters New York, New York
Key people Ford F. Graham, co-founder,
Kevin C. Davis, co-founder
Industry Private Equity
Products Leveraged buyout, Venture capital, Growth capital, Mezzanine capital
Website http://www.VulcanCapital.com


Vulcan Capital Management is a private equity firm founded in 1997 by Ford F Graham and Kevin C Davis and based in Manhattan, NY. Their investment focus has historically been in energy and natural resources, often in difficult venues such as Iraq, Nigeria, and Bangladesh. In February 2010 Kevin C. Davis conceded in sworn testimony that “Vulcan Capital is basically out of business.”[1]

According to the company’s website they currently have numerous international investments in coal, electric power production, energy services, natural gas production, and clean water technology. Most of the claims cannot be independently verified and many are flatly contradicted by legal filings in the numerous lawsuits they face.

Ford F. Graham is the son of John J. Graham who was at the center of the Prudential Bache Limited Partnership scandal of the 1980s that was chronicled in the book Serpent on the Rock by Kurt Eichenwald. At the time it was one of the largest financial scandals to ever have hit Wall Street with allegations that 340,000 investors had been defrauded out of eight billion dollars. [2][3]

Vulcan Capital Management should not be confused with the company of the same name owned by Microsoft co-founder Paul Allen, one of the world's richest men.

Overview

Vulcan Capital Management's website describes itself in the following way:

History

Since its founding in 1997, Vulcan has completed over 35 transactions worldwide, with a value exceeding $800 million through its family of partner funds and portfolio firms.

Investment focus

Vulcan Capital Management projects center around energy and natural resources sectors with a heavy focus on coal mining and power plants, water resource management, and natural gas exploration. Since 2007 Vulcan has diversified to include water treatment services and real estate development.

Investment funds

The first Vulcan investment platform, Vulcan Partners I & II was created in 1998 and was followed by NRVG, NRVG II & NRVG which invested over $300 million in the coal industry. In 2002, Vulcan created and led an investor group that acquired select power plant assets from Enron. In 2003, Vulcan created and structured the acquisition of Duke Energy’s oil and gas division in the Gulf of Mexico. In 2004, Vulcan’s coal operations ranked as the seventh largest in the U.S. In 2004, Vulcan expanded its energy services company into Iraq and installed and repaired hundreds of Megawatts of power. Vulcan’s power plants were the first new post-war power plants in Iraq. In 2007, Vulcan launched Vulcan Partners III, a $400 million fund to originate and lead acquisitions and investments in Middle-Market natural resources and energy companies. In 2007, Vulcan, with its partner Graoch Associates, launched Aventine Hill Real Estate Fund I, a $300 million investment focusing on acquisition, financing, operation, and disposition of rental apartment communities located throughout the United States.[4]

Analysis of Claims on the Corporate Website

North Carolina Power Holdings

Vulcan's website lists North Carolina Power Holdings as a "Current Portfolio Firm" and states,

"In 2003, Vulcan acquired NCPH, a company consisting of coal-fired power plants in the Atlantic coast region. The plants currently utilize coal as well as tire-derived fuel to generate steam and electricity"

In fact the two plants in North Carolina, one in Elizabethtown and one in Lumberton, were seized by creditors in February 2008 and are no longer owned or operated by Vulcan.[5]

Prior to June 2005, the plant in Lumberton North Carolina had had a contract with Alamac American Knits to supply steam to Alamac's nearby plant. Following a plant failure in June 2005, Vulcan no longer was able to supply steam and Alamac obtained an arbitration award of nearly $2,000,000 for failure to perform on the contract. [6]

Laserline-Vulcan Energy Leasing

Vulcan's website lists Laserline-Vulcan Energy Leasing LLC as a "Current Portfolio Firm" and states that,

"Laserline-Vulcan Energy Leasing is engaged in the sale and lease of large electrical power systems worldwide."

In fact Laserline-Vulcan has never succeeded in leasing or selling even one large electrical power system. According to court documents a group of individual investors in the New York area had lost all of the $780,000 they put up for the endeavor.[7][8]

According to the complaint in one of these actions, the investors allege:

"13. The Debtor[Kevin C. Davis] and Ford Graham … held themselves out as being in the business of manufacturing, selling, installing and servicing energy and power producing systems."
"14. The Debtor and Ford Graham …were actually, to a large extent, in the business of obtaining investors for various schemes in which the said investors were induced to give over their monies through artifice, fraud and misleading representations and statements." [9]

Vulcan Energy International in Nigeria

Vulcan's website lists Vulcan Energy International as a "current portfolio firm" and states,

"VEI offers clients delivery of different types of power plant services including construction, on-site testing, startup commissioning, field acceptance, repair and reconstruction, and electrical and mechanical engineering. VEI is active in numerous sites world-wide."

In 2008 Vulcan Energy International entered into an Independent Power Producer (IPP) agreement with the Sokoto State government in Nigeria. Despite having reportedly received approximately $11,500,000 for the project, no power has ever been produced [10]. After four years local democracy advocacy groups claim the Nigerian project remains nothing more than a hole in the ground with allegations of fraud and corruption levied against both Vulcan and local Nigerian officials. [11]

Aside from the unsuccessful work in Nigeria, it is not believed that Vulcan Energy International has been active in any other sites world-wide in the last five years.

In July 2012 major media outlets reported a deal between Vulcan and the Nigerian Federal Government to invest $4.5 billion in new domestic refining capacity. Some observers have expressed doubts about the viability of the project[1].

Vulcan AMPS work with the BGT Group

Vulcan's website lists Vulcan AMPS as a "current portfolio firm" and states,

"Vulcan Advanced Mobile Power Systems (AMPS) manufactures some of the world’s largest portable power generators and were the first new post-war power plants installed in Iraq."

In 2002, Vulcan purchased the assets of a company called Advanced Mobile from the Enron Bankruptcy Estate for $4,000,000.[12] This included a prototype mobile power generation unit equipped with a Pratt & Whitney gas turbine and a Peebles generator. The equipment could generate about 20MW and was transportable at slow speeds by road. Enron had put considerable effort into the design but it had never generated power or even spun its generator. The newly formed Vulcan Advanced Mobile Power (Vulcan AMPS) then moved into a facility in Elizabethtown, North Carolina where more units could be manufactured.

Despite claims to the contrary [13], no portable generators were ever manufactured by Vulcan. They were able to resell the prototype unit and another GE LM2500 mobile unit they had purchased that had been manufactured years earlier by General Electric.

According to legal filings in a Federal action in Florida, several of the Vulcan entities (including Vulcan AMPS, Vulcan Energy Solutions, and Vulcan Power Group) entered into a contract with the BGT Group in early 2007 to supply three mobile power trailers and one electric generator for eventual delivery to BGT's customer, the Arkansas Cooperative Electric Company. The equipment was not delivered and BGT was later forced into bankruptcy due to a $17,600,000 judgement for failure to perform on the contract.[14] In their civil complaint against Vulcan,BGT stated:

"Defendants, however, lacked the requisite expertise and, in fact, intended to use this subcontract as a means of stealing BGT's master contract with Arkansas Electric Cooperative Company. Although Defendants accepted and have retained more than $2 million in cash and $1 million in equipment from BGT to perform the contracted for services, Defendants have failed to complete any of this work and have refused to return any of the money or equipment to BGT."[15]

Bangladesh Work

Major media outlets reported in 2005 that the Vulcan Capital owned by Microsoft co-founder Paul Allen would be investing $1.6 billion in Bangladesh. The reports indicated that Global Vulcan Energy president Ford Graham had signed a memorandum of understanding with the government of Bangladesh to install 1800 megawatts of generation capacity. Allen's company quickly issued a denial and the articles were corrected. [16] [17]

Vulcan's website states that,

"in 2006, Vulcan's energy services company completed a comprehensive review of all power plants in Bangladesh and reached an agreement with the government of Bangladesh for a program of repair and new power plant installation."

No power generation capacity was ever installed in Bangladesh. In 2007 Norwest Corporation who had done geological survey work for Vulcan in Bangladesh, sued Vulcan for approximately $125,000 in unpaid bills. Vulcan's defense was that Norwest had had agreements with other Vulcan entities not named in the suit. The case was decided in arbitration. In a harshly worded decision, the arbitrator, Samuel G. Fredman, wrote:

"If ever there was an example put before me on a witness stand to typify what I believe Wall Street and the general business community do not want to put forward as how business should be run, Ford F. Graham has filled the role."
"I listened carefully, at first with some respect, but ultimately in shock to the testimony of Kevin Davis...I wonder if he will realize how they[his words] fell on deaf ears coming from an attorney with his background and observable ability." [18]

Lawsuit with Michael Stewart and Daniel O'Hare

Starting in July 2004, Vulcan's founders Ford F Graham and Kevin C Davis had a falling out with two other corporate officers, Michael R. Stewart and Daniel J. O'Hare. A lawsuit originally filed in North Carolina by Vulcan against Stewart and O'Hare was later combined with a case in Texas filed by O'Hare and Stewart.[19]. Following lengthy litigation Stewart and O'Hare obtained an $8,000,000 jury verdict against Graham and Davis in February 2010 for various acts of fraud. [20][21]. The award included $6,000,000 for exemplary damages. The exemplary damages were later reduced on appeal to $3,900,000[22].

Iraq Projects

Bayji Gas Turbines

Following the US invasion of Iraq in 2003, the US Army Corp of Engineers launched Operation Restore Iraqi Electricity. In late 2003 Vulcan entered into a contract with Washington Group International (WGI) to supply two AMPS mobile units, even though only one was in existence and it had never been proven out. The project was to include six mobile GE LM2500 turbines and the two AMPS units to be installed at the existing steam plant in Bayji, Iraq. The two units were sold for $14,000,000 each with installation in Iraq required as part of the sale price. Vulcan had also purchased a single GE LM2500 mobile unit to substitute for the second AMPS unit but WGI refused to accept it and they demanded the return of $8,000,000 that had been paid up front for the second unit that was never delivered.

The GE units were successfully commissioned by another company in March 2004 but the Vulcan AMPS unit did not generate power until August. The Vulcan unit only operated for about two months in 2004 while the GE units have operated successfully since installation.

Vulcan and WGI were able to convince the US Army to absorb the costs of Vulcan's people in Iraq during the efforts to commission the single AMPS unit. In all they were paid $22,000,000 for the unit they had bought for only $4,000,000.

A number of contractors were not paid for their services on the project and lengthy litigation ensued. An employee in Vulcan's New York office, Susan Flannigan, who claimed she was due a 4% commission on the $22,000,000 sale filed suit and obtained a settlement for about $500,000. Insurance costs for Vulcan's personnel in Iraq were supplied by AIG and were largely unpaid[23]. A Connecticut contractor, PEPCO, who had supplied engineering support in Iraq also obtained a judgement for $314,000 in unpaid services.

PEPCO, AIG, Ms. Flannigan, and Sabre Security all have unpaid judgements against Vulcan AMPS who filed for bankruptcy in 2009. PEPCO later filed a RICO action against Vulcan which is still pending [24].

Taji Gas Turbines

During 2004, Vulcan supplied engineering services to rehabilitate several GE Frame 5 Gas turbines at the existing power plant in Taji, Iraq. The prime contractor on the project was Fluor Corporation. Chameleon Security claims to be owed $750,000 but has never filed a legal action[25]. Another contractor filed legal actions in which he claimed to be owed $140,000.

Mulla Abdullah Project and Allegations of Bribery

Vulcan's website states,

"Created in 2003, Vulcan Energy Solutions provides power plant expertise and services that include operation and maintenance for several types of power plants including construction, on-site testing, startup commissioning, field acceptance, repair and reconstruction, and electrical and mechanical engineering support."

In March 2005, Vulcan Energy Solutions signed an agreement with Iraq's Ministry of Electricity for rehabilitation of the Mulla Abdullah power plant in Kirkuk. No work was ever done on the project.

Vulcan sued for $29,000,000 in New York court claiming breach of contract but an arbitrator awarded them nothing.

The arbitration took place in Washington, DC in March 2007 and involved allegations that the contract had been obtained through bribery of the then Iraqi Minister of Electricty, Aiham Alsammarae by Ford Graham. The arbitrator termed the allegations of bribery as "credible" but ruled they were not central to the decision. The arbitrator awarded no damages to Vulcan because no work had been done. [26]

A US based security contractor, Sabre Security, later sued for $246,000 for work in Iraq during negotiations for the contract. Vulcan claimed that under their agreement Sabre would only be paid if Vulcan won the contract. Sabre denied that any such arrangement was in place.[27]

Manhattan Office Space

Vulcan's Website lists their Manhattan address as 150 East 52nd Street, 11th floor, New York, New York, 10022.

In fact they were evicted from this office space in June 2011 based on a court judgement of $255,000 in unpaid rent.[28]

Other Investments from the Corporate Website

Past Portfolio firms:[29]

  • Duke Energy Hydrocarbons, LLC - Vulcan originated, structured, and closed this transaction in 2003 as a purchase of Duke Energy Inc.’s offshore businesses. The company is an offshore exploration and production company with operations located in the Gulf of Mexico.
  • Triton Coal Company, LLC - In 1998, Vulcan acquired Triton Coal Company located in Wyoming’s Powder River Basin. Vulcan built the company into the 7th largest producer in the U.S. and ultimately sold the company to Arch Coal, Inc. in 2004.

Current Portfolio Firms:[30]

  • Vulcan Coal Partners, LP - In 2006, Vulcan created its newest coal company when it purchased assets and mining equipment in Central Appalachia (Alabama, Tennessee, and Kentucky). Currently, it holds over 26 million tons of coal reserves, with pending agreements to add 15 million additional tons before mid-year 2007.
  • Vulcan Energy of Canada, LTD. - In 2001, Vulcan’s portfolio company aquired over 70,000 acres of Canadian coal bed methane reserves with over 1.5 trillion cubic feet of natural gas. Vulcan’s portfolio company for this investment is in the process of exploiting this massive reserve through the drilling of over 500 wells and completion of the gathering systems.

Law firm contract disputes

Vulcan's companies have spent millions on legal fees. In many of these cases their lawyers say they were not paid for their work.

(1) Winston & Strawn: Claims $873,000 of $1,560,000 was unpaid for work defending Vulcan in actions brought by PEPCO,Susan Flannigan, Alamark, and Josh Rosen. [31]
(2) Fulbright & Jaworski: Claims $114,000 in services with nothing paid. Work on BGT, and Susan Flannigan Case. [32]
(3) Levi Lubarsky & Feigenbaum LLP: Claims $31,800 of $46,875 is due.[33]
(4) Deacons Singapore: Claims $61,300 billed with nothing paid for work related to possible contracts in Bangladesh. [34]
(5) Levett Rockwood And Pullman Comely: claims $61,000 in services rendered with $56,000 unpaid. [35]
(6) Greenberg Traurig: Claims unpaid bills. [36].
(7) Connor and Winters: Claim $445,000 of $534,816 unpaid for work on O'Hare case. [37].

Related Legal Actions

Miller Energy Lawsuit

Ford F. Graham was hired as President and Board Vice Chairman of Miller Energy in December 2009. He served only six months in that position and resigned in June 2010. According to a class action suit filed in Tennessee Federal Court, Graham and others had made questionable public statements about the value of oil and gas assets in Alaska which had helped Miller's stock price increase by over 1000% between December 2009 and July 2011.

After the publication of an article in thestreetsweeper.org that called into question the valuation of the Alaska assets, Miller's stock price declined from a high of $8.04 on July 14, 2011 to a low of $2.36 on August 9, 2011. During the time of the acquisition of the assets, Ford Graham had provided sworn testimony before a bankruptcy court that Vulcan Capital would supply $50,000,000 in capital to Miller for the purchase of the Alaska assets. No funds were ever supplied by Vulcan.

In Court documents, the lead plaintiff, The Oklahoma Firefighters Pension & Retirement System, alleged:

"Defendant Graham was motivated to make the false and misleading statements because he profited handsomely from his involvement in the fraudulent scheme. As a direct result of his agreement for Vulcan to provide financing to Miller, Graham became Miller’s President and Vice-Chairman of its Board."[38].

The Miller Energy Lawsuit remains unresolved. As of August 2012 Miller's stock price stood at $4.25 per share, well above the level prior to the acquisition of the Alaska assets. [39]

Other Lawsuits

  • Plaza52 v. Graham et al. Alleges failure to pay rent on Manhattan Office Space, June 2011. [40].
  • Workers Compensation Board of NY v. Vulcan Capital. Alleges failure to pay for Workers Compensation Insurance. [41]

Contact Information

Ford Graham, managing partner and co-founder Vulcan Capital Management
150 East 52nd Street, 11th Floor
New York, New York 10022
Phone: 212-980-9520
Website: http://www.vulcancapital.com/

Articles and Resources

Sources

  1. See In Re: Kevin C Davis, Bankr SDNY (2009), Case 09-16161, Doc 61, Exhibit 5 , p.12
  2. Serpent on The Rock, Eichenwald Kurt, Randomhouse (1995), p.7
  3. Businessweek, 1991, Serpent on the Rock
  4. Select Timeline Transactions Vulcan Capital Management, June 2012.
  5. See In the Matter of NC Power Holdings, Bankr. EDNC (2008), Case 08-01789-8-ATS, Doc 4 p.4
  6. See Alamac v. Vulcan et al.
  7. See Deborah Freeman v. Laserline-Vulcan, NYSC 2010
  8. See Sonia Gluckman et al. v. Laserline-Vulcan et al., NYSC 2008
  9. See In Re Kevin Davis Adversary Procedure Gluckman et al. v. Kevin C Davis, USDC SDNY
  10. Daily Trust, Feb-12, Lawyer Urges Probe
  11. FAITH’S CHICKENS:The Story of Fraud and Incompetence in the Sokoto State IPP, Sub Sahara Intelligence Report, January 6, 2011.
  12. Bankrupt.com, Search on Vulcan
  13. Claim of two units in Iraq is false.
  14. See Arkansas Electric v. BGT,Circuit Court of Pulaski Arkansas (2010), CV-2010-7112
  15. See BGT v. Vulcan et. al,USDC MDFL (2007), 2:07-CV-816-Ftm-34DNF, Doc 2 p.4
  16. Forbes Magazine, May-05, Microsoft Co-Founder Allen to invest $1.6B in Bangladesh
  17. The Daily Star, Sep-06, Dark Power Sector Scenario
  18. See Norwest Corp v. Vulcan, USDC SDNY, Case 1:06-cv-06342, Doc 12-6, p4,5.
  19. Vulcan et al. v. O'Hare provides excellent summary of formation of Vulcan AMPS
  20. See O'Hare et. al v. Graham et. al., USDC WDTX (2004), Case SA-04-CA-0566-OG
  21. Summary of Case by Opposing Councel Reynolds & Frizzle
  22. See O'Hare et. al v. Graham et. al., US 5th Circuit (2011), Case 10-50971
  23. See American Home Assurance v. Vulcan Advanced Mobile Power et al.
  24. Plainville Elec v. Vulcan Advanced Mobile Power (Vulcan AMP), Leagle.com, July 28, 2009.
  25. My conversations with the owner of Chameleon.
  26. American Arbitration Association Center for International Dispute Resolution
  27. Sabre Security v. Vulcan et al. NYSC, 2007
  28. See Ford Graham Deposition in Flannigan v. Vulcan Capital; Jul 7, 2011 USDC, SDNY 09-CIV-8473; p6-8
  29. "Select Portfolio Firms" Vulcan Capital Website, August 2009.
  30. "Select Portfolio Firms" Vulcan Capital Website, August 2009.
  31. Winston & Strawn v. Vulcan Capital et al. (2008), NYSC 600022/09
  32. Declaration of James H. Neale.
  33. Levi Lubarsky & Feigenbaum v. Vulcan et al. NYSC (2012)
  34. Deacons Singapore v. Vulcan (2007), NYSC, Case 60217404.
  35. Levett Rockwood v. Vulcan et al., NYSC, Case 652300
  36. Affidavit of John A. Boudet
  37. Work by Rick Lambert and William Sessions
  38. See In Re: Miller Energy Resources Securities Litigation, P95.
  39. See Miller Stock Price
  40. Plaza52 v. Graham et al.
  41. Workers Compensation Board of New York v. Vulcan Capital

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