After attending his second meeting as a board member for InnoVida, a Miami-based company that marketed prefabricated housing materials for use in disaster zones and other places in need, Jeb Bush had some follow-up questions.
“Fine board meeting,” Bush wrote in an e-mail to the chief financial officer before requesting details about the company’s liability insurance and politely nudging him that cash-flow data “would be appreciated.”
Bush wouldn’t get his answers until a week after his September 2009 e-mail, and then only in part — the CFO provided him with an “unaudited” financial spreadsheet and said no insurance details were immediately available.
If Bush was troubled by the response, it didn’t prompt him to pull away from InnoVida. He remained on the board for an additional year, leaving after a fellow board member started to unravel the widespread fraud that eventually led to the firm’s demise and the criminal convictions of two top executives.
Previously unreported court documents suggest that Bush was more involved with the company than has been publicly known — and that he deepened his role even as others associated with InnoVida grew concerned about its financial practices.
Documents show that the company listed Bush in internal records as a “key manager” who had been given options to buy 250,000 shares of stock and later stood to make more money looking for partners to build factories overseas.
Bush aides say he broke from InnoVida and voluntarily repaid consulting fees as soon as questions arose, and there is no evidence that he knew of the fraud that led to the criminal conviction of the company’s chief executive, Claudio Osorio, in 2013.
Nevertheless, Bush’s involvement with InnoVida, which he joined as a $15,000-a-month consultant in 2007 after completing two terms as governor of Florida, provides insight into his approach as a businessman and illustrates how his corporate ties could affect his presidential aspirations.
Seeking to build his fortune after leaving office, Bush accepted positions on major corporate boards and took on work as a consultant; these roles often had limited day-to-day responsibility but almost always came with the promise of substantial compensation.
Bush’s private-sector approach reflects a contrast to the hands-on style that characterized his time as governor. Potential rivals in the 2016 presidential race have hinted that they would make an issue out of Bush’s work for two troubled banks, Lehman Bros. and Barclays.
In the case of InnoVida, Bush spokeswoman Kristy Campbell said that “as soon as concerns regarding the company were brought to Governor Bush’s attention, he took action to address them immediately.” That included quitting the board, which he had joined in 2008, and giving up most of the fees he had been paid, she said. She said he never exercised the stock options he had been offered.
She said that Bush was among many sophisticated businesspeople who were tricked and that he fully cooperated with investigations of InnoVida.
“It is now obvious that Mr. Osorio deliberately misled a board of prominent business leaders about his company’s dealings and that is why he is now in jail,” she wrote in a statement.
Campbell said Bush had expressed his view “more than once” that the board should have received audited financial statements. “The board never got them,” she said, “but Osorio’s explanation seemed plausible at the time.”
Ultimately, Osorio was convicted of a scheme to swindle tens of millions of dollars from InnoVida investors and creditors, including a U.S. government agency that provided a loan to build housing in earthquake-ravaged Haiti.
After the company declared bankruptcy in 2011, Bush repaid $270,000 of the $469,000 he had received in consulting payments. He kept the remainder, $199,000, which his attorneys argued had paid for services he provided in “good faith.” An aide noted that Bush had incurred legal expenses as part of the bankruptcy.
Bush’s involvement with InnoVida began in 2007, as he plunged back into the private sector. Bush recalled first meeting Osorio at a charity event held that year at Osorio’s Miami Beach estate, an aide said.
Osorio was a fixture on the Miami social scene and, as a major Democratic donor, had hosted Bill Clinton and other leading politicians for fundraisers. He had all the outward signs of success, including a Maserati, a mountain chalet in Colorado and another home in Switzerland.
But a previous Osorio venture, a computer distribution company called CHS Electronics, had fallen into bankruptcy in April 2000.
After Osorio called Bush about joining his new business, Bush paid for a background check on Osorio and visited InnoVida factories in Miami and Dubai, Campbell said. There were “no red flags,” she said.
The presence of Bush and other notables was a plus as Osorio sought business and enticed more investors. “These were the props that Osorio used to convince people that his enterprise was legitimate,” said David A. Nunez, a Miami lawyer who represents some InnoVida investors seeking to recoup their money.
Osorio brought in money from an eclectic group of investors, including a Turkish-born tycoon once convicted of cocaine trafficking and professional basketball players such as Carlos Boozer and Alonzo Mourning.
Not everyone was ready to sign up. Another high-profile figure Osorio recruited to join the board, retired Army Gen. Wesley Clark, said he declined the offer in 2010 because of doubts about Osorio.
Clark, who ran for president as a Democrat in 2004, said he was initially interested in the board in part because Bush’s presence “kind of attested” to the company. But, he said, he hired a lawyer to check up on it and discovered that Osorio was deeply in debt.
“I’ve learned that when it smells, get away,” Clark said.
He said Osorio “talked a great game, but we became suspicious. It didn’t feel right.”
Court records show that some people associated with InnoVida began to notice problems in the spring of 2009.
Board meetings were held infrequently — just two in 2009 and one in 2010, according to corporate records.
Herb Margolis, then the company’s head of U.S. operations, left abruptly in the spring of 2009 and urged a board member, New York developer Ryan Freedman, to assert more control over the “mismanaged” company, according to Freedman’s court testimony.
Margolis did not advise Bush of his concerns, according to an aide. Margolis did not return calls seeking comment, and an aide to Freedman declined to comment.
Around that time, Bush was becoming more involved in InnoVida. In March 2009, he signed four deals in which he would be paid on commission to seek partnerships in Nigeria, Mexico, South Africa and Florida, according to sales compensation agreements filed as court exhibits.
The agreements specify that Bush’s consulting firm, Jeb Bush & Associates, would receive “finder” fees from InnoVida Factories, a Cayman Islands-based subsidiary. Bush would be paid 8 percent of the value of a deal if he brought in joint-venture partners to help build factories and 3 percent for bringing new customers for InnoVida products in those areas. Bush’s signature appears on all four agreements.
Bush never received any commission from InnoVida, Campbell said.
As the year went on, Osorio offered wildly inflated and conflicting claims about InnoVida’s capabilities and net worth, according to court testimony and filings.
Court records show that he also was soliciting board members for millions of dollars in loans.
Osorio declined an interview request through his lawyer, Humberto Dominguez, who said his client suffered from “being over-enthusiastic about his product” and wanting to get it to market.
Dominguez said Bush “had nothing to do with the scheme” and was “not an insider” but had been brought on because of his business connections.
In October 2009, the company began discussions with the Overseas Private Investment Corp. (OPIC) — a federal agency that uses public funds to encourage investments in the developing world — about securing a loan to provide low-cost housing in Haiti.
The agency typically would not consider loaning money to a company such as InnoVida that did not provide audited financial statements, officials said. But after a massive earthquake struck Haiti in January 2010, Osorio made a convincing case — and a $10 million loan was soon approved.
Osorio called officials and promised that the company could quickly build shelters for displaced victims, according to court testimony and internal OPIC documents obtained by The Washington Post through a Freedom of Information Act request.
In follow-up materials substantiating the loan application, the company provided detailed biographies of its board members, including Bush, described as a governor who “remained true to his conservative principles” and helped “unleash one of the most robust economies in the nation,” according to the OPIC documents. InnoVida also told OPIC that it would work with charities such as World Vision to provide housing.
OPIC agreed to make exceptions to speed along the loan. InnoVida was not required to provide audited financial statements before receiving the loan, and OPIC waived a $20,000 fee and agreed to begin making the money available as quickly as possible.
The agency ended up wiring $3.3 million to the company before officials began to question where the money was going. An OPIC spokesman, Charlie Stadtlander, said the exceptions to loan protocols granted to InnoVida are not uncommon in emergencies such as the Haiti earthquake.
Court records show that InnoVida was also seeking other funding sources from Haiti earthquake-relief efforts. One such project — a $180,000 contract to help rebuild the University of Haiti — was sponsored by a charity funded with proceeds raised by Bush’s father, former president George H.W. Bush, and former president Clinton, records show.
By mid-2010, two board members had grown skeptical of Osorio and his business practices.
Oscar Seikaly, an insurance executive who had been friends with Osorio before joining the board, said he became worried when Osorio did not seem upfront about the firm’s financial picture.
“I was expecting to see some audited statements, and it was always ‘We don’t have it, we don’t have it,’ ” Seikaly recalled in an interview.
Christopher Korge, a prominent Miami Democratic donor who had invested $4 million in the company, was frustrated that additional equity being promised by Osorio was not materializing.
In August 2010, a furious Korge called Bush and other board members after Osorio e-mailed him claiming to be in China closing a big deal — the same day Osorio was spotted eating at a South Beach steakhouse, according to court documents. Korge urged them to confront Osorio at an upcoming meeting.
“I have to tell you I was impressed with Jeb’s response,” Korge said. “When I informed him of what I had found and that I thought the CEO was perpetrating a fraud, Jeb Bush became immediately engaged and worked with me to try to stop the continuation of this fraud.”
On Sept. 16, 2010, Bush attended a board meeting, scribbling notes on his agenda about the company’s ventures around the globe. “Haiti China Angola,” he wrote on a meeting agenda later submitted as court evidence.
Three days later, Bush submitted his resignation and returned his $15,000 consulting fee from the previous month to the firm.
Korge filed a civil suit, which eventually sent InnoVida into bankruptcy. Two years later, Osorio and his chief financial officer, Craig Toll, were arrested and charged with two dozen counts of fraud and money laundering.
Osorio was sentenced to 12
Seikaly said he wasn’t surprised that Bush was taken in by the scam. “Anybody can deceive anybody,” he said. “Mr. Bush is a human being.”
Alice Crites contributed to this report.