May 10, 2021
On March 1, 2021, the Securities and Exchange Commission (SEC) filed a Complaint in federal court in Erie, Pennsylvania against Brian Miller and three entities he owns and controls—Renew Forestry, Renew Development, and Renew Holdings (“Renew Entities”)—with violating antifraud provisions of the Securities Act of 1933 and the Securities Act of 1934.
The SEC alleges in the Complaint that Miller and his associates created the Renew Entities in 2014 and began soliciting limited partnership interests in Renew Development to fund Renew Forestry, a commercial timber company in Liberia that would harvest and sell tropical hardwoods. Upon the success of securing initial investment proceeds, Renew Forestry obtained a forest management agreement to conduct timber operations on 36,000 acres in the Kiteabo Estate of Liberia.
In January 2016, Miller’s associates separated from the business, and Miller took full ownership and control over the Renew Entities. At this time, Renew Forestry needed to obtain capital to fund specialized logging equipment and fulfill other operational obligations and approvals from the Liberian government before beginning timber operations. To cover these costs, Miller directed the Renew Entities to solicit additional investments, specifically targeting Christian communities and members of his own Church, beginning in February 2016.
Between February 2016 and August 2018, Miller and the Renew Entities fraudulently sold at least $1.1 million of limited partnership interests in and promissory notes with Renew Development and promissory notes with Renew Holdings to approximately 36 investors. The offering documents stated that investors’ principal would be repaid in one to two years at interest rates ranging from 6% to 12% and the promissory notes would offer investors a 10% pro rata share of the net profits from Renew Forestry’s timber operations.
However, the SEC asserts in the Complaint that Miller and the Renew Entities made “blatant misrepresentations” about the amount of acreage Renew Forestry had acquired for its timber operations, the status and readiness of operations to begin, and the prospects for its short-term profitability. The Complaint alleges that Miller and the Renew Entities falsely projected investor profits ranging from 91% to 172% within one year of operation, knowing that Renew Forestry did not have the land, equipment, or permits required to begin operations within the timeframe communicated to investors.
In the settlement reached with the SEC, Miller and Renew Entities, without admitting or denying the allegations made against them, consented to judgements enjoining them from future violations of antifraud provisions of the securities laws. Miller also consented to pay a $90,000 civil penalty.