Washington, DC, Aug. 5, 2011 – The Securities and Exchange Commission today charged a former board member at Mariner Energy Inc. and his son with insider trading on confidential information about the impending takeover of the oil and gas company.
The SEC alleges that H. Clayton Peterson learned details about Mariner Energy’s upcoming acquisition by Houston-based Apache Corporation during various board meetings and tipped his son Drew Clayton Peterson with the nonpublic information. The son, who was a managing director at a Denver-based investment adviser, then purchased Mariner Energy stock for himself, his relatives, his clients, and a close friend. Drew Peterson also tipped several other close friends who traded on the nonpublic information ahead of the April 2010 acquisition announcement. The insider trading by the Petersons and others generated more than $5.2 million in illicit profits.
“Clayton Peterson was entrusted with highly confidential information, and he abused that trust and misused his position and access to make a quick buck for his family,” said Daniel M. Hawke, Chief of the SEC Enforcement Division’s Market Abuse Unit and Director of its Philadelphia Regional Office. “Drew Peterson then gratuitously tipped his friends and traded on this confidential information, leaving a trail of greed for investigators to follow.”
Sanjay Wadhwa, Deputy Chief of the SEC Enforcement Division’s Market Abuse Unit and Associate Director of the New York Regional Office, added, “Shareholders rely on company directors to honor their fiduciary responsibilities and not use confidential information for personal gain. Our enforcement action is a forceful reminder to corporate insiders that they cannot exploit their insider status without risking SEC scrutiny.”
According to the SEC’s complaint filed in federal court in Manhattan, Clayton Peterson served on Mariner Energy’s board of directors from 2006 to 2010 and violated his duty to keep Mariner Energy’s discussions with Apache confidential. Peterson explicitly instructed his son to purchase Mariner Energy stock for a family member based on positive news that the company was about to publicly announce. As the April 15 announcement date neared, Peterson was even clearer in discussions with his son, telling him that the company was going to be acquired and would no longer be a public company within a few days. Based on this inside information, Drew Peterson purchased Mariner Energy stock for his own accounts and others. Following the public announcement, Mariner’s share price rose 42 percent. Drew Peterson and his relatives and clients then sold the Mariner stock that he had accumulated for them. Among the close friends who Drew Peterson had tipped was a hedge fund portfolio manager who reaped approximately $5 million in illegal profits for himself, his hedge funds, and his relatives.
The SEC’s complaint charges Clayton Peterson and Drew Peterson with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint seeks a final judgment permanently enjoining them from future violations of the above provisions of the federal securities laws, ordering them to disgorge their ill-gotten gains plus prejudgment interest on a joint and several basis, and ordering them to pay financial penalties. The SEC also seeks to permanently prohibit Clayton Peterson from acting as an officer or director of any publicly registered company.
The SEC’s investigation was conducted by Joseph Sansone and Maureen Lewis – members of the SEC’s Market Abuse Unit in New York – with the substantial assistance of Neil Hendelman of the New York Regional Office and Jay Scoggins, Jeffrey Oraker, Bruce Ketter and Craig Ellis of the Denver Regional Office. The SEC thanks the U.S. Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation for their assistance in this matter.
The SEC’s investigation is continuing.
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For more information about this enforcement action, contact:
Daniel M. Hawke
Chief, SEC Market Abuse Unit and Director, Philadelphia Regional Office
Deputy Chief, SEC Market Abuse Unit and Associate Director, New York Regional Office
Maureen F. Lewis
Assistant Director, SEC Market Abuse Unit