Washington, DC - Investment trust Caledonia Investments plc has agreed to pay $480,000 in civil penalties to resolve Federal Trade Commission allegations that it violated federal premerger reporting laws by failing to report its purchase in 2014 of voting shares in the helicopter services company Bristow Group, Inc.
According to the complaint, in June 2008, Caledonia first acquired voting shares in Bristow and reported its purchase to U.S. antitrust authorities, as required under the Hart-Scott-Rodino Act. Subsequently, Caledonia made additional purchases that were exempt from reporting under HSR rules.
During that same timeframe, however, two Caledonia employees were designated to serve on Bristow’s board. Bristow awards restricted-stock voting securities to its board members, and by agreement, it set aside the securities for the two Caledonia board members for purchase by Caledonia. In February 2014, these voting shares vested, and Caledonia acquired them, according to the complaint. The Commission charged that Caledonia was required under the HSR Act to report this purchase but failed to do so.
The HSR Act allows a company that has reported an initial purchase of voting shares to purchase additional voting shares from the same issuer – as long as those purchases do not cause the company’s total holdings to cross a higher reporting threshold over a five-year period following the initial purchase. The complaint charges that Caledonia’s 2014 purchase of voting shares in Bristow fell outside the five-year period following its initial purchase.
Even though Caledonia claimed this violation was inadvertent, and made a corrective filing in February 2015, the Commission sought civil penalties because, as noted in the complaint, Caledonia had previously violated the HSR Act in 1996, causing it to make a corrective filing in 1997.
The Commission vote to refer the complaint and proposed stipulated court order to the Department of Justice for filing in federal court was 4-0. The Department of Justice filed the complaint and proposed order in the U.S. District Court for the District of Columbia on Aug. 10, 2016.