Page 16 - 期貨和衍生品行業(yè)監管動(dòng)態(tài)（2024年3月）
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期貨和衍生品行業(yè)監管動(dòng)態(tài)
SEC 的命令認定，HG Vora 違反了 1934 年《證券交易法》的實(shí)益所有權條
款。HG Vora 對調查結果未表示承認或否認，但同意停止違規行為且不再犯，并
支付上述民事罰款。2023 年 10 月 10 日，SEC 通過(guò)了一項法規，將提交初始附
表 13D 的最后期限從 10 個(gè)工作日縮短為 5 個(gè)工作日。 HG Vora 被認定違反了 SEC
命令中所述行為發(fā)生時(shí)有效的規則，在形成控制目的超過(guò) 10 天后才提交該報告。
SEC Charges Advisory Firm HG Vora for Disclosure Failures Ahead of Ryder
Acquisition Bid (2024/3/1)
The Securities and Exchange Commission today announced settled charges
against New York-based investment adviser HG Vora Capital Management LLC for
its failure to make timely ownership disclosures in the lead-up to its May 2022
acquisition bid for trucking fleet company Ryder System Inc. HG Vora agreed to pay
a $950,000 civil penalty to settle the SEC’s charges.
Under the federal securities laws, a company that owns more than five percent of
a public company’s stock must report its position and whether it has a control purpose,
which is an intention to influence or control the company. According to the SEC’s
order, on Feb. 14, 2022, HG Vora disclosed that it owned 5.6 percent of Ryder’s
common stock as of Dec. 31, 2021, and certified that it did not have a control purpose.
The order states that HG Vora then built up its position to 9.9 percent of Ryder's stock
and formed a control purpose no later than April 26, 2022. The federal securities laws
therefore required it to report its control purpose and its current ownership position by
May 6, 2022, but it did not report this information until May 13. On that same day,
HG Vora sent a letter to Ryder proposing to buy all Ryder shares for $86 a share, a
sizeable premium over the trading price. Before the letter to Ryder and its filing, and
after forming a control purpose, HG Vora purchased swap agreements that gave it
economic exposure to the equivalent of 450,000 more shares of Ryder common stock.
After HG Vora’s public announcement of its bid on May 13, 2022, Ryder’s stock price
increased significantly.
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