Page 16 - 期货和衍生品行业监管动态（2024年3月）

期货和衍生品行业监管动态

SEC 的命令认定，HG Vora 违反了 1934 年《证券交易法》的实益所有权条

款。HG Vora 对调查结果未表示承认或否认，但同意停止违规行为且不再犯，并

支付上述民事罚款。2023 年 10 月 10 日，SEC 通过了一项法规，将提交初始附

表 13D 的最后期限从 10 个工作日缩短为 5 个工作日。 HG Vora 被认定违反了 SEC

命令中所述行为发生时有效的规则，在形成控制目的超过 10 天后才提交该报告。

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.

3