In the Matter of Amec Foster Wheeler Ltd. (2021)

• Case Name
• In the Matter of Amec Foster Wheeler Ltd. (2021)

• Date Filed
• 06/25/2021

• Enforcement Agency
• SEC

• Foreign Official
• Unnamed officials at Petróleo Brasilero S.A. – Petrobras.

• Date of Conduct
• 2012 to 2014

• Nature of Business
• Amec Foster Wheeler Limited (“AFW”) is the successor-in-interest to Foster Wheeler AG (“FW”). During the relevant time, FW was a Swiss company that provided project, engineering, and technical services in the energy and industrial market. FW was purchased by AMEC plc in 2014, a United Kingdom company, thereby becoming AFW.
  
  In 2017, AFW was purchased by John wood Group PLC (“Wood”). Wood is not an issuer within the meaning of the FCPA but AFW’s stock traded on the NYSE prior to the acquisition.

• Influence to be Obtained
• According to the SEC, FW made improper payments, through various intermediaries, to unnamed officials at Petróleo Brasilero S.A. (Petrobras), a majority Brazilian state-owned energy company, to obtain a Petrobras contract. FW allegedly obtained a benefit of over $17.6 million.
  
  According to the SEC, after learning of an upcoming Petrobras contract bid from a Brazilian third-party agent, an Italian agent began contacting FW. The Italian agent and its affiliate, a Monaco-based intermediary company, allegedly failed FW’s due diligence reviews. Allegedly, FW nonetheless continued to informally engage with the agent on the Petrobras contract and offered a 2% commission. The Brazilian agent was allegedly later also given issued a 2% commission and an additional $560,000. According to the SEC, the Italian agent’s fee was paid via Brazil Agent as a “finder’s fee.”
  
  In 2012, the Italian agent and Brazilian agent allegedly paid bribes to Petrobras officials to obtain confidential information on FW’s behalf to win the Petrobras contract and negotiate favorable pricing. In 2013 and 2014, FW made four payments to the Brazilian agent, totaling approximately $1.1 million. These payments were shared by the Italian agent and Brazilian agent, and according to the SEC, parts of these payments were allocated to Petrobras officials. These payments were allegedly falsely recorded as “commissions.”
  
  The SEC alleges three FCPA violations in relation to FW’s payments, through Italian Agent and Brazil Agent, to Petrobras officials in order to win the Petrobras contract and negotiate favorable pricing, FW’s failure to correctly record such payments, and FW’s failure to devise and maintain sufficient internal controls.

• Enforcement
• On June 25, 2021, the SEC instituted cease-and-desist proceedings for AFW’s violations of the anti-bribery, books and records, and internal controls provisions of the FCPA.
  
  For alleged violation of the anti-bribery, books and records, and internal controls provisions of the FCPA, AFW was ordered to pay disgorgement and prejudgment interest totaling $22,764,287. 1 The SEC declined to impose a civil penalty based upon the DOJ’s imposition of a criminal fine in its related action.

• Amount of the Value
• $1.1 million.

• Amount of Business Related to Payment
• $190 million.

• Intermediary
• Italian Agent, consultant with Monaco Intermediary Company; Brazil Agent.

• Citizenship of Parent Entity
• Switzerland, United Kingdom

• Total Sanction
• $ 22,764,287

• Compliance Monitor
• No

• Reporting Requirements
• No

• Case is Pending?
• No

• Total Combined Monetary Sanction
• $ 41,139,287

Amec Foster Wheeler Ltd.

• Citation
• In the Matter of Amec Foster Wheeler Ltd., Admin. Proc. File No. 3-20373 (June 25, 2021).

• Date Filed
• 06/25/2021

• Filed Under Seal
• No

• FCPA Statutory Provision
• • Anti-Bribery
  • Books-and-Records
  • Internal Controls

• Other Statutory Provision
• None.

• Disposition
• Cease-and-Desist Order, Cease-and-Desist Order

• Defendant Jurisdictional Basis
• Issuer

• Defendant's Citizenship
• Switzerland, United Kingdom

• Individual Sanction
• $22,764,287.