SEC Announces Oil-and-Gas Fraud Charges Against Houston-Based Company and CEO
The Securities and Exchange Commission today announced charges against a Houston-based oil-and-gas exploration and production company and its CEO for making fraudulent claims about the company’s oil reserves.
An SEC enforcement investigation found that Houston American Energy Corp. and John F. Terwilliger fraudulently claimed that a Colombian exploration concession in which Houston American only owned a fractional interest held between 1 billion and 4 billion barrels of oil reserves, and that the reserves were worth more than $100 per share to Houston American’s investors. The estimates lacked any reasonable basis and were falsely attributed to the concession’s operator, whose actual estimates were much lower.
“Terwilliger and Houston American misled investors by wildly exaggerating the extent and nature of their oil and gas holdings,” said Gerald H. Hodgkins, associate director of the SEC’s Enforcement Division. “They used a cadre of third parties to publicize and bolster their misleading claims.”
The SEC’s order instituting administrative proceedings also charges stock promoter Kevin T. McKnight and his firm Undiscovered Equities Inc., who were paid by Houston American to disseminate its fraudulent claims about the oil-and-gas concession project in Colombia.
The SEC’s Enforcement Division alleges that the fraudulent conduct by Terwilliger and Houston American occurred during several months in late 2009 and early 2010. During this time, Houston American raised approximately $13 million in a public offering and saw its stock price increase from less than $5 per share to more than $20 per share. Contrary to the lofty estimates made by Terwilliger and Houston American, the company participated in drilling multiple unsuccessful wells on the concession from 2010 to 2012, and withdrew from the operation in early 2013 without recovering any oil. The company’s stock price eventually cratered under the weight of the fraud. Houston American now trades for approximately 40 cents per share, which represents a market capitalization loss of $600 million since it peaked in April 2010.
The SEC’s order charges Terwilliger and Houston American with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 as well as Section 20(b) of the Exchange Act and Section 17(a) of the Securities Act of 1933. The Section 20(b) charges against Houston American and Terwilliger relate to statements made by touts and other third parties, who disseminated the Terwilliger’s and Houston American’s fraudulent estimates. McKnight and Undiscovered Equities are charged with violations of Section 17(b) of the Securities Act.
The SEC’s enforcement investigation was conducted by D. Mark Cave and was supervised by Jeffrey P. Weiss. The Enforcement Division’s litigation will be led by Melissa Armstrong and Mr. Cave.