In about July 2004, a group of private equity entities acquired the upstream oil and gas businesses and assets of ABB Handels-und Verwaltungs AG ("ABB"), a holding company incorporated and headquartered in Zurich, Switzerland. Vetco International Limited ("Vetco International"), Vetco Limited ("Vetco Limited"), and Vetco International Holding 4 Limited ("Vetco Holding"), all United Kingdom companies, were established to hold the acquired ABB entities. Vetco International was the direct parent corporation of Vetco Limited; Vetco Limited was the direct parent corporation of Vetco Holding; and, Vetco Holding was the direct parent corporation of the acquired ABB entities. The principal entities acquired from ABB included, among others, ABB Offshore Systems Inc., ABB Vetco Gray UK Ltd., ABB Offshore Systems Ltd., ABB Offshore Systems AS, and ABB Vetco Gray Inc. After July 12, 2004, ABB Offshore Systems Inc., ABB Vetco Gray UK Ltd., and ABB Offshore Systems Ltd. were renamed Vetco Gray Controls Inc., Vetco Gray UK Limited, and Vetco Gray Controls Limited, respectively.
This group of private equity investors had agreed to correct ABB's compliance deficiencies following an earlier FCPA prosecution against ABB and its subsidiaries in 2004. In that earlier prosecution, ABB Vetco Gray and ABB Vetco Gray UK both pleaded guilty on July 6, 2004 to FCPA violations and agreed to pay fines of $5.25 million each. On the same day, ABB Ltd. consented to the entry of a final judgment permanently enjoining the company from committing any further violations of the FCPA's anti-bribery, books and records, and internal controls provisions. ABB was required to pay monetary sanctions totaling $16.4 million, and to retain an independent compliance monitor. Despite the group of private equity investors' agreement to correct ABB's compliance deficiencies, the FCPA violations continued.
From in or about September 2002 through in or about April 2005, Vetco Gray Controls Inc., Vetco Gray UK Limited, and Vetco Gray Controls Limited participated in a plan to authorize corrupt payments to Nigerian Customs Services ("NCS") officials in Nigeria to induce those officials to provide to the defendants and their co-conspirators preferential treatment in the customs clearance process and to secure an improper advantage with respect to the importation of goods and equipment into Nigeria. These payments were made in connection with the Bonga Project, which was a contract to engineer, procure and construct all subsea equipment for drilling in connection with Nigeria's first deepwater oil drilling project.
On January 5, 2007, the DOJ filed a 24 count Information in the Southern District of Texas against Vetco Gray Controls Inc., Vetco Gray UK Limited, and Vetco Gray Controls Limited alleging conspiracy to violate the anti-bribery provision of the FCPA as well as direct violations of the anti-bribery provisions of the FCPA. On February 6, 2007, all three companies entered into individual plea agreements with the DOJ.
Under the terms of its agreement, Vetco Gray Controls Inc. agreed to organizational probation of 3 years, to pay a fine of $6 million plus a mandatory assessment of $9,600, and to enhance its anti-corruption compliance policies and procedures which included hiring an independent monitor for a period of 3 years.
Under the terms of its agreement, Vetco Gray UK Limited agreed to organizational probation of 3 years, to pay a fine of $12 million plus a mandatory assessment of $2,000, and to enhance its anti-corruption compliance policies and procedures which included hiring an independent monitor for a period of 3 years.
Under the terms of its agreement, Vetco Gray Controls Limited agreed to organizational probation of 3 years, to pay a fine of $8 million plus a mandatory assessment of $2,000, and to enhance its anti-corruption compliance policies and procedures which included hiring an independent monitor for a period of 3 years.
