Foster Wheeler AG was a Swiss company with a significant presence in the United Kingdom that provided project, engineering, and technical services to energy and industrial markets in over 30 countries. Shares of Foster Wheeler were registered with the SEC and traded on the NASDAQ. In November 2014, AMEC plc acquired Foster Wheeler and was renamed Amec Foster Wheeler plc, a UK company whose shares were registered with the SEC and traded on the London and New York Stock Exchanges. On October 6, 2017, John Wood Group PLC (“Wood”), a UK company whose shares were traded solely on the London Stock Exchange and not register with the SEC, acquired Amec Foster Wheeler plc, which was renamed Amec Foster Wheeler Limited ("Amec Foster Wheeler"), a wholly-owned subsidiary of Wood. Amec Foster Wheeler was the successor-in-interest to Foster Wheeler AG.
According to the documents in this case, between 2012 and 2014, Foster Wheeler’s UK subsidiary, Foster Wheeler Energy Limited (“FWEL”) made improper payments to Brazilian officials in connection with efforts to win a contract with the Brazilian state-owned oil company, Petroleo Brasileiro S.A. – Petrobras. The bribes were made through third party agents, including one agent connected with the Monaco-based intermediary Unaoil who failed Foster Wheeler’s due diligence process for prospective sales agents. Foster Wheeler, through FWEL, paid approximately $1.1 million in bribes in connection with the Brazilian contract. None of the improper payments were accurately reflected in Foster Wheeler’s books and records, and the company's internal accounting controls were insufficient to detect or prevent the misconduct. In all, Foster Wheeler obtained a benefit of over $17.6 million.
In a settled administrative proceeding initiated on June 25, 2021, the SEC ordered Amec Foster Wheeler to cease and desist violations of the anti-bribery, books and records, and internal controls provisions of the FCPA. The SEC further ordered Amec Foster Wheeler to pay disgorgement of $17,656,302 and prejudgment interest of $5,107,985, for a total of $22,764,287. However, the SEC agreed to offset up to $12,636,975 in disgorgement paid to authorities in Brazil and the U.K. The SEC noted Amec Foster Wheeler and Wood's cooperation and remediation.
In a related proceeding, on June 25, 2021, the DOJ filed a single count Information in the Eastern District of New York against Amec Foster Wheeler Energy Limited (the successor to FWEL) alleging conspiracy to violate the anti-bribery provisions of the FCPA. On the same date, the company, along with Wood, entered into a deferred prosecution agreement with the DOJ with a term of three years. Under the terms of the agreement, AFWEL agreed to pay a monetary fine of $18,375,000, which represented a 25% reduction off the bottom of the sentencing guidelines range, and to self-report on the status of the company's anticorruption compliance for the duration of the deferred prosecution agreement. The DOJ agreed to credit up to $10,718,750 of the fine against payments AFWEL made to authorities in the U.K. and Brazil in parallel proceedings. In agreeing to enter into a deferred prosecution agreement with AFWEL, the DOJ noted the company's cooperation and remediation.
