Foster Wheeler AG was a Swiss provider of oil and gas technology and services globally. Foster Wheeler's shares were registered with the SEC and traded on the NASDAQ. Foster Wheeler Energy Limited was a wholly owned U.K. subsidiary of Foster Wheeler.
In November 2014, AMEC plc, an engineering and project management company based in the United Kingdom, acquired Foster Wheeler and its subsidiaries, and the subsequent company was renamed Amec Foster Wheeler plc. Foster Wheeler Energy Limited was renamed Amec Foster Wheeler Energy Limited ("AFWEL") following the acquisition.
In October 2017, John Wood Group PLC (“Wood”) acquired Amec Foster Wheeler and its subsidiaries.
According to the documents in this case, between 2011 and 2014, AFWEL conspired with others, including an Italian sales agent affiliated with Unaoil, to pay bribes totalling approximately $1.1 million to decision-makers at Petroleo Brasileiro S.A. - Petrobras in order to win a lucrative contract, worth approximately $190 million, from Petrobras to design a gas-to-chemicals complex in Brazil called Complexo Gas-Quimico UFN-IV. In all, AFWEL earned at least $12.9 million in profits from the corruptly obtained business.
On June 25, 2021, the DOJ filed a single count Information in the Eastern District of New York against AFWEL 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.
In a related administrative proceeding settled on June 25, 2021, the SEC ordered Amec Foster Wheeler Limited (the successor to Amec Foster Wheeler plc) 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.
