On Dec. 29, 2016, General Cable Corp. (NYSE: BGC) announced that it has entered into agreements with the U.S. Securities and Exchange Commission (SEC) and the U.S. Department of Justice (DOJ) that bring to a conclusion those agencies’ respective investigations relating to the U.S. Foreign Corrupt Practices Act (FCPA) and the SEC’s separate accounting investigation related to the company’s financial restatements from 2013 and 2014.
Pursuant to those agreements, General Cable will pay fines, disgorgement and pre-judgment interest to the SEC and DOJ in the total amount of $82.3 million.
As noted in reporting from EPSNews on Jan. 3, 2017, in its investigations of the company leading up to the settlement, "the SEC detailed a web of activities involving the payment of bribes by General Cable sales operatives and regional executives to government officials in Angola, Bangladesh, China, Egypt, Indonesia, and Thailand as part of efforts to secure sales contracts. The payments were deemed 'improper' by the SEC, which said sales commissions approved by senior executives of General Cable exceeded limits approved by the company’s management and violated U.S. laws. In Angola, some of the improper payments were made even after General Cable was made aware of the violations, the SEC said."
Also on Jan. 3, CFO.com's Matthew Heller reported on how "cable and wire manufacturer General Cable has agreed to pay more than $75 million to settle charges that it paid bribes of about $19 million to foreign government officials to secure sales in Africa and Asia. The U.S. Securities and Exchange Commission said the bribes generated illicit profits for General Cable of more than $51 million on sales to state-owned enterprises in Angola, Thailand, China, Indonesia, Bangladesh, and Egypt. 'General Cable paid bribes to officials in multiple countries in a scheme that involved a high-level executive of the company and resulted in profits of more than $50 million worldwide,' Assistant U.S. Attorney General Leslie R. Caldwell said in a news release."
Michael T. McDonnell, General Cable's president and chief executive officer, commented, “We are pleased to have reached an agreement with the DOJ and SEC regarding these matters. General Cable is committed to conducting our business ethically and with the utmost integrity, and over the past two years, we have invested significant time and resources to implement a world-class compliance program. At the same time, we have transformed our business strategy under an entirely refreshed strategic leadership team committed to maintaining a strong performance and compliance culture. We are a different and better company today as a result of these actions.”
According to a press release, the company’s resolution with the SEC encompasses both the FCPA issues and the separate accounting and disclosure issues that were the subject of the company’s prior restatements. General Cable will disgorge profits of approximately $51.2 million and pay pre-judgment interest of approximately $4.1 million in connection with the FCPA matter, and pay a civil penalty in connection with the restatement-related matters of $6.5 million.
As part of the DOJ resolution, General Cable will pay a penalty of approximately $20.5 million. The company has entered into a non-prosecution agreement with the DOJ, which will be in effect for three years. No criminal charges will be brought against General Cable, provided it complies with its obligations under the agreement. In light of the significant compliance enhancements made by the company to date, neither the DOJ nor the SEC is requiring an independent compliance monitor. The company has instead agreed to annual self-reporting for a period of three years.
To satisfy its financial obligations under the resolutions, General Cable will remit a total of approximately $82.3 million to the DOJ and SEC. The DOJ penalty of $20.5 million will be paid in a single payment in the first quarter of 2017. The company will remit approximately $12.4 million to the SEC in January of 2017, and will then pay approximately $18.5 million to the SEC within 180 days of the date of the resolution and will make a final payment of approximately $30.9 million to the SEC within 360 days of the date of the resolution.
The company has and expects to have sufficient liquidity within its revolving credit facility to make these payments, and the total amount of the resolution is within the range previously disclosed by General Cable for the FCPA-related investigations. As of the third quarter of 2016, General Cable had accrued $33 million for the FCPA-related investigations. As a result of the resolutions with the DOJ and the SEC, General Cable will record a charge of approximately $49.3 million in the fourth quarter of 2016. Taking this charge into account, General Cable will have recognized all costs associated with the resolution of this matter with the DOJ and SEC.
General Cable voluntarily disclosed potential FCPA concerns to the DOJ and SEC in January 2014. Both the DOJ and SEC recognized and credited General Cable for its extensive and transparent cooperation throughout the investigation, and for significantly enhancing its compliance program under the leadership of a chief compliance officer, an executive officer position created in January 2015, who has a reporting relationship with the company’s board of directors and leads an experienced team of compliance professionals globally.
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