Corruption: Former Senior Managing Director of Investment Bank Pleads Guilty to Insider Trading and False Statement Charges

U.S. Attorney’s Office 
Southern District of New York

Preet Bharara, the United States Attorney for the Southern District of New York, announced that Frank Perkins Hixon, Jr., a former senior managing director of Evercore Group LLC, a subsidiary of Evercore Partners Inc. (Evercore), pled guilty yesterday in Manhattan federal court to insider trading and false statement offenses. Specifically, Hixon admitted to using inside information to trade and cause others to trade in the securities of Evercore, Westway Group Inc. (Westway), and Titanium Metals Corporation (Titanium). Hixon also admitted making false statements to agents of the Federal Bureau of Investigation (FBI) during the course of the investigation into his insider trading. The defendant was arrested on these charges in February 2014 and pled guilty yesterday afternoon to a six-count information before U.S. District Court Judge Ronnie Abrams.

Manhattan U.S. Attorney Preet Bharara said, “With his guilty plea, Frank Perkins Hixon becomes the 80th defendant we have charged since August 2009 who has been convicted of insider trading offenses. This office will continue to investigate and prosecute the widespread insider trading that has been shown to infect our markets, especially when those individuals try to evade detection by lying about their conduct.”

According to the allegations contained in the Information filed today in Manhattan federal court, the underlying criminal complaint filed on February 20, 2014, and statements made during court proceedings:

Between April 2010 and January 2014, Hixon was a senior managing director with the Mining and Metals Group of Evercore. Hixon used material, non-public information that he acquired as part of his employment with Evercore to trade and cause trades in brokerage accounts belonging to the mother of his young child (Individual A), who lived in Austin, Texas, and to Hixon’s close relative (Individual B), who lived in Johns Creek, Georgia.

In 2011, Hixon led an Evercore team in advising Westway about a non-public offer from another company (Company A) to purchase some of its business components and, more generally, in connection with potential transactions concerning Westway’s other business components. Company A’s offer was made in early September 2011, and a special committee was formed around that time to consider the offer and other strategic alternatives. Those developments were not announced publicly until December 15, 2011. Meanwhile, between October 21 and December 15, 2011, Hixon purchased and caused to be purchased 229,000 shares of Westway for Individual A’s brokerage account by logging into Individual A’s account from various locations, including Evercore’s Manhattan office. As the negotiations for the contemplated Westway transactions became protracted, Hixon sold and caused to be sold about 140,000 of the Westway shares that had accumulated in Individual A’s account, for a profit of approximately $260,000. Later, in 2012, Hixon made additional purchases of Westway shares for Individual A’s account, in advance of a tender offer for Westway’s outstanding equity securities that was announced on December 20, 2012. Profits reaped from sales of those shares amounted to approximately $104,000.

In October 2012, Hixon was invited, along with other Evercore personnel, to meet with a special committee of Titanium’s board of directors to discuss a potential engagement in connection with an unspecified $3 billion transaction. At the October 23, 2012 pitch meeting, which Hixon attended by teleconference from London, England, Hixon and the rest of the Evercore team learned that the transaction being considered was an acquisition of Titanium by Precision Castparts Corp. (PCP), a manufacturer of complex metal components and products. Hixon also learned the approximate offer price and that the transaction was likely to close before year’s end.

Within approximately one hour of the meeting with the Special Committee, Hixon began buying 20,000 Titanium shares for Individual A’s account from a mobile device traced back to London, England. Eight days later, after Hixon had returned from England, 20,000 more shares of Titanium were purchased for Individual A’s account, mostly through logins from Evercore’s Manhattan office. That same day, Hixon caused Individual B to buy 15,000 shares of Titanium. After market close on November 9, 2012, Titanium announced PCP’s tender offer for its shares. The next trading day, November 12, 2012, all 40,000 of Individual A’s shares of Titanium were sold for a profit of approximately $180,000. Later that month, Individual B’s Titanium shares were sold for a profit of approximately $70,000.

On January 14, 2013, Hixon attended an Evercore partnership meeting at which he learned that Evercore would be announcing record financial results for the fourth quarter of 2012. During the two days preceding the bank’s announcement on January 30, 2013, Hixon, logging into Individual A’s account from Evercore’s Manhattan offices and from his home in Manhattan, bought 27,000 shares of Evercore for the account. At the same time, Hixon caused Individual B to purchase 10,000 shares of Evercore for Individual B’s account. After Evercore’s earnings release, Individual A and Individual B sold all their Evercore shares and reaped a combined profit of approximately $96,000.

In February 2013, Evercore asked Hixon to respond to a request from the Financial Industry Regulatory Authority (FINRA) and to identify any known names from a list of people and entities that had traded in Titanium stock prior to PCP’s tender offer. Although Individual A and B were both on the FINRA list, Hixon responded by e-mail: “No known relationships.”

When Evercore confronted Hixon about his failure to identify Individual A—who, as noted above, is the mother of his young child—Hixon claimed not to know Individual A by her legal name, which was what appeared on the FINRA list, and to know her only by a different name she uses. Documents produced by Evercore, including text messages and e-mails between Hixon and Individual A, make clear that Hixon had, in fact, long been aware of Individual A’s legal name. And bank records show that he wrote numerous large checks to Individual A, in her legal name, from 2009 to 2010. On January 28, 2014, Hixon met with two FBI agents and told them, among other things, that he did not have access to and had never traded in Individual A’s brokerage account.

When Evercore confronted Hixon about his failure to identify Individual B, his close relative, Hixon responded that the associated location given for Individual B on the FINRA list—Duluth, Georgia—was inaccurate, because Individual B lives in Johns Creek, Georgia. Johns Creek shares a zip code with portions of Duluth and was only incorporated as its own city in December 2006. The city reflected on the brokerage account statements for Individual B’s account is Duluth.

Hixon, 55, of New York, New York, pled guilty to three counts of securities fraud, two counts of securities fraud in connection with a tender offer, and one count of making a false statement. Each of the securities fraud charges carries a maximum term of 20 years in prison, and the false statement charge carries a maximum term of five years in prison. Hixon is scheduled to be sentenced by Judge Abrams on August 1, 2014, at 11:00 a.m. As part of his guilty plea, Hixon also agreed to forfeit $710,000 to the United States. The maximum potential sentences in this case are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendant will be determined by the judge.

Mr. Bharara praised the investigative work of the FBI and thanked the Securities and Exchange Commission, which has filed civil charges in a separate action. Mr. Bharara also thanked Evercore for its cooperation in this matter.

This case was brought in coordination with President Barack Obama’s Financial Fraud Enforcement Task Force, on which Mr. Bharara serves as a co-chair of the Securities and Commodities Fraud Working Group. The task force was established to wage an aggressive, coordinated, and proactive effort to investigate and prosecute financial crimes. With more than 20 federal agencies, 94 U.S. attorneys’ offices, and state and local partners, it is the broadest coalition of law enforcement, investigatory, and regulatory agencies ever assembled to combat fraud. Since its formation, the task force has made great strides in facilitating increased investigation and prosecution of financial crimes; enhancing coordination and cooperation among federal, state, and local authorities; addressing discrimination in the lending and financial markets; and conducting outreach to the public, victims, financial institutions, and other organizations. For more information on the task force, please visit www.stopfraud.gov.

This case is being handled by the Office’s Securities and Commodities Fraud Task Force. Assistant U.S. Attorney Sarah E. McCallum is in charge of the prosecution.