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Case Number: 1:20-cr-00534-GHW
Judge: Gregory H. Woods
Court: United States District Court for the Southern District of New York (New York County)
Plaintiff's Attorney: United States Attorney’s Office
Description: New York, New York criminal defense lawyer represented Defendant charged with securities and wire fraud.
Jeffrey Hastings, the former chief executive officer and chairman of the board of directors of SAExploration Holdings, Inc. (“SAEX” or the “Company”), a publicly traded seismic data company based in Houston, Texas, for his role in a scheme to fraudulently and materially inflate the publicly reported revenue of SAEX by tens of millions of dollars, in 2015 and 2016, and also for misappropriating millions of dollars from the Company. HASTINGS pled guilty before U.S. District Judge Gregory H. Woods to conspiracy to commit securities fraud and wire fraud offenses.
Ilan Graff, Attorney for the United States, said: “As he acknowledged in court today, Jeffrey Hastings schemed to inflate his company’s revenue, making it appear more profitable than it was. Hastings then stole money from the company for his own use. Hastings now awaits sentencing for his admitted fraud and deception.”
According to the allegations contained in the Superseding Information, the Superseding Indictment, and the Complaint filed in this case, and statements made during the plea proceeding:
At all times relevant to the Information until August 2016, HASTINGS was the executive chairman of the board of directors of SAEX (the “Board”). After August 2016, HASTINGS served as both the chairman of the Board and the chief executive officer (“CEO”) of SAEX until he separated from the company in August 2019. SAEX was a publicly traded seismic data acquisition company headquartered in Houston, Texas, that traded under the symbol “SAEX” on the NASDAQ. In May 2020, SAEX was delisted from the NASDAQ and, in December 2020, was taken private. SAEX provided land- and marine-based seismic acquisition services, including program design, planning and permitting, camp services, survey, drilling, recording, and processing. Seismic data is used by oil and gas companies to identify and analyze drilling prospects and maximize successful drilling.
From February 2015 through May 2019, HASTINGS, together with Brent Whiteley, the then chief financial officer and general counsel of SAEX, Michael Scott, the then executive vice president of operations at SAEX, and “CC-1,” the founder and at various times president, CEO, and chief operating officer of SAEX, devised and carried out a scheme to defraud SAEX’s shareholders, bondholders, and the investing public by artificially and materially inflating SAEX’s reported revenue by making it appear that Alaskan Seismic Ventures, LLC (“ASV”) was an independent and reliable source of tens of millions of dollars of revenue.
In February 2015, HASTINGS and Whiteley discussed finding a way for SAEX to take advantage of certain tax credits offered by the State of Alaska to seismic data library companies, to offset the costs of exploring for oil and gas in Alaska (the “Alaska Tax Credits”). The Board of SAEX was opposed to operating its own data library company because of concerns about the ability to ensure payment to SAEX, including through the monetization of Alaska Tax Credits, among other reasons. To avoid the appearance that SAEX was operating a data library company that licensed data to third parties, HASTINGS and Whiteley set up ASV, to purport to operate as an independent customer purchasing seismic data from SAEX and licensing it to third parties. HASTINGS recruited an acquaintance to serve as the owner and sole employee of ASV. In truth and in fact, and as hidden from investors, ASV was not independent and could not pay SAEX for its seismic data.
After setting up ASV, HASTINGS and Whiteley created and caused to be created a number of shell companies (the “Shell Companies”) for the purpose of secretly transferring funds from SAEX into ASV. One of the Shell Companies, Global Equipment Solutions (“Global Equipment”), was purportedly an equipment rental company from which SAEX rented seismic acquisition equipment. In truth and in fact, and as HASTINGS and his co-conspirators well knew, SAEX did not rent any equipment from Global Equipment and did not owe Global Equipment any money. The co-conspirators took steps to make the payments from SAEX to Global Equipment appear legitimate to others at SAEX. For example, Whiteley drafted a lease agreement between SAEX and Global Equipment, and Scott caused fake purchase orders to be created that purported to show expenses incurred by SAEX as a result of renting equipment from Global Equipment.
By the end of 2015, SAEX had recorded on its books approximately $12 million in payables to Global Equipment. HASTINGS and his co-conspirators ultimately routed approximately $5.8 million of SAEX’s funds through Global Equipment and the other Shell Companies to ASV. That money then went from ASV back to SAEX to pay outstanding receivables. The fact that these funds belonged to and originated with SAEX was not disclosed to investors. HASTINGS and his co-conspirators referred to this portion of the scheme as “round-tripping.” In addition, HASTINGS and Whiteley then misappropriated more than $5 million of the funds that SAEX transferred to Global Equipment for their own use, including making payments to Scott and CC-1, among others.
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HASTINGS, 63, of Anchorage, Alaska, and British Columbia, Canada, pled guilty to one count of conspiracy to commit securities fraud, to make false statements in annual and quarterly SEC reports, and to make false statements to SAEX’s auditors, which carries a maximum sentence of five years in prison, and one count of conspiracy to commit wire fraud, which carries a maximum sentence of five years in prison. The maximum potential penalties are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendant will be determined by the judge.
HASTINGS is scheduled to be sentenced by Judge Woods on November 15, 2021, at 1:00 p.m.
Whiteley and Scott have already pled guilty and await sentencing before Judge Woods.
Mr. Graff praised the investigative work of the Federal Bureau of Investigation. He also thanked the Securities and Exchange Commission, which has filed a civil enforcement action against the defendant, for its assistance in the investigation.
The case is being overseen by the Office’s Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Christine I. Magdo, Gina Castellano, and Robert Boone are in charge of the prosecution.
Outcome: Defendant pleaded guilty.