Oil and Gas Investors in Bankrupt Permian Holdco 1, Inc. May Have FINRA Arbitration Claims
As we have discussed in several recent blog posts, bankruptcies in the oil and gas sector are increasing rapidly, in particular among upstream companies engaged in costly and risky exploration and production (E&P) activities. Investors in certain E&P oil and gas funds may be able to recover their losses through arbitration before the Financial Industry Regulatory Authority (FINRA) if a broker lacked a reasonable basis for the investment, or if the broker-dealer offering the investment failed to conduct adequate due diligence. For example, investors in Permian Holdco 1, Inc. (Permian Holdco 1)—which recently filed for bankruptcy protection along with three affiliated companies—may have viable FINRA claims to recover their investment losses.
The value of investments in the oil and gas sector has declined over the last several months due to already-existing high inventory combined with COVID-19-related shutdowns impacting travel. As a consequence, some investment funds tied to oil and gas are now undergoing considerable financial distress, with some going bankrupt. On July 19, 2020, Permian Holdco 1, as well as certain of its affiliates including Permian Holdco 2, Inc., Permian Holdco 3, Inc., and Permian Tank & Manufacturing, Inc. filed petitions for bankruptcy protection in Delaware.
Publicly available information shows that Permian Holdco 1 filed a Form D Notice of Exempt Offering of Securities under SEC Rule 506(b) in November 2016. Pursuant to its Form D, Permian Holdco 1’s offering amount was $178,250,000. Common among funds like Permian Holdco 1, SEC “Regulation D” filings are used to take advantage of certain exemptions to SEC registration requirements for securities. Form D is a brief notice that contains information about a company’s promoters and management and some details about the offering, but usually little other information.
This lack of robust information (investors in private placements may receive a private placement memorandum or similar offering circular and nothing else) makes investing in securities offerings through a private placement under Regulation D risky. As an investor in an oil and gas private placement, such as Permian Holdco 1, you may have legal recourse to recover investment losses. Specifically, applicable securities rules and regulations mandate that broker-dealers must perform adequate due diligence on a financial product before recommending such an investment to a customer. Further, your financial advisor must ensure that the investment being recommended is appropriate. FINRA’s Suitability Rule (Rule 2111) requires that reasonable diligence be conducted to determine what investments are suitable for an investor, and to ascertain the customer’s investment profile, including his or her age, other investments, financial situation, tax status, investment experience and objectives, as well as the customer’s time horizon, liquidity needs, and risk tolerance.
The attorneys at Giarrusso Law Group LLC have extensive experience with complex oil and gas investments, including financial products linked to the U.S. shale oil patch. If you think that your investment in Permian Holdco 1 was inappropriate due to a bad recommendation, we invite you to contact our office by telephone at (201) 771-1115 or by email at info@gialawgroup.com for a no-cost, confidential consultation.