In the Matter of Andeavor LLC

Admin. Proc. File No. 3-20125

On October 15, 2020, the Commission instituted and simultaneously settled cease-and-desist proceedings (the “Order”) against Andeavor LLC (“Andeavor” or the “Respondent”). In the Order, the Commission found that Andeavor's Board of Directors authorized the company to institute share repurchases with insufficient internal accounting controls to provide reasonable assurance it was complying with policies that prohibited the company from repurchasing stock while in possession of material non-public information. As a result, in February 2018, at the direction of Andeavor's then-Chairman and Chief Executive Officer (the "CEO"), Andeavor repurchased 2.6 million shares of its stock from investors at an average of $97 per share. At the time the CEO directed the buyback, he had been scheduled to resume his role as the primary negotiator in confidential conversations with Marathon Petroleum Corporation ("Marathon") for their purchase of Andeavor at a significant premium. About six weeks after initiating the buyback, and two weeks after completing it, the CEO reached an agreement in principle with Marathon, which purchased Andeavor on April 30, 2018, at $150 per share. The Commission ordered the Respondent to pay $20,000,000.00 in civil money penalties to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the $20,000,000.00 collected can be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order: Release No 34-90208.

The Fair Fund includes the $20,000,000.00 paid by the Respondent. The Fair Fund and has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On June 4, 2024 the Commission issued an order appointing Heffler, Radetich & Saitta, LLP, as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-100271

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov