SEC charges ex-Heartland Payment CEO with insider trading

By Jonathan Stempel

(Reuters) - The U.S. Securities and Exchange Commission on Tuesday charged the former chief executive of Heartland Payment Systems Inc with insider trading for tipping off his longtime romantic partner about the payment processor's $4.3 billion takeover by Global Payments Inc.

Robert Carr, 73, who was also Heartland's founder, was accused of repeatedly discussing the late-2015 merger talks with Katherine Hanratty, whose relationship with him had begun in 2011. He was also accused of having given her a $1 million check, with instructions to open a brokerage account and buy $900,000 of Heartland stock.

The SEC said Hanratty, 65, who was also charged, did what Carr asked, and sold her stock for a $250,628 profit in April 2016, four months after Atlanta-based Global Payments agreed to buy its smaller rival.

 

Hanratty, who co-owns a staffing agency, had repeatedly expressed concern to Carr about her finances, and after opening the brokerage account - which named Carr as the beneficiary - emailed him that "for the first time ever I feel a sense of relief knowing that I have some security," the SEC said.

Global Payments agreed on Dec. 15, 2015 to buy Princeton, New Jersey-based Heartland for $100 per share, a 17.5 percent premium, and more than 28 percent above where it traded on Dec. 9 before media began reporting a possible merger.

The SEC said Carr, of New London, New Hampshire, had bragged to his children and their spouses that a merger was in the works, and given Hanratty, of Watertown, Connecticut, a draft quotation for the press release announcing it.

"Love it," replied Hanratty, even as she suggested an improvement, the SEC said.

The SEC complaint filed with the federal court in New Haven, Connecticut, seeks civil fines, the recouping of illegal profit, and an officer and director ban for Carr.

Lawyers for the defendants could not immediately be identified. Carr could not be reached for comment. A call to Hanratty was not answered. The SEC did not respond to requests for comment.

Global Payments was not accused of wrongdoing, and did not immediately respond to requests for comment.

The case is SEC v Carr et al, U.S. District Court, District of Connecticut, No. 18-01135.

(Reporting by Jonathan Stempel in New York; Editing by Steve Orlofsky and Tom Brown)