Former Oil Company President Charged With Orchestrating $30 Million Stock Manipulation Scheme

[nitpicker]

https://www.justice.gov/usao-mn/pr/former-oil-company-president-charged-orchestrating-30-million-stock-manipulation-scheme

Department of Justice
U.S. Attorney’s Office
District of Minnesota

FOR IMMEDIATE RELEASE
Wednesday, March 22, 2017

Former Oil Company President Charged With Orchestrating $30 Million Stock Manipulation Scheme

Acting United States Attorney Gregory G. Brooker announced a 13 count indictment charging RYAN RANDALL GILBERTSON, 41, founder of Dakota Plains, Inc., DOUGLAS VAUGHN HOSKINS, 48, and NICHOLAS HARRIS SHERMETA, 49, with wire fraud stemming from a complex stock manipulation scheme that resulted in the company owing more than $30 million in fraudulent bonus payments. The defendants are expected to make their initial appearances in U.S. District Court in Minneapolis within the next week.
(snip)

According to the indictment, in December 2008, GILBERTSON and his business partner (identified in the indictment as “Individual A”) founded Dakota Plains, Inc. (Dakota Plains), a privately held Minnesota corporation that owned and operated a transloading facility in New Town, North Dakota, for loading crude oil onto trains for transport to oil refineries.

According to the indictment, in January 2011, GILBERTSON and his partner caused Dakota Plains to issue a $1.9 million cash dividend to shareholders, from which GILBERTSON and his ex-wife received nearly $450,000 in dividend payments. That same month, GILBERTSON and his partner caused Dakota Plains to issue $3.5 million in promissory notes (the “Senior Notes”) from which GILBERTSON purchased a $1 million promissory note and another $100,000 promissory note in the name of Total Depth Foundation, GILBERTSON’S nonprofit corporation. In April 2011, GILBERTSON and his partner caused Dakota Plains to issue $5.5 million in promissory notes (the “Junior Notes”) in which GILBERTSON instructed the company to include an “additional payment” provision stating that the noteholders would receive bonus payments based on the price of Dakota Plains’ stock at the time of an initial public offering (“IPO”). From the Junior Notes, GILBERTSON purchased a $2 million promissory note and another $250,000 promissory note on behalf of Total Depth Foundation.

According to the indictment, in November 2011, at GILBERTSON’S direction, Dakota Plains combined the Senior Notes and Junior Notes into a series of consolidated promissory notes (the “Consolidated Notes”). GILBERTSON then directed Dakota Plains to alter the “additional payment” provision from the Junior Notes to (a) apply to the new total value of the Consolidated Notes; and (b) apply not only in the event of an IPO but also if Dakota Plains became public via a reverse merger. Specifically, the “additional payment” provision provided that if Dakota Plains’ average stock price exceeded $2.50 per share during the first 20 days of public trading, the noteholders would receive bonus payments which would increase relative to the average stock price.

According to the indictment, as part of the scheme, in late 2011 and early 2012, GILBERTSON arranged for Dakota Plains to become a publicly traded company by entering into a “reverse merger” agreement with MCT Holding Corporation (“MCT”), a public shell company that owned a single defunct tanning salon in Salt Lake City, Utah. At GILBERTSON’S direction, HOSKINS, who was a player and manager for GILBERTSON’S polo team, purchased 50,000 freely trading shares of MCT stock and opened a trading account with a broker in Salt Lake City, Utah, which would allow him to sell the MCT stock. HOSKINS, who had no prior investing experience or assets and a significant amount of debt, received $30,000 from GILBERTSON to purchase the stock. On March 23, 2012, following the merger of Dakota Plains with MCT, Dakota Plains Holdings became a publicly traded company.

According to the indictment, on the first day of public trading, HOSKINS offered to sell his newly acquired shares for an inflated price of approximately $12 per share at GILBERTSON’S direction, and continued to do so throughout the first 20 days of trading following the reverse merger. During this same time period, SHERMETA, who had a series of bogus consulting agreements with GILBERTSON, began purchasing shares of Dakota Plains stock on behalf of both himself and his clients at inflated prices without their knowledge. Throughout the 20-day period following the reverse merger, GILBERTSON, with the help of SHERMETA and HOSKINS, manipulated the price of Dakota Plains stock to increase the average trading price to $11.30 per share which, as stated in the “additional payment” provision in the Consolidated Notes, triggered a bonus payment of approximately $32,851,800 to GILBERTSON and the other noteholders. GILBERTSON, who controlled 40 percent of the Consolidated Notes, was entitled to more than $12 million in bonus payments.
(snip)