CANTON, N.C. (From news reports) -- Mere days before the Canton mill closure was announced, four top corporate brass sold stock shares -- cashing in just before the stock dropped substantially.
Now, North Carolina Congressman Chuck Edwards is calling on the Securities and Exchange Commission to investigate whether it amounted to insider trading.
"It would be illegal for anyone to profit from inside information, and it would be reprehensible for them to reap a windfall while workers in my district will soon be struggling even more to provide for their families," Edwards wrote in a letter to the SEC chairman Thursday. "I urge you to investigate these actions as insider trading."
Pactiv Evergreen stock plummeted following Monday's announcement of the Canton pulp and paper mill closure, which coincided with the release of it's 2022 annual financial report.
Just four days prior, four high-level company executives sold off stock shares, including the chief executive officer, chief operating officer and chief legal officer. To boot, Byron Racki -- head of the paper mill division who broke the news of the mill's closure to a roomful of managers in Canton Monday evening -- also sold off stock.
They sold their stock at $11.30 a share on Thursday. Shares fell to $9.73 on Monday after the annual financial statement and mill closure were made public. Collectively, the shares of stock sold off by the four executives lost $100,000 in value -- losses they were spared of.
Was it merely a coincidence? Or was it insider trading? That's what Edwards is calling on the SEC chairman to get to the bottom of.
"Will you commit to investigating potential insider trading by Pactiv Evergreen executives? If yes, please confirm and if not, please explain why not," Edwards wrote in the letter to SEC Chairman Gary Gensler.
The mill's closure was likely seen as a sign of financial weakness for Pactiv Evergreen. Likewise, the annual financial report wasn't as rosy as stock holders and investors hoped to see.
Both had been a closely guarded secret, however. The impending closure of the mill wasn't made public until Monday, nor were the annual financial statements and disclosures.
The definition of insider trading is buying or selling stock based on information the public isn't yet privy to. The million dollar question is whether the four executives who sold stock did so based on their advanced knowledge of what was coming down the pike.
It's worth noting that all of them still own far more Pactiv Evergreen stock than they sold. The CEO Michael King sold off 45,000 shares but still owns over 500,000 shares -- which incidentally is valued at $4.5 million.
It's also worth noting that the stock they sold was coded on SEC forms as being sold to pay their "tax liability using a portion of securities received from the company." Like with many corporations, Pactiv Evergreen gives top brass stock shares as part of their compensation package, according to SEC filings.
Any investigation would likely consider historical stock sales and purchases by the corporate execs. Did they routinely sell off some of their stock shares, or was the stock sell-off days before the mill closure out of character?
The Mountaineer publication combed SEC filings of stock bought and sold by the four corporate brass in question. Here's what we found:
• Never before had any of them sold stock in the same month -- let alone all four on the same day.
• None divested of corporate stock routinely. Each had only sold stock shares once in the proceeding year.
What they sold off
Below is a list of the four corporate officers and the stock they sold.
Collectively, the shares of stock they sold lost almost $100,000 in value when the stock dropped a few days later. However, given their stock holdings, they weren't immune from the drop in share prices.
• President and CEO Michael King sold $509,776 in stock (45,113 shares). He still owns $4.5 million in Pactiv Evergreen stock.
• Chief Legal Officer and Secretary Chandra Mitchell sold $63,426 in stock (5,613 shares). She still owns $1.3 million in Pactiv Evergreen stock.
• President of Beverage Merchandising Byron Racki sold $46,250 in stock (3,969 shares). He still owns $700,000 in Pactiv Evergreen stock.
• Chief Operations Officer Douglas Owensby sold $44,849 in stock (3,969 shares). He still owns $1 million in Pactiv Evergreen stock.