Separately, the Securities and Exchange Commission filed a civil complaint against Loudon related to the same conduct, which he did not contest.
“Mr. Loudon made a terrible mistake in judgment for which he has taken full responsibility,” Loudon’s lawyer, Peter Zeidenberg, told CNBC.
Authorities said that Loudon in 2022 learned of BP’s confidential plans to acquire TravelCenters in 2022 while working remotely in earshot of his wife, as many couples were due to pandemic-era work-from-home policies.
In December 2022, Loudon secretly listened to his wife’s private work calls discussing BP’s acquisition of TravelCenters while they were working remotely in a small Airbnb during a trip to Rome, according to the SEC’s civil complaint filed in Houston federal court.
After Rome, the couple continued to remotely work “in close quarters,” according to the SEC, noting that their home offices were within “20 feet of each other.”
The SEC said that Loudon’s wife acknowledged occasionally discussing the acquisition with her husband in “normal” married-couple types of conversations.
But over the next few months, Loudon, without telling his wife, accumulated 46,450 shares of TravelCenters, according to the U.S. attorney’s office.
To buy the TravelCenters shares, the SEC noted, Loudon sold all the positions in his brokerage account and Roth IRA, along with other equities, all amounting to over $2 million.
On Feb. 16, 2023, when TravelCenters announced the BP acquisition, triggering its 71% stock jump, Loudon sold all of his shares of the company, profiting $1.76 million, according to the U.S. attorney’s office.
But in March, the Financial Industry Regulatory Authority requested from BP a list of people who were “in the know” about the TravelCenters acquisition before it happened. A former BP employee who had worked on the acquisition then contacted Loudon’s wife, complaining about having to disclose her address and other personal details to comply with FINRA.
When Loudon’s wife told him about this conversation with the former employee, he asked her “if current employees would receive the same scrutiny,” the SEC complaint detailed. “Loudon’s wife responded that they would.”
A week later, Loudon admitted to his wife that he had illegally traded the TravelCenter shares “to make enough money so that she did not have to work long hours anymore,” according to the SEC.
Loudon’s wife reported her husband’s insider trading to her BP supervisor but she was later fired from the company. She filed to divorce Loudon in June, according to the SEC complaint.
