SEC v. KEVIN CROTTY, No. 1:24-cv-3387, Northern District of Illinois (Apr. 26, 2024) — Complaint

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff, Civil Action No.: 1:24-cv-3387

v.

KEVIN CROTTY,

Defendant.

COMPLAINT
Plaintiff Securities and Exchange Commission (“SEC”) files this Complaint against
Defendant Kevin Crotty (“Crotty”), and alleges as follows:
SUMMARY
1. This case concerns Crotty’s unlawful insider trading in the securities of
TravelCenters of America Inc. (“TA”), a full-service truck stop and travel center company
headquartered in Ohio. On February 16, 2023, TA announced that it had agreed to be acquired
by BP p.l.c. (“BP”), a British multinational oil and gas company. Prior to the announcement,
Crotty learned of the acquisition through his employment as a senior manager for BP. On
February 15, 2023, Crotty, in violation of the duty of trust and confidence he owed his employer,
misappropriated BP’s confidential information by purchasing 848.824 shares of TA stock. After
the announcement, TA’s stock price jumped 70.8%, generating $30,667 in illicit, unrealized
gains for Crotty.
2. By engaging in the conduct alleged herein, Crotty violated Section 10(b) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5

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thereunder [17 C.F.R. § 240.10b-5]. The SEC brings this action seeking a permanent injunction,
an officer-and-director bar, disgorgement with prejudgment interest, and a civil penalty.
JURISDICTION AND VENUE
3. The Court has jurisdiction over this action under Sections 21(d), 21(e), 21A, and
27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and 78aa]. Crotty directly or
indirectly made use of means or instrumentalities of interstate commerce, or of the mails, or the
facilities of a national securities exchange, in connection with the transactions, acts, practices,
and courses of business alleged herein.
4. Venue in this district is proper under Section 27 of the Exchange Act [15 U.S.C. §
78aa] because certain acts, practices, transactions, and courses of business constituting the
violations alleged herein occurred within this district.
DEFENDANT
5. Kevin Crotty is a resident of Chicago, Illinois, and holds a Master of Business
Administration degree from DePaul University. Crotty was employed by BP from 2001 until he
resigned in June 2023. During the relevant time, Crotty served as a senior manager for BP.
Crotty is not associated with any entity registered with the Commission.
OTHER RELEVANT ENTITIES
6. TravelCenters of America Inc. was a    full-service truck stop and travel center
operator incorporated in Maryland with its principal place of business located in Westlake, Ohio.
TA’s common stock was registered on Nasdaq and traded under the symbol, “TA.” On May 15,
2023, TA was acquired by a wholly owned indirect subsidiary of BP.
7. BP p.l.c. is a multinational oil and gas company incorporated in England and
Wales. BP’s principal executive office is in London, England, and its principal U.S. office is in
Houston, Texas. BP’s ordinary shares are listed on the London Stock Exchange and the Frankfurt

 3
Stock Exchange. BP’s American Depository Shares are registered on the New York Stock
Exchange and trade under the symbol, “BP.”
FACTS
BP’s Acquisition of TA
8. In April 2022, BP and TA executed a confidentiality agreement regarding a
potential strategic relationship. Two months later, BP indicated to TA that it might be interested
in making an offer to acquire TA. In November 2022, TA granted BP access to a virtual data
room containing confidential financial information to enable BP to conduct its due diligence
regarding a potential acquisition of TA. In December 2022, BP submitted an initial offer to
acquire TA for $60 per share. On February 7, 2023, BP submitted a revised (and final) offer to
acquire TA for $86 per share. The following day, TA’s board of directors directed its
management to negotiate the company’s sale to BP. On February 16, 2023, TA publicly
announced that it had agreed to be acquired by BP for $86 per share in cash.
Crotty Obtains Material, Nonpublic Information Regarding TA
9. BP regularly evaluates entities for potential acquisitions or partnerships. In
January 2019, BP requested that Crotty “take TA...through an evaluation model.” The following
month, Crotty reviewed TA’s financial information and potential transaction structures; however,
BP’s initial interest in TA did not progress beyond a preliminary evaluation.
10. By July 2021, BP had begun to focus again on TA. On July 26, 2021, Crotty
participated in a brainstorming session with several other BP employees regarding TA. The
following month, Crotty received an email from the BP executive who had organized the July
meeting, attaching a presentation detailing a potential joint venture between BP and TA. The
email stated that BP and TA would enter into a nondisclosure agreement regarding their possible
partnership.

 4
11. On February 9, 2023, two days after BP submitted its final offer to acquire TA for
$86 per share, Crotty exchanged text messages with a BP colleague working on the transaction.
Crotty asked his coworker if there were any significant updates on “Bluestar”—BP’s internal
code name for its acquisition of TA. The colleague answered: “Nothing official yet but yes.
[BP’s SVP, fuels supply & midstream] and M&A had a call with [BP’s CFO] to get clearance to
move. I’m optimistic.” On February 11, 2023, the same BP employee texted Crotty, “It’s like 80-
85% chance right now.” Crotty responded, “I saw something which made me believe it had a
very high likelihood.” Crotty’s coworker replied, “I don’t want to say done deal but it’s very
close.”
Crotty’s Insider Trading

12. During his more than two decades at BP, Crotty received periodic training, as
well as regular written reminders, regarding the importance of keeping the company’s material,
nonpublic information confidential. Additionally, BP’s Code of Conduct prohibits its employees
from misappropriating such information by using it to trade in BP’s or other public companies’
securities. Crotty certified annually that he complied with the Code of Conduct.
13. Nevertheless, on February 15, 2023, Crotty violated the duty of trust and
confidence he owed to BP by purchasing TA shares in three of his retirement accounts. Prior to
these purchases, none of the accounts had positions in TA. In one IRA, Crotty purchased
562.405 TA shares, which represented 90% of its total portfolio value. In a second IRA, he
purchased 132.865 shares, which comprised almost 100% of its total portfolio value. Crotty also
purchased 153.554 shares in a Roth IRA.
14. On the morning of February 16, 2023, TA announced that it had agreed to be
acquired by BP. That afternoon, a BP employee emailed Crotty congratulating him based on the
incorrect assumption that Crotty had worked on the deal. Crotty responded that he had not and

 5
that “the announcement was a surprise to [him] as it was [to] the majority of folks.” Crotty
conducted internet searches that afternoon and evening, including: (1) “when a merger happens
why doesn’t stock price reflect price;” (2) “when a merger is announced why does the price of
purchase not reflect in the stock price;” and (3) “when an acquisition is announced what happens
to the stock price.” When the trading day ended on February 16, 2023, TA’s stock price had risen
almost 71% resulting in a total unrealized profit of $30,667 for Crotty.
15. In May 2023, after learning of Crotty’s trading in TA shares from the SEC, BP’s
outside counsel contacted Crotty to schedule an interview. On June 22, 2023, Crotty resigned
from BP instead of submitting to an interview regarding his trading. In August 2023, Crotty
invoked his Fifth Amendment privilege against self-incrimination when subpoenaed by the SEC
to appear for investigative testimony.
CLAIM FOR RELIEF
Crotty Violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b )]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]
16. The SEC realleges and incorporates by reference each and every allegation
contained in the paragraphs above.
17. By engaging in the acts and conduct alleged herein, Crotty, directly or indirectly,
in connection with the purchase or sale of a security, by the use of any means or instrumentality
of interstate commerce, or of the mails or of any facility of any national securities exchange,
knowingly or with severe recklessness:
  (a) employed a device, scheme, or artifice to defraud; and/or
(b) made an untrue statement of material fact, or omitted to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and/or

 6
(c) engaged in an act, practice, or course of business which operated or would
operate as a fraud or deceit upon any person.
18. By reason of the foregoing, Crotty violated, and unless enjoined will continue to
violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5].
PRAYER FOR RELIEF
THEREFORE, the SEC respectfully requests that the Court enter a Final Judgment that:
A. Permanently enjoins Crotty from violating Section 10(b) of the Exchange Act [15
U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
B. Prohibits Crotty, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. §
78u(d)(2)], from acting as an officer or director of any issuer that has a class of securities
registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file
reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)];
C. Orders Crotty to disgorge all ill-gotten gains received as a result of the violations
alleged herein, plus prejudgment interest on those amounts, pursuant to the Court’s equitable
powers and Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act [15 U.S.C. §§
78u(d)(3), 78u(d)(5), and 78u(d)(7)];
D. Orders Crotty to pay civil penalties under Section 21(d) of the Exchange Act [15
U.S.C. § 78u(d)]; and
E. Grants such further relief as the Court deems just and proper.

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Date: April 26, 2024      Respectfully submitted,
      /s/ Jason J. Rose
      JASON J. ROSE*
Texas Bar No. 24007946
      SECURITIES AND EXCHANGE
COMMISSION
Burnett Plaza, Suite 1900
801 Cherry Street, Unit 18
Fort Worth, Texas 76102
(817) 978-1408 (jjr)
(817) 978-4927 (facsimile)
[email protected]

*pro hac vice motion pending

     ATTORNEY FOR PLAINTIFF
     SECURITIES AND EXCHANGE
     COMMISSION

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 
 
  
SECURITIES AND EXCHANGE 
COMMISSION, 

 

  
Plaintiff, Civil Action No.: 1:24-cv-3387 

  
v.  

  
KEVIN CROTTY,  
  

Defendant.  
  

 
COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”) files this Complaint against 

Defendant Kevin Crotty (“Crotty”), and alleges as follows: 

SUMMARY 

1. This case concerns Crotty’s unlawful insider trading in the securities of 

TravelCenters of America Inc. (“TA”), a full-service truck stop and travel center company 

headquartered in Ohio. On February 16, 2023, TA announced that it had agreed to be acquired 

by BP p.l.c. (“BP”), a British multinational oil and gas company. Prior to the announcement, 

Crotty learned of the acquisition through his employment as a senior manager for BP. On 

February 15, 2023, Crotty, in violation of the duty of trust and confidence he owed his employer, 

misappropriated BP’s confidential information by purchasing 848.824 shares of TA stock. After 

the announcement, TA’s stock price jumped 70.8%, generating $30,667 in illicit, unrealized 

gains for Crotty. 

2. By engaging in the conduct alleged herein, Crotty violated Section 10(b) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

Case: 1:24-cv-03387 Document #: 1 Filed: 04/26/24 Page 1 of 7 PageID #:1



 

 
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thereunder [17 C.F.R. § 240.10b-5]. The SEC brings this action seeking a permanent injunction, 

an officer-and-director bar, disgorgement with prejudgment interest, and a civil penalty. 

JURISDICTION AND VENUE 

3. The Court has jurisdiction over this action under Sections 21(d), 21(e), 21A, and 

27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and 78aa]. Crotty directly or 

indirectly made use of means or instrumentalities of interstate commerce, or of the mails, or the 

facilities of a national securities exchange, in connection with the transactions, acts, practices, 

and courses of business alleged herein. 

4. Venue in this district is proper under Section 27 of the Exchange Act [15 U.S.C. § 

78aa] because certain acts, practices, transactions, and courses of business constituting the 

violations alleged herein occurred within this district. 

DEFENDANT 

5. Kevin Crotty is a resident of Chicago, Illinois, and holds a Master of Business 

Administration degree from DePaul University. Crotty was employed by BP from 2001 until he 

resigned in June 2023. During the relevant time, Crotty served as a senior manager for BP. 

Crotty is not associated with any entity registered with the Commission. 

OTHER RELEVANT ENTITIES 

6. TravelCenters of America Inc. was a full-service truck stop and travel center 

operator incorporated in Maryland with its principal place of business located in Westlake, Ohio. 

TA’s common stock was registered on Nasdaq and traded under the symbol, “TA.” On May 15, 

2023, TA was acquired by a wholly owned indirect subsidiary of BP. 

7. BP p.l.c. is a multinational oil and gas company incorporated in England and 

Wales. BP’s principal executive office is in London, England, and its principal U.S. office is in 

Houston, Texas. BP’s ordinary shares are listed on the London Stock Exchange and the Frankfurt 

Case: 1:24-cv-03387 Document #: 1 Filed: 04/26/24 Page 2 of 7 PageID #:2



 

 
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Stock Exchange. BP’s American Depository Shares are registered on the New York Stock 

Exchange and trade under the symbol, “BP.” 

FACTS 

BP’s Acquisition of TA 

8. In April 2022, BP and TA executed a confidentiality agreement regarding a 

potential strategic relationship. Two months later, BP indicated to TA that it might be interested 

in making an offer to acquire TA. In November 2022, TA granted BP access to a virtual data 

room containing confidential financial information to enable BP to conduct its due diligence 

regarding a potential acquisition of TA. In December 2022, BP submitted an initial offer to 

acquire TA for $60 per share. On February 7, 2023, BP submitted a revised (and final) offer to 

acquire TA for $86 per share. The following day, TA’s board of directors directed its 

management to negotiate the company’s sale to BP. On February 16, 2023, TA publicly 

announced that it had agreed to be acquired by BP for $86 per share in cash. 

Crotty Obtains Material, Nonpublic Information Regarding TA 

9. BP regularly evaluates entities for potential acquisitions or partnerships. In 

January 2019, BP requested that Crotty “take TA…through an evaluation model.” The following 

month, Crotty reviewed TA’s financial information and potential transaction structures; however, 

BP’s initial interest in TA did not progress beyond a preliminary evaluation. 

10. By July 2021, BP had begun to focus again on TA. On July 26, 2021, Crotty 

participated in a brainstorming session with several other BP employees regarding TA. The 

following month, Crotty received an email from the BP executive who had organized the July 

meeting, attaching a presentation detailing a potential joint venture between BP and TA. The 

email stated that BP and TA would enter into a nondisclosure agreement regarding their possible 

partnership. 

Case: 1:24-cv-03387 Document #: 1 Filed: 04/26/24 Page 3 of 7 PageID #:3



 

 
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11. On February 9, 2023, two days after BP submitted its final offer to acquire TA for 

$86 per share, Crotty exchanged text messages with a BP colleague working on the transaction. 

Crotty asked his coworker if there were any significant updates on “Bluestar”—BP’s internal 

code name for its acquisition of TA. The colleague answered: “Nothing official yet but yes. 

[BP’s SVP, fuels supply & midstream] and M&A had a call with [BP’s CFO] to get clearance to 

move. I’m optimistic.” On February 11, 2023, the same BP employee texted Crotty, “It’s like 80-

85% chance right now.” Crotty responded, “I saw something which made me believe it had a 

very high likelihood.” Crotty’s coworker replied, “I don’t want to say done deal but it’s very 

close.” 

Crotty’s Insider Trading 
 

12. During his more than two decades at BP, Crotty received periodic training, as 

well as regular written reminders, regarding the importance of keeping the company’s material, 

nonpublic information confidential. Additionally, BP’s Code of Conduct prohibits its employees 

from misappropriating such information by using it to trade in BP’s or other public companies’ 

securities. Crotty certified annually that he complied with the Code of Conduct. 

13. Nevertheless, on February 15, 2023, Crotty violated the duty of trust and 

confidence he owed to BP by purchasing TA shares in three of his retirement accounts. Prior to 

these purchases, none of the accounts had positions in TA. In one IRA, Crotty purchased 

562.405 TA shares, which represented 90% of its total portfolio value. In a second IRA, he 

purchased 132.865 shares, which comprised almost 100% of its total portfolio value. Crotty also 

purchased 153.554 shares in a Roth IRA. 

14. On the morning of February 16, 2023, TA announced that it had agreed to be 

acquired by BP. That afternoon, a BP employee emailed Crotty congratulating him based on the 

incorrect assumption that Crotty had worked on the deal. Crotty responded that he had not and 

Case: 1:24-cv-03387 Document #: 1 Filed: 04/26/24 Page 4 of 7 PageID #:4



 

 
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that “the announcement was a surprise to [him] as it was [to] the majority of folks.” Crotty 

conducted internet searches that afternoon and evening, including: (1) “when a merger happens 

why doesn’t stock price reflect price;” (2) “when a merger is announced why does the price of 

purchase not reflect in the stock price;” and (3) “when an acquisition is announced what happens 

to the stock price.” When the trading day ended on February 16, 2023, TA’s stock price had risen 

almost 71% resulting in a total unrealized profit of $30,667 for Crotty. 

15. In May 2023, after learning of Crotty’s trading in TA shares from the SEC, BP’s 

outside counsel contacted Crotty to schedule an interview. On June 22, 2023, Crotty resigned 

from BP instead of submitting to an interview regarding his trading. In August 2023, Crotty 

invoked his Fifth Amendment privilege against self-incrimination when subpoenaed by the SEC 

to appear for investigative testimony. 

CLAIM FOR RELIEF 

Crotty Violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] 

16. The SEC realleges and incorporates by reference each and every allegation 

contained in the paragraphs above. 

17. By engaging in the acts and conduct alleged herein, Crotty, directly or indirectly, 

in connection with the purchase or sale of a security, by the use of any means or instrumentality 

of interstate commerce, or of the mails or of any facility of any national securities exchange, 

knowingly or with severe recklessness: 

  (a) employed a device, scheme, or artifice to defraud; and/or 

(b) made an untrue statement of material fact, or omitted to state a material 

fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and/or  

Case: 1:24-cv-03387 Document #: 1 Filed: 04/26/24 Page 5 of 7 PageID #:5



 

 
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(c) engaged in an act, practice, or course of business which operated or would 

operate as a fraud or deceit upon any person. 

18. By reason of the foregoing, Crotty violated, and unless enjoined will continue to 

violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 

C.F.R. § 240.10b-5]. 

PRAYER FOR RELIEF 

THEREFORE, the SEC respectfully requests that the Court enter a Final Judgment that: 

A. Permanently enjoins Crotty from violating Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

B. Prohibits Crotty, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 

78u(d)(2)], from acting as an officer or director of any issuer that has a class of securities 

registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file 

reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]; 

C. Orders Crotty to disgorge all ill-gotten gains received as a result of the violations 

alleged herein, plus prejudgment interest on those amounts, pursuant to the Court’s equitable 

powers and Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 

78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

D. Orders Crotty to pay civil penalties under Section 21(d) of the Exchange Act [15 

U.S.C. § 78u(d)]; and 

E. Grants such further relief as the Court deems just and proper. 

 

 

 

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Date: April 26, 2024    Respectfully submitted, 

      /s/ Jason J. Rose 
      JASON J. ROSE* 

Texas Bar No. 24007946 
      SECURITIES AND EXCHANGE 

COMMISSION 
Burnett Plaza, Suite 1900 
801 Cherry Street, Unit 18 
Fort Worth, Texas 76102 
(817) 978-1408 (jjr) 
(817) 978-4927 (facsimile) 
[email protected]  
 
*pro hac vice motion pending 

 
     ATTORNEY FOR PLAINTIFF 
     SECURITIES AND EXCHANGE  
     COMMISSION 
 
 
    

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