Florida Man Convicted Of $77 Million Tender Offer Fraud

Damian Williams, the United States Attorney for the Southern District of New York, announced that JONATHAN MOYNAHAN LARMORE was convicted of tender offer fraud and securities fraud in connection with LARMORE's announcement of a fake tender offer to manipulate the stock price of WeWork, Inc. ("WeWork") and drive up the value of LARMORE's stock options. The verdict followed a one-week trial before U.S. District Judge Paul A. Engelmayer, who will sentence LARMORE on March 4, 2025.

U.S. Attorney Damian Williams said: "Last November, Jonathan Moynahan Larmore orchestrated a scheme to trick the market and prey upon investors by artificially inflating the value of WeWork stock for his personal enrichment. Less than a year later, Larmore stands convicted by a jury of his peers. This case should be a reminder that we remain vigilant and ready to bring swift justice to those who undermine the integrity of our markets and defraud innocent investors."

According to the evidence presented in court during the trial:

In or about the fall of 2023, LARMORE perpetrated a scheme to use a false and fraudulent tender offer to manipulate the stock price of WeWork, a co-working space company that was headquartered in New York, New York, and publicly traded on the New York Stock Exchange.

LARMORE executed his scheme in three steps. First, on or about October 6, 2023, LARMORE created Cole Capital Funds LLC ("Cole Capital"), a purported real estate investment firm that was, in fact, merely a sham company. Second, on or about November 1, 2023, and November 2, 2023, LARMORE spent more than $775,000 buying tens of thousands of cheap, short-dated, out-of-the-money WeWork call options (the vast majority of which were set to expire on November 3, 2023 at 4:00 p.m. EDT) and hundreds of thousands of shares of WeWork common stock - the latter primarily because two of LARMORE's brokerage firms did not authorize him to trade options, but did authorize him to buy equities. In fact, LARMORE chartered a yacht and attempted to travel into international waters to make these trades, hoping to evade U.S. jurisdiction. Third, on or about November 3, 2023, LARMORE caused a press release to be published announcing that Cole Capital proposed to acquire 51% of all outstanding shares owned by minority shareholders of WeWork at a more-than-700% premium in an all-cash offer worth more than $77 million. At the time, WeWork was on the verge of bankruptcy. The press release itself contained a number of false and misleading claims about LARMORE and Cole Capital, and their ability to carry through with the purported tender offer.

In fact, neither LARMORE nor Cole Capital had the intent or ability to execute the announced tender offer. Instead, LARMORE intended for news of the tender offer to fraudulently inflate WeWork's share price and, thereby, to increase the value of LARMORE's newly acquired WeWork call options and shares.

On or about November 3, 2023, at approximately 5:12 p.m. EDT, the press release about Cole Capital's purported tender offer was published. Within approximately one minute of publication, in after-hours trading, WeWork's share price quickly increased more than 70% from $.85 to $1.45, and continued to rise until 5:31 p.m. EDT, when the stock reached its high of $2.14, which was a more-than-150% increase over the stock price prior to the publication of the press release.

The WeWork call options LARMORE purchased could have made LARMORE millions of dollars if the news of LARMORE's fraudulent tender offer had caused WeWork's share price to increase significantly prior to the expiration of LARMORE's options. Unfortunately for LARMORE, he mistimed how long it would take to properly format his press release and have it published. As a result of these delays, LARMORE's fraudulent press release was not published-and WeWork's share price did not accordingly rise-until approximately 5:12 p.m. EDT on or about November 3, 2023, which was about an hour after the vast majority of LARMORE's WeWork call options had expired worthless at 4:00 p.m. EDT that day.

On the following Monday, November 6, 2023, WeWork filed for Chapter 11 bankruptcy protection. On or about November 10, 2023, the small number of remaining WeWork options LARMORE had purchased expired out of the money and worthless.

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LARMORE, 51, of Punta Gorda, Florida, was convicted of one count of tender offer fraud and one count of securities fraud, each of which carries a maximum sentence of 20 years in prison.

The maximum potential sentences in this case are prescribed by Congress and are provided here for informational purposes only, as the sentencing of the defendant will be determined by a judge.

Mr. Williams praised the outstanding work of the Federal Bureau of Investigations. Mr. Williams also thanked the U.S. Securities and Exchange Commission, which filed a civil action against LARMORE, for its assistance and cooperation in the investigation.

This case is being handled by the Office's Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Adam S. Hobson, Sarah Mortazavi, and Justin V. Rodriguez are in charge of the prosecution, with the assistance of Paralegal Specialists Emily Cho and Jonathan Oshinsky.

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