UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99651 / March 1, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21881

In the Matter of

HG VORA CAPITAL

MANAGEMENT, LLC

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”) against HG Vora Capital Management, LLC (“HG Vora 

Capital Management” or “Respondent”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Ceaseand-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”) as set forth below.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that: 

Summary

1. These proceedings arise out of violations of Section 13(d) of the Exchange Act and 

Rule 13d-1 thereunder by HG Vora Capital Management. Section 13(d) is a regulatory provision 

that allows shareholders and potential investors to evaluate substantial shareholdings and the 

implications of such shareholdings for their own investment in the class of securities. Under Rule 

13d-1(b), certain persons required to file a Schedule 13D may instead file a short-form Schedule 

13G if the person certifies that the securities “were acquired and are held in the ordinary course of 

business” and were not acquired “with the purpose [or] effect of changing or influencing the control 

of the issuer.” However, any such person who has filed a Schedule 13G in lieu of Schedule 13D 

must file a Schedule 13D if the investor subsequently holds the securities with a disqualifying 

“control” purpose or effect. During the time period relevant to the findings herein, the filing was 

required to have been made within ten days.

2. As of December 31, 2021, HG Vora Capital Management beneficially owned 5.6% 

of the outstanding common stock of issuer Ryder System, Inc. (“Ryder”). HG Vora Capital 

Management disclosed this 5.6% beneficial ownership position in a Schedule 13G that it filed on 

February 14, 2022. From January through mid-April 2022, HG Vora Capital Management

purchased an additional 2,050,000 shares of Ryder common stock, giving it total beneficial 

ownership of 5,050,000 shares, or approximately 9.9% of the outstanding shares. By no later than 

April 26, 2022, HG Vora Capital Management held its Ryder common stock with the intent to 

change or influence control of the issuer. However, HG Vora Capital Management failed to file the 

required Schedule 13D disclosing its “control” purpose, current shareholdings, and other specified 

information within ten days, i.e., no later than May 6, 2022. Instead, HG Vora Capital Management

did not file the required schedule until May 13, 2022, the same day that it submitted to Ryder, and 

publicly announced, a proposal to acquire all Ryder shares not already held by HG Vora Capital 

Management, at approximately a 20% premium to the prior day’s closing trading price on the New 

York Stock Exchange (“NYSE”).

 

Respondent

3. HG Vora Capital Management is an investment adviser registered with the 

Commission and headquartered in New York, NY.

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 

on any other person or entity in this or any other proceeding.
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Issuer

4. Ryder is a Florida corporation headquartered in Miami, FL. Ryder’s common stock 

is registered with the Commission pursuant to Section 12(b) of the Exchange Act and trades on the 

NYSE. Ryder is required to file periodic reports, including Forms 10-K and 10-Q, with the 

Commission pursuant to Section 13(a) of the Exchange Act and related rules thereunder. 

Background

Legal Framework: Required Ownership Disclosures

Schedule 13D Reports

5. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any 

person that has acquired, directly or indirectly, beneficial ownership of more than five percent of a 

registered class of an equity security with voting rights to file a statement with the Commission 

disclosing the purpose of the acquisition. During the time period herein, individuals or entities 

complied with this requirement by filing a Schedule 13D with the Commission within ten days 

after they acquired the requisite amount of beneficial ownership.

6. Schedule 13D requires disclosure of, among other things: (l) the identity of 

beneficial owners of the subject security;

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(2) the aggregate amount beneficially owned by each 

reporting person and the percent of class represented by such amount; (3) a description, in Item 4, 

of the purpose(s) of the acquisition, including any plans that the reporting person may have which 

relate to or would result in, among other things, (i) the acquisition by any person of additional 

securities of the issuer, or (ii) an extraordinary corporate transaction, such as a merger, 

reorganization, or liquidation, involving the issuer or any of its subsidiaries; (4) the interest of all 

persons making the filing in securities of the issuer; and (5) a description, in Item 6, of all 

“contracts, arrangements, understandings or relationships” with respect to securities of the issuer.

A duty to file under Section 13(d) and Rule 13d-1 creates the duty to make truthful and complete

disclosures. SEC v. Savoy Indus., 587 F.2d 1149, 1165 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 

(1979). Scienter is not required to establish a violation of Section 13(d). Id. at 1167; SEC v. Levy, 

706 F. Supp. 61, 69 (D.D.C. 1989).

Schedule 13G Reports

2 Whether a person is a “beneficial owner” is determined through the application of Rule 13d-3

of the Exchange Act, which broadly includes “any person who, directly or indirectly, through 

any contract, arrangement, understanding, relationship or otherwise” has or shares voting or 

investment power with respect to a registered equity security. See Rule 13d-3(a); see also SEC v. 

First City Financial Corp., 890 F.2d 1215, 1221 (D.C. Cir. 1989).
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7. In order to reduce disclosure obligations on persons whose acquisitions do not 

affect the control of issuers, Schedule 13G allows disclosure of much more limited information 

than Schedule 13D. The resulting decrease in the number of Schedule 13D filings improves the 

effectiveness of the beneficial ownership reporting scheme by allowing the marketplace, as well as 

the staff of the Commission, to focus more quickly on acquisitions involving the potential to 

change or influence control.

8. Under Item 10 of Schedule 13G, a filer relying upon Rule 13d-1(b) or 13d-1(c) 

must sign a certification specifically attesting to the lack of a “control” purpose or effect. Pursuant 

to Rule 13d-1(e), any person who has filed a Schedule 13G pursuant to Rule 13d-1(b) or 13d-1(c) 

becomes immediately subject to Rule 13d-1(a) and must file a Schedule 13D if the investor now 

holds the securities with a disqualifying “control” purpose or effect. During the time period herein, 

the filing was required to have been made within ten days. 

9. The determination of whether beneficial ownership is held with the purpose or 

effect to change or influence control is fact specific. The term “control” is defined in Rule 12b-2 of 

the Exchange Act to mean “possession . . . of the power to direct or cause the direction of the 

management and policies of a person, whether through the ownership of voting securities, by 

contract, or otherwise.” Beneficial owners who are required to file a Schedule 13D, including any 

that are no longer able to certify that the securities are not held with the purpose or effect of 

changing or influencing control, must disclose the purpose of their acquisition of the issuer’s 

securities.

HG Vora Capital Management’s Ryder Stock Purchases,

Beneficial Ownership Filings, and “Control” Purpose

10. HG Vora Capital Management describes its investment approach as focused on 

event-driven and value-oriented strategies. It invests primarily in actively traded debt and equity 

instruments on a long and short basis.

11. HG Vora Capital Management began purchasing Ryder common stock in August 

2021 and first exceeded the five percent beneficial ownership threshold on December 8, 2021. HG 

Vora Capital Management purchased these shares for the account of an affiliated hedge fund that it 

advises, which directly owned the shares. 

12. HG Vora Capital Management’s investment thesis was that the sum of Ryder’s 

parts was greater than its current market valuation. Over the course of its investment, HG Vora 

Capital Management developed a view that Ryder could monetize, i.e., sell or spin off, certain noncore businesses and pursue a “more efficient” asset-backed capital structure, i.e., issue debt 

securities backed by its truck fleet, which HG Vora Capital Management perceived as undervalued 

by the market. HG Vora Capital Management also believed that Ryder would be a good candidate 

for a leveraged buyout if an acquirer were to securitize the truck portfolio via asset-backed lending

and use the proceeds to help fund an acquisition of the company.
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13. On February 14, 2022, HG Vora Capital Management filed an initial Schedule 13G 

(“Ryder Schedule 13G”) with the Commission disclosing that it beneficially owned 3,000,000 

shares of Ryder common stock, or approximately 5.6% of Ryder’s outstanding common stock, as 

of December 31, 2021. The 5.6% position had a total value of approximately $247 million at 

year’s end.

14. In response to Item 10 of its Ryder Schedule 13G, HG Vora Capital Management

expressly certified that “the securities ... were not acquired and are not held for the purpose of or 

with the effect of changing or influencing the control of the issuer [or] held in connection with or 

as a participant in any transaction having that purpose or effect.” This certification did not include 

all of the representations HG Vora Capital Management was required to make because it did not

state that the securities were “acquired and are held in the ordinary course of business.”

15. Between January 1, 2022 and April 18, 2022, HG Vora Capital Management

purchased an additional 2,050,000 shares of Ryder common stock, giving it a total beneficial 

ownership of 5,050,000 shares, or approximately 9.9% of outstanding Ryder common stock shares. 

HG Vora Capital Management also subsequently entered into cash-settled swap agreements with 

third-party financial institutions between April 27 and May 12, 2022. As disclosed in HG Vora 

Capital Management’s May 13, 2022 Schedule 13D filing, the swaps provided HG Vora Capital 

Management with economic exposure comparable to approximately an additional 450,000 shares 

or 0.9% of outstanding Ryder common stock.

16. After having discussed its Ryder thesis with a mid-sized private-equity firm in 

November 2021, HG Vora Capital Management engaged in discussions with a large private-equity 

firm during the February to April 2022 time period regarding HG Vora Capital Management’s 

Ryder investment. Those discussions initially concerned the potential for a private-equity firm to 

provide asset-backed financing to Ryder and later concerned the potential for an acquisition of 

Ryder by the private-equity firm. HG Vora Capital Management also shared its proprietary Ryder 

valuation models and analyses with the firm during this time period. 

17. On April 26, 2022, HG Vora Capital Management first considered making its own 

acquisition bid for Ryder, with financing to be provided by a private-equity firm. Later that day, 

HG Vora Capital Management began drafting an offer letter to Ryder, with a “placeholder” offer 

price of $85 per share. On April 27, 2022, HG Vora Capital Management contacted outside 

counsel to advise on its Schedule 13D filing, and the next day provided counsel with a copy of the 

draft letter.

18. On May 12, 2022, HG Vora Capital Management first met with Ryder management 

to discuss whether Ryder might be receptive to an acquisition bid. On the morning of May 13, 

2022, HG Vora Capital Management sent a letter to Ryder proposing to acquire all of Ryder’s

outstanding common stock not already held by HG Vora Capital Management, at a purchase price 

of $86 per share, which HG Vora Capital Management stated was a 20.3% premium to Ryder 

common stock’s prior-day closing price on the NYSE. HG Vora Capital Management also filed its 

Schedule 13D disclosing, among other things, that HG Vora Capital Management’s beneficial 
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ownership of Ryder common stock had grown to 9.9% and that it had entered into swap 

agreements providing 0.9% additional economic exposure, and disclosing and attaching HG 

Vora Capital Management’s proposal letter to Ryder. That day, Ryder common stock shares 

traded as high as $85.50 per share and closed at a price of $83.65 per share, up 17% from the May 

12th closing price.

19. By no later than April 26, 2022, HG Vora Capital Management had a “control” 

purpose with respect to Ryder, and its Ryder Schedule 13G certification was no longer accurate. 

HG Vora Capital Management was therefore required to convert its Ryder Schedule 13G to a 

Schedule 13D within ten days, i.e., no later than May 6, 2022. By not filing its Schedule 13D 

until May 13, 2022, the same day that it sent its acquisition proposal to Ryder, HG Vora Capital 

Management failed to disclose timely its “control” purpose under Item 4 of, and other

information required by, Schedule 13D.

Violations

20. As a result of the conduct described in paragraphs 10 through 19, above, HG Vora 

Capital Management violated Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder by 

failing to timely file a Schedule 13D to supersede its previously filed Ryder Schedule 13G, no later 

than May 6, 2022, regarding HG Vora Capital Management’s “control” purpose with respect to the 

issuer, Ryder, and disclosing other information required by Schedule 13D.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent HG Vora Capital 

Management cease and desist from committing or causing any violations and any future violations 

of Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder.

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $950,000.00 to the Securities and Exchange Commission for transfer to 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717. Payment 

must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
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(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying the 

above-named Respondent as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to D. Mark Cave, 

Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 

Washington, DC 20549. 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.

By the Commission.

Vanessa A. Countryman

Secretary