On June 16, 2025, US federal agencies announced resolutions relating to Texas-based catalyst company Unicat Catalyst Technologies, LLC (“Unicat”), its former CEO and co-founder, Mani Erfan, and White Deer Management LLC (“White Deer”), a private equity firm that acquired Unicat in 2020. These resolutions, totaling millions of dollars, resulted from Unicat’s and Erfan’s violations of US sanctions on Iran, Venezuela, Syria, and Cuba, US export controls, and the falsified undervaluing of imports into the United States.
These resolutions by multiple agencies highlight how one set of facts can attract enforcement from multiple civil and criminal authorities:
- The Department of Justice’s (“DOJ”) National Security Division (“NSD”) declined to prosecute White Deer, entered into a non-prosecution agreement (“NPA”) with Unicat and obtained a guilty plea from Erfan related to violating US sanctions and money laundering laws. In sum, Unicat agreed to forfeit $3,325,052, and Erfan agreed to pay a $1.6 million judgment.
- The US Treasury Department’s Office of Foreign Assets Control (“OFAC”) reached a $3,882,797 settlement (offset against the DOJ forfeiture) with Unicat to resolve 14 apparent egregious violations of US sanctions relating to Iran and Venezuela.
- The US Commerce Department’s Bureau of Industry and Security (“BIS”) reached a $391,182.78 settlement (offset against the OFAC settlement) with Unicat for knowing violations of US export controls.
- Unicat agreed to pay Customs and Border Protection (“CBP”) $1,655,189.57 in underpaid duties, taxes, and fees.
BIS credited Unicat’s penalty against the Company’s OFAC settlement, and OFAC credited its penalty against Unicat’s forfeiture payment to DOJ.
These resolutions feature DOJ’s first declination under its 2024 Mergers and Acquisitions Policy (“M&A Policy”), represent another instance of OFAC enforcement against “egregious” sanctions violations and showcase the multi-agency focus on sanctions and export control violations that implicate US foreign policy and national security interests, including relating to Iran and Venezuela.
Enforcement details
In September 2020, US-based private equity firm White Deer acquired Unicat, a Texas-based company that primarily supplies catalyst products and related consulting services for petrochemical refining operations and steel mills around the world. According to the DOJ, OFAC, and BIS resolutions, during integration efforts (approximately ten months after closing) the newly appointed CEO of Unicat discovered a pending Iran-related transaction. Within a month, the new CEO and White Deer had retained outside counsel, whose investigation uncovered transactions with counterparties targeted by US sanctions. White Deer and Unicat voluntarily self-disclosed these activities to US authorities, leading to the resolutions with DOJ’s NSD, OFAC, BIS, and CBP.
DOJ
DOJ’s declination to prosecute White Deer is the first under its M&A Policy. The Policy allows an acquiring company to presumptively receive a declination if it (i) voluntarily discloses criminal misconduct by the acquired company within six months of closing, (ii) cooperates with DOJ’s investigation, and (iii) timely and appropriately remediates the misconduct.
DOJ found timely White Deer’s disclosure ten months after closing, taking into account that it took place within a month of White Deer discovering the misconduct, and that the misconduct was discovered during post-acquisition integration, which was delayed due to the COVID-19 pandemic. White Deer also provided and caused Unicat to provide “exceptional and proactive cooperation,” and White Deer appropriately remediated the misconduct within a year of its discovery, including by terminating some employees and disciplining others. DOJ declined to prosecute White Deer, despite what DOJ found to be aggravating factors relating to Unicat’s misconduct, because “the causes of those aggravating factors [were] no longer present” at Unicat or White Deer.
DOJ’s NPA with Unicat and its plea agreement with Erfan cover activities from 2014 through 2021 that resulted in 23 sales of chemical catalysts to Iran, Venezuela, Syria, and Cuba that DOJ found violated US sanctions and, in some instances, US export controls. Erfan admitted to conspiring to violate US sanctions and to conceal these violations by creating false internal records and laundering funds through multiple bank accounts and international money transfers.
Under the NPA, pursuant to DOJ’s National Security Division Enforcement Policy for Business Organizations (“Enforcement Policy”), Unicat received credit for its voluntary self-disclosure, ensuing cooperation, and timely remediation. DOJ noted Unicat’s significant investment in timely remediation through the implementation of an export controls and sanctions compliance program. Aggravating factors “includ[ed] the involvement of upper management in the criminal conduct and its concealment,” upper management actively deceiving “more junior employees about the legality of the Company’s business in sanctioned countries when asked,” as well as the Company’s “repeated violations of national security laws over a period of eight years.” DOJ nonetheless declined to prosecute Unicat after balancing the “severity and prevalence of the aggravating circumstances” against Unicat’s “exceptional cooperation and extensive remediation,” among other things. As part of the NPA, Unicat agreed to forfeit the proceeds of the offenses, which represented approximately 1% of the Company’s total revenues during the relevant period.
OFAC
Unicat’s OFAC settlement resolves 14 “egregious” apparent violations of US sanctions relating to Iran and Venezuela (but not Syria and Cuba). These violations involved coordination with Unicat’s majority-owned Dutch affiliate and its “China Office,” a company incorporated in China by a supplier under the Unicat name. Under this structure, from 2016 to 2021 Erfan and Unicat employees willfully engaged in and concealed sales to Iran and Venezuela.
Despite knowing of US restrictions on transacting with Iran, Erfan “regularly organized and directed sales to Iran and continued to instruct others, including subordinate employees, partners, and affiliates, to facilitate the transactions.” At his direction, Unicat entered into agreements with a UAE distributor to sell Unicat products to end users in Iran. Orders were handled by Unicat’s Dutch affiliate and shipped from China. Unicat also consulted on the use of its catalysts over email and through on-site visits to Iran by employees of Unicat’s Dutch affiliate. Payments for the on-site services were in cash, to conceal this conduct, and internally, employees referred to Iran as “I” to avoid transparently documenting transactions with Iran.
In May 2020, Unicat also sold catalyst products to Orinoco Iron S.C.S., which was owned at the time by the sanctioned Government of Venezuela. Unicat sourced products and arranged shipment to Venezuela directly from China and through unrelated third-party entities. Part of the payment for this transaction was received in the form of a credit from Unicat’s China affiliate, in an apparent effort to obscure the payment from Orinoco.
OFAC identified 14 apparent violations of US sanctions on Iran and Venezuela based on these dealings, which it treated as egregious due to aggravating factors related to willfulness, senior management knowledge, concealment, and causing significant harm to US foreign policy and national security objectives by providing “essential technology” to the oil, gas, steel, and petrochemical industries in Iran and Venezuela.
OFAC also credited Unicat for, among other things, voluntarily self-disclosing, cooperating, and remedial measures that included terminating Erfan.
In announcing its resolution with Unicat, OFAC stressed the importance of “institutionalizing a culture of compliance” and “a top-down compliance approach, where company executives and senior management demonstrate commitment to sanctions compliance.”
BIS AND CBP
BIS’s civil penalty against Unicat totals roughly $391,000 and reflects the Company’s knowing violations of US export controls, based on largely the same conduct as the DOJ and OFAC resolutions. While CBP did not announce the details of its resolution with Unicat, the resolution apparently included $1.6 million in unpaid duties, taxes, and fees.
Key takeaways: Acquiring firm benefitted from addressing past misconduct, while willful sanctions violations continue to attract meaningful financial penalties
The Unicat resolution marks the first declination granted under DOJ’s M&A Policy, signaling the Department’s willingness to credit acquiring firms that act swiftly on inherited misconduct. DOJ declined to prosecute White Deer after finding that the firm had no pre-acquisition knowledge of the violations and promptly disclosed the misconduct following its discovery during integration. The resolution shows how acquiring entities may still be able to negotiate a non-prosecution agreement when they meet the M&A Policy’s criteria for voluntary self-disclosure, cooperation, and remediation—even in cases involving aggravating factors.
At the same time, DOJ’s plea agreement with Erfan may also indicate a willingness to prosecute individuals, even where DOJ declines to criminally prosecute corporate entities. Taken with the OFAC and BIS civil monetary settlements, these resolutions reflect sustained US enforcement attention to Iran- and Venezuela-related sanctions, particularly in sensitive sectors like petrochemicals, refining, and industrial supply chains.
