SEC Issues Relief to RBS Securities Regarding Regulation A and Regulation D

The SEC Division of Corporate Finance issued a standard form no-action letter relief to RBS Securities regarding a waiver request pursuant to Securities Act Rule 262("Disqualification Provisions") of Regulation A and Securities Act Rule 505 ("Exemption for Limited Offers and Sales of Securities Not Exceeding $5,000,000") and Rule 506 ("Exemption for Limited Offers and Sales without Regard to Dollar Amount of Offering") of Regulation D.

The SEC stated that RBS Securities requests relief from disqualifications from exemptions available under Regulation A and Regulation D that arose by reason of Final Judgment in SEC v. RBS Securities Inc. In the Final Judgment, the SEC stated that it permanently restrains and enjoins RBS from violations of Securities Act Section 17 ("Fraudulent Interstate Transactions").

The SEC provided relief from the exemptions under the condition that RBS Securities will provide written disclosure to investors describing the nature of the Final Judgment in any offerings for which it claims, pursuant to Rule 505 or 506 of Regulation D or Regulation A, exemptions for five years following the entry of the Final Judgment.

See: SEC No-Action Letter. Related News: SEC Charges Broker-Dealer with Misleading Investors in Subprime RMBS Offering (November 7, 2013).