The SEC has granted the first bad actor waiver under Rule 506 to RBS Securities. RBS pointed out the following to the SEC:
- The disqualifying judgment arose out of a single offering of residential mortgage-backed securities in 2007.
- The conduct did not pertain to offerings under Regulation A or D.
- RBS Securities has taken steps to address the conduct alleged in the complaint. RBS Securities also has taken and will be taking actions reasonably designed to prevent potential violations of Section 17(a)(2) and (3) in connection with disclosures related to, and offer and sale of, residential mortgage-backed securities.
- The disqualification of RBS Securities and its affiliates from relying on the exemptions available under Regulation A and Rules 505 and 506 of Regulation D would be unduly and disproportionately severe.
- For a period of five years from the date of the final judgment, RBS Securities will furnish (or cause to be furnished) to each purchaser in a Rule 506 offering that would otherwise be subject to the disqualification under Rule 506(d)( l) as a result of the final judgment, a description in writing of the Final Judgment a reasonable time prior to sale.