SEC Division of Corporation Finance no-action letter: Citizens Bank, N.A. and Citizens Bank of Pennsylvania

D ~
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
~ WASHINGTON, D.C. 20549
~d. ,Q DIVISION OF COR PORATIbN FINANCE May 2, 2017 Stephen H. Meyer Sullivan &Cromwell LLP 1700 New York Avenue, N.W., Suite 700 Washington, DC 20006 Re: In the Matter of Citizens Bank, N.A. and Citizens Bank of Pennsylvania Waiver of Disqualification under Rule 506(d)(2)(ii) of Regulation D Dear Mr. Meyer: This letter responds to your letter dated Apri128, 2017 (.`Waiver Letter"), written on behalf of Citizens Bank, N.A. and Citizens Bank of Pennsylvania ("Citizens"), and constituting an application for a waiver of disqualification under Rule 506(d)(2)(ii) of Regulation D under the Securities Act of 1933. In the Waiver Letter, you requested relief from any disqualification that arose as to Citizens under Rule 506 of Regulation D under the Securities Act by virtue of the orders ("Orders") entered by the Office of the Comptroller of the Currency ("OCC") and the Federal Deposit Insurance Corporation ("FDIC"). The two OCC orders were entered August 10, 2015, against RBS Citizens, National Association, n/k/a Citizens Bank, National Association (AA-EC￾2014-109), and November 15, 2015, against Citizens Bank, National Association (AA-EC-2015- 58), and the FDIC order was entered on August 12, 2015 against Citizens Bank of Pennsylvania (FDIC-14-0336k and FDIC-14-0337b). The Orders found violations of Section 5 of the Federal Trade Commission Act. Based on the facts and representations in the Waiver Letter and assuming Citizens complies with the Orders, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, has determined that Citizens has made a showing of good cause under Rule 506(d)(2)(ii) of Regulation D that it is not necessary under the circumstances to deny reliance on Rule 506 of Regulation D by reason of the entry of the Orders. Accordingly, the relief requested in the Waiver Letter regarding any disqualification that arose as to Citizens under Rule 506 of Regulation D by reason of the entry of the Orders is granted on the condition that it fully complies with the terms of the Orders. Any different facts from those represented or failure to comply with the terms of the Orders would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. Very truly yours, Sebastian Gomez Abero Chief, Office of Small Business Policy Division of Corporation Finance