SEC Division of Corporation Finance no-action letter: Regions Financial Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF

CORPORATION FINANCE

September 24,2010
Mr. David J. Harris
DechertLLP
1775 I Street, NW
Washington, D.C. 20006-2401
Re: In the Matter of U.S. Pension Trust Corp. (FL-3167) Regions Financial Corporation- Waiver Request oflneligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Harris:
This is in response to your letter dated September 23, 2010, written on behalf of Regions Financial Corporation (Company) and its subsidiary Regions Bank (Regions Bank) and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(1)(vi) ofthe Securities Act of 1933 (Securities Act). On September 21,2009, the Commission filed a civil injunctive complaint (Complaint), in the United States District Court for the Southern District of Florida, against Regions Bank. The complaint alleges that Regions Bank violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (Securities Act) and aided and abetted U.s. Pension Trust Corp.'s and U.s. College Trust Corp.'s (USPT) violations of
Section 15(a)(1) of the Securities Exchange Act of 1934 (Exchange Act). Regions Bank filed a
consent in which it agreed without admitting or denying the allegations ofthe Commission's Complaint, to the entry of a FinaUudgment against it. Among other things, the Final Judgment as entered on September 21, 2010, provides for payment of disgorgement in the amount of $1 and a civil penalty in the amount of $1 million. Based on the facts and representations in your letter, and assuming the Company and Regions Bank will comply with the Final Judgment, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason ofthe entry ofthe Final Judgment. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 ofthe Securities Act is hereby granted and the effectiveness of such relief is as ofthe date of the entry of the Final Judgment. Any different facts from those represented or non-compliance with the Final Judgment might require us to reach a different conclusion.

1775 I Street; NW.
Washington, DC 20006-2401 Dechert +1 202 261 3300 Main +1 202 261 3333 Fax lLP _.dechert.com DAVID J. HARRIS david.harrls@dechert.com +1 202 261 3385 Direct +1 202261 3085 Fax BY EMAIL September 23, 2010 Mary Kosterlitz. Chief

Office ofEnforcement Liaison

Division of Corporation Finance

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington. D.C. 20549
Re: In the Matter o/U.s. Pension Trust Corp. (SEC File No. FL-03167) !. Dear Ms. Kosterlitz:
i
We submit this letter on behalfofour client, Regions Financial Corporation ("Regions Financial"). in connection with a settlement involving Regions Bank (''Regions" or the ''Bank"), the primaIy banking subsidiary ofRegions Financial, arising out ofan investigation by the Securities and Exchange Commission ("SEC" or the "Commission'') ofU.S. Pension Trost (''USPT'). RegiOns Financial requests below, pursuant to Rule 405 promulgated under the Securities Act of 1933 (the "Securities Act"), that the Commission determine, for good cause shown, that it is not necessary under the circumstances that Regions Financial be considered an ''ineligible issuer" for purposes ofRule 405 as a result ofthe entry ofthe Final Judgment (as defined below). Background Regions' Offer ofSettlement was accepted by the Commission on September 16, 2009, and the Administrative Order was issued soon thereafter on September 21, 2009.· In this Offer ofSettlement, solely for the purpose ofthe above-referenced proceeding, and any other proceedings brought by or on behalfofthe Commission. or to which the Commission is a party, Regions consented to the entry Qfan Order Instituting Cease-and-Desist Proceedings~ Making Findings and Imposing a Cease-and￾Desist Order (the "OW') and a FinalJudgment entered by a cowt ofcompetentjurisdiction, without admitting or denying the matters or allegations set forth therein (other than those relating to the jurisdiction ofthe Commission). Regions consented to a cease-and-desist order and to pay a civil US Austin Boston Charlotte Hartford New Vorl< Orange County Philadelphia Princeton San Francisco Silicon Valley Washington DC EUROPE Brussels· Dublin london luxembourg Moscow Munich Paris ASIA Beijing Hong Kong

Ms. Mary Kosterlitz Dechert September 23, 2010 . lLP Page 2 penalty oUl million and disgorgement in the amount of$1. The Final Judgment was entered on September 21, 2010. .Under the OIP and the Final Judgment, incorporating the consent, the Commission made findings or allegations, without admission or denial by Regions, that Regions was a cause ofUSPTs violations ofSections 17(a)(2) and 17(aX3) ofthe Securities Act and Section 15(aX1) ofthe Exchange Act. Discussion Regions Financial understands that the entry ofthe Final Judgment may cause it to be labeled an ."ineligible issuer" as defined by Rule 405 ofRegulation C. Fmther, Regions Financial understands that the "ineligible issuer" designation may disqualify it from using the exceptions under Rule 163 and Rule 163A for ''free writing prospectuses" communicated in connection with a registered offering. The "ineligible issuer" designation may also prohibit Regions Financial from using the automatic shelfregistration provisions in Rule 415 ofRegulation C. These disqualifications woUld arise insofar as the Final Judgment may be deemed to cause Regions Financial to be the subject of any "administrative decree or order arising out ofa governmental action that: (A) [p]rohibits certain conduct or activities regarding. including future violations of, the antifraud provisions ofthe. federal securities laws; (B) [r]equires that the person cease and desist from violating the antifraud provisions ofthe federal securities laws; or (C) [d]etermines that the person violated the antifraud provisions of the federai securities laws." The Commission has the authority towaive the imposition ofthe "ineligible issuer" status upon a showing of good cause that such a designation is not necessaIY under the circumstances. See 17 C.F.R § 230.405. Regionsseeks a waiver ofthe determination ofineligible issuer status on the following grounds:

1. The alleged violations are not related to an issuance ofsecurities by Regions or
   Regions Financial or any disclosure documentfiled with the Commission by either Regions or Regions Financial; and
2. Regions is not alleged to have been a primary violator ofthe federal securities laws.
   Rather, the Bank is said to have been a cause ofUSPT's violations ofthe federal securities laws, a violation for which negligence alone can suffice to establish liability. It is our understanding that the Staffofthe Division ofEnforcement is not opposed to the granting of the reliefrequested herein.

Ms. Mary Kosterlitz Dechert September 23, 2010 LLP Page 3 Please call me at (202) 261-3385 ifyou have any questions. Best regards, 02/}-I£::, David J. Harris cc: Teresa Verges, Esquire Thierry Desmet, Esquire