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 22, 2009
Ms. Susan Cooke
Dechert LLP
1775 I Street, NW
Washington, D.C. 20006-2401
Re: In the Matter ofUS. Pension Trust Corp. (FL-3167) Regions Financial Corporation- Waiver Request ofIneligible Issuer Status under Rule 405 of the Securities Act Dear Ms. Cooke:
This is in response to your letter dated September 16, 2009, 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). The Company requests relief from being considered an "ineligible issuer" under Rule 405, due to the entry on September 21,2009, of a Commission Order (Order) Instituting Cease-and-Desist Proceedings Pursuant to
Section 8A of the Securities Act and Section 21C of the Securities Exchange Act of 1934
(Exchange Act), naming Regions Bank as a respondent. The Order finds, among other things, that Regions Bank was a cause of US. Pension Trust Corp.'s and US. College Trust Corp.'s violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Section 15(a)(1) of the Exchange Act. Based on the facts and representations in your letter, and assuming the Company and Regions Bank will comply with the Order, 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 of the entry of the Order. 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 Order. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. l;J/Y, te~~ MarY~litz t' Chief, Office of Enforcement Liaison Division of Corporation Finance

SUSAN COOKE
5usan.cooke@dechert.com
+1 202 261 3453 Direct
+1 202 261 3333 Fax
By EMAIL
September 16, 2009
Mary Kosterlitz, Chief
Office of Enforcement Liaison
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: In the Matter ofus. Pension Trust Corp. (SEC File No. FL-03167) Dear Ms. Kosterlitz:
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 primary banking subsidiary ofRegions Financial, arising out ofan investigation by the Securities and Exchange Commission ("SEC" or the "Commission") ofU.S. Pension Trust ("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 Order (as defined below). Background Regions reached an agreement in principle, subject to the approval ofthe Commission, in August 2009 with the Staffofthe SEC's Division ofEnforcement in connection with the SEC's . investigation ofUSPT. As a result ofthese settlement discussions, Regions has proposed to submit an Offer of Settlement. In this Offer of Settlement, 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 will consent to the entry ofan OrderInstituting Proceedings, Making Findings and Imposing Sanctions (the "OIP") and a Final Judgment entered by a coUrt ofcompetent jurisdiction, without admitting or denying the matters or allegations set forth therein (other than those relating to the jurisdiction ofthe Commission). Specifically, the OIP and the Final Judgment will each allege that Regions caused USPT's violations ofcertain provisions ofthe federal securities laws in connection with its relationship with USPT.

Ms. Mary Kosterlitz
September 16, 2009
Under the alP and the Final Judgment, the Commission will make findings or allegations, without admission or denial by Regions, that Regions was a cause ofUSPT's violations ofSections l7(a)(2) and 17(a)(3) ofthe Securities Act and Section 15(a)(1) ofthe Exchange Act.. Regions will consent to a cease-and-desist order and will pay a civil penalty of $1 million and disgorgement in the amount of$1. Discussion Regions Financial understands that the entry ofthe alP and Injunction may cause it to be labeled an "ineligible issuer" as defined by Rule 405 ofRegulation C. Further, 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 Order may be deemed to cause Regions Financial to be the subject ofany "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 federal securities laws." The Commission has the authority to waive the imposition ofthe "ineligible issuer" status upon a showing of good cause that such a designation is not necessary under the circumstances. See 17 C.F.R. § 230.405. Regions seeks 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 document filed with the Commission by either Regions or Regions Financial;
2. Regions is not alleged to have been a primary violator ofthe federal securities laws.
   Rather, the Bank is said to have caused USPT'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 relief requested herein. Please call me at (202) 261-3453 ifyou have any questions.

Ms. Mary Kosterlitz
September 16,2009 cc: Teresa Verges, Esquire
Thierry Desmet, Esquire