SEC Division of Corporation Finance no-action letter: Wachovia Capital Markets, LLC

UNITED STATES
SECURITIES A-ND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
May 3 1,2006
Henry F. Minnerop, Esq.

Sidley Austin LLP

787 Seventh Avenue

New York, NY 1 00 19
Re: Wachovia Capital Markets, LLC, Administrative Proceeding File No. 3-12310- Waiver Request under Regulation A and Rule 505 of Regulation D Dear Mr. Mimerop:
This is in response to your letter dated today, written on behalf of Wachovia Capital Markets, LLC ("Wachovia") and constituting an application for relief under Rule 262 of Regulation A and Rule 505@)(2)(iii)(C) of Regulation D under the Securities Act of 1933 ("Securities Act"). You requested relief from disqualifications from exemptions available under Regulation A and Rule 505 of Regulation D that arose by virtue of the entry of an order dated today against Wachovia and others as respondents by the Securities and Exchange Commission in the referenced administrative proceeding (the "Order"). The disqualifications arose because the Order was issued under Section 15(b) of the Securities Exchange Act of 1934 and contained paragraphs numbered IV.D and IV.E, which ordered Wachovia, among other things, to provide written descriptions of its material auction practices and procedures for auction rate securities. The order also was issued under Section 8A of the Securities Act and also censured Wachovia, ordered Wachovia to cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act, and ordered Wachovia to pay a civil money penalty in the amount of $125,000. For purposes of this letter, we have assumed as facts the representations set forth in your letter and the findings supporting entry of the Order against Wachovia. We have also assumed that Wachovia has complied and will continue to comply with the Order. On the basis of your letter, I have determined that Wachovia has made a showing of good cause under Rule 262 and Rule 505@)(2)(iii)(C) that it is not necessary under the circumstances to deny the exemptions available under Regulation A and Rule 505 of Regulation D by reason of entry of the Order against Wachovia. Accordingly, pursuant to delegated authority, Wachovia is granted relief from any disqualifications from exemptions otherwise available under Regulation A and Rule 505 of Regulation D that arose as a result of entry of the Order against it. Very truly yours, rdnsf+ rald J. Laporte /Chief, Office of Small Business Policy