ADMINISTRATIVE PROCEEDING
File No. 3-21259

December 21, 2022 - The Securities and Exchange Commission today announced that PNC Capital Markets LLC has agreed to settle charges that it failed to comply with municipal bond offering disclosure requirements under Rule 15c2-12 of the Securities Exchange Act of 1934.

According to the order, between March 2018 and November 2021, PNC sold new issue municipal bonds without obtaining required disclosures for investors in 36 municipal bond offerings. PNC purported to rely on an exemption to the typical disclosure requirements called the limited offering exemption, but it did not take the steps necessary to satisfy the exemption's criteria. The order also found that PNC failed to enforce its own policies and procedures for disclosures in limited offerings.

The order finds that PNC willfully violated Section 15B(c)(1) of the Exchange Act, Rule 15c2-12 under the Exchange Act, as well as Rule G-27 of the Municipal Securities Rulemaking Board. Without admitting or denying the SEC's findings, PNC agreed to settle the charges, cease-and-desist from future violations of those provisions, be censured, and pay $81,362 in disgorgement plus prejudgment interest of $16,961, and a $100,000 civil money penalty.

The SEC staff is conducting investigations of other firms' reliance on the limited offering exemption. Firms that believe their practices do not comply with the securities laws are encouraged to contact the SEC at LimitedOfferingExemption@sec.gov.

The SEC's investigation was conducted by Cori Shepherd Whitten, Laura Cunningham, Warren Greth, and supervised by Ivonia Slade and Rebecca Olsen.