Advisor Group BDs Hit With $1.3M FINRA Penalty

News December 06, 2022 at 01:22 PM
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The Financial Industry Regulatory Authority has ordered four Advisor Group broker-dealers — FSC Securities, Royal Alliance, SagePoint Financial and Woodbury Financial — to pay roughly $1.3 million in fines and restitution related to sales of private placements issued by GPB Capital Holdings.

According to FINRA, between May 2018, and June 2018, the four BDs "negligently failed to tell investors in an offering related to GPB Capital Holdings LLC (GPB Capital) that the issuer failed to timely make required filings with the Securities and Exchange Commission, including filing audited financial statements."

By doing so, each firm violated FINRA Rule 2010, the broker-dealer self-regulator said.

Each firm consented to pay the following:

  • FSC Securities: a censure; a $50,000 fine; and partial restitution of $277,612.30 plus interest.
  • Royal Alliance: a censure; a $35,000 fine; and partial restitution of $171,500 plus interest.
  • SagePoint Financial: a censure; a $60,000 fine; and partial restitution of $325,475.66 plus interest.
  • Woodbury Financial: a censure; a $55,000 fine; and partial restitution of $300,224.98 plus interest.

From 2013 through 2018, GPB Capital launched several limited partnerships, each focused on acquiring controlling interests in certain private-sector companies, FINRA said.

The GPB Capital limited partnerships included GPB Automotive Portfolio, LP, which was formed in 2013 to acquire and operate automotive dealerships, FINRA's order explained.

"These GPB Capital limited partnerships raised capital by selling limited partnership interests to retail investors. GPB Capital sold the limited partnership interests through, among other channels, broker-dealers. The securities GPB Capital sold, including those issued by Automotive Portfolio, were not registered," FINRA said.

Instead, the limited-partnership interests were sold pursuant to Regulation D of the Securities Act of 1933.

"As a condition of the offerings, only accredited investors were permitted to purchase the GPB Capital limited partnership interests," FINRA stated. "Automotive Portfolio raised more than $600 million from investors between July 2013 and June 2018."

After conducting due diligence on each offering, FSC Securities, Royal Alliance, SagePoint Financial and Woodbury Financial approved Automotive Portfolio for sale by their registered reps in August 2017.

In connection with these sales, however, the firms' reps, according to FINRA, "did not inform the customers that Automotive Portfolio had not timely filed its audited financial statements with the SEC or the reasons for the delay."

Jen Roche, a spokesperson for Advisor Group, told ThinkAdvisor in an email "suggestions of a lack of value within the GPB Automotive Fund are very much contradicted by the recent 10Q and the Monitor's Update. We strongly suggest that these sources be reviewed and considered in light of recent misstatements in the press."

In addition, Roche added, "the Advisor Group firms currently are defending fewer than 16 arbitration claims regarding GPB investments, with total GPB placements in those cases of less than $3.8 million."

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