SEC Charges Municipal Issuer and the Underwriter and Outside Developer in Connection with a Bond Offering that Financed the Construction of a Regional Events Center and Ice Hockey Arena

In the Matter of the Greater Wenatchee Regional Events Center Public Facilities District, et al., Admin Proc. No. 3-156602; In the Matter of  Piper Jaffray & Co. and Jane Towery, Admin Proc. No. 3-15603.  On November 5, 2013, the SEC announced charges against a municipal issuer in the state of Washington’s for misleading investors in a bond offering that financed the construction of a regional events center and ice hockey arena.  The SEC also charged the underwriter and outside developer of the project and three individuals involved in the offering.

The issuer is a municipal corporation formed by several Washington cities and counties to fund the Town Toyota Center, located in the city of Wenatchee.  According to the SEC, its investigation uncovered inaccuracies in the disclosure documents accompanying the issuer’s offering of bond anticipation notes.  The disclosure documents falsely claimed that there had been no independent reviews of the financial projections for the events center.  In reality, an independent consultant examined the projections and raised questions about the center’s economic viability.  The disclosure documents did not disclose that financial projections had been revised upward based in part upon optimistic assurances by civic leaders that the community would support the project.  The documents also omitted key information about the possibility that the City of Wenatchee’s remaining debt capacity of $19.3 million would limit its ability to support any future long-term bonds.  The Greater Wenatchee Regional Events Center Public Facilities District issued $41.77 million in bond anticipation notes, and defaulted on its principal payments in December 2011.

The Greater Wenatchee Regional Events Center Public Facilities District agreed to settle the SEC’s charges, without admitting or denying them, by paying a $20,000 penalty and undertaking remedial actions.  This is the first time that the SEC has assessed a financial penalty against a municipal issuer.

The SEC’s settled administrative proceedings also name the developer Global Entertainment and its then-president and CEO Richard Kozuback, the underwriter Piper Jaffray & Co. and its lead investment banker Jane Towery, and Allison Williams, a senior staff member for the Greater Wenatchee Regional Events Center Public Facilities District who certified the accuracy of the official statement.  In settling the SEC’s charges, Piper Jaffray & Co. and Towery agreed to be censured and pay penalties of $300,000 and $25,000 respectively.  Global Entertainment and Kozuback each agreed to pay penalties of $10,000.  Williams consented to a cease-and-desist order and the issuer agreed to remedial actions, including training for personnel involved in the offering and disclosure process.  The issuer also agreed to adopt written policies for disclosures in municipal offerings and continuing disclosure obligations, and to designate an individual responsible for ensuring compliance with those obligations.  The respondents neither admit nor deny the SEC’s findings.

The SEC’s order requires Piper Jaffray & Co. to retain an independent consultant to conduct a review of the firm’s municipal underwriting due diligence policies and procedures as well as its supervisory policies and procedures relating to municipal underwriting due diligence.  Towery agreed to limit her activities as an associated person of a broker-dealer or municipal advisor for one year by refraining from any contact with any existing or prospective municipal issuer client for the purpose of conducting, maintaining, or developing business or for the purpose of making decisions on behalf of a broker-dealer in connection with any due diligence activities.

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