Yesterday FINRA announced a $6.4 million fine and Acceptance, Waiver and Consent by Santander for sales practice and supervisory violations at its Puerto Rico offices. (FINRA Press Release and Santander AWC - search under Case Number: 2014041355501)
The AWC and sanctions revolve around a number of failures to supervise the sales of Puerto Rico municipal bonds and closed-end funds. The AWC highlights a number of supervisory failures, including:
- The failure of Santander to update its proprietary risk-classification tool for the unique and changing risks of Puerto Rico municipal bonds; (See our Suitability Matrix, below.)
- The failure to monitor for the use of margin in connection with the purchase of Puerto Rico municipal bonds;
- The failure to monitor for over-concentrated positions in Puerto Rico municipal bonds and closed-end funds;
- The failure to monitor for Registered Representatives selling personal Puerto Rico municipal bond holdings to their clients.
The "Securities Master"
Santander used a proprietary risk-classification tool that categorized securities into three risk levels: low, moderate, and high. The AWC noted the "vast majority of Santander's clients were moderate-risk investors" and that almost all the Puerto Rico municipal bonds sold to their clients were coded moderate-risk. However, Santander did not update the Securities Master to reflect the dramatically increasing risks in the Puerto Rico municipal bond market.
The FINRA press release stated:
Santander did not review or assess the tool's Puerto Rico municipal bond risk classifications following significant market events such as the December 13, 2012, Moody's downgrade of certain (bonds) to one level above junk.
Santander and its Registered Representatives Sold Their Puerto Rico Municipal Bonds While Customers Held or Purchased Them
While Santander was holding its moderate risk classification steady for Puerto Rico municipal bonds, it was reducing it's trading desk inventory. The AWC states:
On November 29, 2012, Santander began reducing its Puerto Rico municipal bond inventory. (The December 13, 2012 Moody's downgrade) acceleranted the Firm's efforts to reduce its inventory of Puerto Rico municipal bonds, reflecting Santander's concerns about changed risks in the market for Puerto Rico municpial bonds and Santander's exposure to those risks.
The next day, on December 14, 2012, Santander closed its Puerto Rico trading desk to any new purchases of Puerto Rico municipal bonds... The Firm, however, continued to reduce its market exposure and entirely eliminated its inventory of Puerto Rico municipal bonds by October 2013.
... employees sold securities directly from their accounts to customer accounts.
FINRAs sanctions include:
- A centure;
- A fine of $2 million;
- Restitution of approximately $4.3 million.
The most significant finding in the AWC is that Santander failed to update it's risk-classification for Puerto Rico municipal bonds in the face of overwhelming evidence that the economy had been in a long-term decline, and the fact that the bonds had been downgraded a number of times. (Puerto Rico GO bonds were downgraded on 8/8/11, 12/13/12, and 3/13/13.)
These increasing risks made the bonds less and less suitable for investors going back to the beginning of the economic decline in 2006.
The Accelerant Puerto Rico Municipal Bond Suitability Matrix
Accelerant has created a suitability matrix showing how Puerto Rico municipal bonds became more risky and less suitable over time. It provides a framework for evaluating the suitability of client positions in Puerto Rico municipal bonds, by level of client account concentration. Key features:
- Identifies three distinct phases of increasing risks in Puerto Rico municipal bonds;
- Highlights two milestones where continuing to hold the bonds required higher risk tolerances or lower allocations;
- Provides a clear and consistent method for evaluating damage claims.
For a high resolution version of the Suitability Matrix, go here.
For information about Puerto Rico municipal bonds expert Jack Duval, click here.
For my previous coverage of the Puerto Rico municipal bond crisis, see this.