The Securities and Exchange Commission fined RBC Capital Markets LLC on Wednesday for $2.5 million for allegedly making materially false and misleading disclosures in its fairness opinion valuation analysis for a proxy statement for Rural/Metro Corporation’s sale in 2011 to a private equity firm. An SEC investigation found that RBC’s presentation as the lead financial adviser to Rural/Metro, a medical transportation services provider, contained allegedly materially false and misleading statements which made the bid look more attractive. Although RBC’s presentation described one of its valuations as being based on Wall Street analysts’ “consensus projections” of Rural/Metro’s 2010 adjusted EBITDA, it did not reflect any analysts’ research or a “consensus” view, according to the SEC. RBC received a $500,000 fee for the fairness opinion presented to Rural/Metro’s board as it considered the sale. RBC neither admitted nor denied the findings.
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