SEC Actions Up the Ante for Cybersecurity Disclosures

Companies continue trying to address evolving cybersecurity threats, but recent settlements like that between the Securities and Exchange Commission and investment advisory firms make clear that these efforts will be closely scrutinized and errors aggressively penalized.
On Aug. 30, the SEC announced settled enforcement actions with eight investment advisory firms and broker-dealers related to alleged failures in their cybersecurity procedures in violation of Rule 30(a) of Regulation S-P, the “Safeguards Rule” to protect confidential customer information.
While the firms neither admitted nor denied the allegations, hundreds of thousands of dollars in penalties will be paid, evidencing that entities’ cybersecurity practices, procedures, and disclosures are now and will continue to be an SEC enforcement priority.
Interestingly, all of the investment advisory firms and broker-dealers involved in the actions appeared to have cybersecurity policies in place that would likely have survived regulatory scrutiny. All of these entities suffered from data breaches related to clients’ personal identifiable information (PII) exposure, which are, of course, becoming increasingly frequent with public and private companies.
The issue here was related to the enforcement of those policies—whether policies and procedures were actually followed leading up to, and after, cybersecurity incidents. Kristina Littman, chief of the SEC Enforcement Division’s Cyber Unit, said, “It is not enough to write a policy requiring enhanced security measures if those requirements are not implemented or are only partially implemented, especially in the face of known attacks.”
For example, the SEC’s order against Cetera Entities questions whether clients’ PII actually was protected in a manner that was consistent with their written policies. Similarly, the SEC’s order against KMS financial advisers focused on the delay in the implementation of their firm-wide cybersecurity measures.
A Close Look at Cyber-Related Disclosures
Other recent SEC enforcement actions demonstrate that the SEC will look closely at cybersecurity-related disclosures, including statements on principal risks and uncertainties and media statements. Such statements often claim that an entity has “strong cybersecurity procedures” or “data may have been compromised.” There is a question as to whether such statements are misleading if the entity is already aware of an actual data breach.
The SEC has previously taken issue with public statements that generally reference “unauthorized access” or “exposure of data” when the entity is aware that a third-party breach resulted in the download of significant client data from a compromised server. Similarly, other recent SEC enforcement actions reflect scrutiny of public statements and even internal disclosures related to cybersecurity vulnerabilities.
These actions also reflect the SEC’s view that data breaches and data breach risks are likely “material” for purposes of disclosure. In February 2018, the SEC issued guidance to that effect, defining “materiality” based on consideration of various factors, including the probability of a cybersecurity breach, the magnitude of a past breach, and the importance of compromised data.
Hence, a public company may have to disclose cybersecurity issues in its public filings pursuant to its requirement to disclose significant risks to its business. If, in doing so, it omits known, actual threats or data vulnerabilities, the entity may be in violation of various securities laws.
In June, the SEC announced that it intends to “propose rule amendments to enhance issuer disclosures regarding cybersecurity risk governance” by this October. Regardless of whether these amendments are implemented, the SEC’s actions show that it does not need a rule change for aggressive cybersecurity enforcement.Existing laws already address misleading statements or omissions of material facts in public statements and disclosures, and the requirement to protect confidential customer information, among others.
Further, the Aug. 30 SEC enforcement settlements against private broker-dealers and investment advisers demonstrate that cyber governance requirements are not limited to public companies; the SEC will look at all regulated entities.
Surviving Scrutiny
The recent SEC actions come on the heels of other regulators’ increased cybersecurity focus.
The New York Department of Financial Services announced settled enforcement actions this year involving millions of dollars in penalties for cybersecurity breaches and related noncompliance by entities who failed to have proper cybersecurity controls or failed to report the true extent of the damage from cyber breaches. FINRA has similarly investigated and recently fined entities for cybersecurity errors.
These recent enforcement actions are a warning to the market: Cybersecurity issues need to be treated as seriously as all other disclosure obligations for public and regulated private companies.
To survive scrutiny, cyber policies and procedures need to be not only vigorous, beyond the basics of penetration testing and endless questionnaires, but also accompanied by robust controls and preventive care measures, such as security ratings and internal reviews that consider the ever-changing regulatory sphere.
Entities should also continue to assess their internal cybersecurity vulnerabilities and provide regular training in this area. Disclosures and public statements need to specifically address cybersecurity issues after any significant breach. Should a cybersecurity breach occur, entities should be prepared to defend their policies and internal controls and properly disclose issues where necessary.
This column does not necessarily reflect the opinion of The Bureau of National Affairs,Inc. or its owners.
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Author Information
Kenneth M. Breen is a partner in the Litigation Department of Paul Hastings and serves as head the New York White Collar Defense practice. He is a former federal prosecutor in the U.S. Attorney’s Office for the Eastern District of New York and the Justice Department’s Tax Division.
Phara A. Guberman is a partner in the Litigation Department of Paul Hastings, defending clients in high-stakes and sensitive regulatory enforcement and white collar criminal investigations and trials.
Sachin Bansal is the general counsel and global head of government affairs for SecurityScorecard, an international cybersecurity ratings company.

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SEC SolarWinds investigation intimidates big businesses – CyberTalk

EXECUTIVE SUMMARY:
The US Securities and Exchange Commission (SEC) has begun to ask publicly traded technology, finance and energy sector firms about fallout from the SolarWinds breach. The SEC intends to determine whether or not select organizations may have deliberately withheld details to protect reputations.
In the United States, firms are legally obligated to disclose incidents that might affect share prices. However, some businesses aim to sidestep cyber security disclosures, as to avoid enforcement actions and penalties. Other businesses unintentionally miss the opportunity to report breaches. The SEC says that organizations that respond to the SEC’s latest set of letters will avoid potential legal repercussions related to “historical failures.”
SEC SolarWinds investigation
The first round of letters from the SEC were distributed in June of this year. Companies that did not respond to the initial letter received a follow-up letter more recently.
Compliance with the SEC’s request is strictly voluntary. However, organizations worry that lack of compliance could represent cause for concern among officials. And yet at the same time, full compliance might reveal previously undisclosed cyber security breaches within organizations.
The SEC has asked organizations to provide “any other” cyber security or ransomware attack information that may have been omitted or glossed over in previous reports or discussions. Specifically, the SEC requests information that’s from October of 2019 and newer.
Looking at unreported incidents
Those familiar with the investigation note that the sweeping request could provide the SEC with a rare glimpse into incidents that firms never wanted to disclose. “What companies are concerned about is they don’t know how the SEC will use this information. And most companies have had unreported breaches since then,” says one anonymous SEC consultant.
The SEC asserts that the request’s intent is to identify breaches that may be related to the SolarWinds software incident. In the long run, findings may inform future domestic cyber security policies.
Across the past year, cyber incidents have increased in frequency and impact. The White House has called for public-private partnerships around cyber security. President Joe Biden encouraged all companies to “raise the bar.”
The SEC’s sweeping investigation has been labeled “unprecedented.” Former SEC official Jay Dubow questions whether or not this was the most effective means of collecting the desired data. Only time will tell.
The next SolarWinds
Existing SEC filings by corporate groups describe SolarWinds as a type of attack that they may experience in the future. Among organizations that reported an accidental install of the malicious Orion software, the majority contend that their sensitive information did not leave internal systems.
Organizations continue to struggle with questions around whether or not SolarWinds attackers stole data. In annual filings, some companies have acknowledged the potential for loss or theft of data that could result in adverse business consequences. Although the SolarWinds attack took place more than nine months ago, the extent of the espionage and the effects still remain largely unknown.
If you would like to better understand the SolarWinds threats and what they might mean for your business, click here. For information about planning for the next potential SolarWinds-like event, click here. To get more exclusive cyber security insights, breaking news, and the latest tech trends, sign up for Cyber Talk’s newsletter.

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SEC Charges Ratings Agency with Failures in Connection with Ratings of Clo Combo Notes

Sept. 13, 2021
ADMINISTRATIVE PROCEEDINGFile No. 3-20542
September 13, 2021- The Securities and Exchange Commission today announced that credit ratings agency DBRS, Inc., which is registered with the Commission as a nationally recognized statistical rating organization (NRSRO) and currently operates under the trade name DBRS Morningstar, has agreed to pay $1 million to settle charges relating to the rating of collateralized loan obligation combination notes (CLO Combo Notes).
To ensure that investors who rely on credit ratings are provided meaningful and accurate information, the federal securities laws impose universal ratings symbol requirements to facilitate an analysis and comparison of credit ratings. One of those requirements mandates that NRSROs issue ratings that assess the likelihood that an issuer of a security may default or fail to make payments to investors in accordance with the terms of the security.
The SEC’s order finds that DBRS’s policies and procedures were not reasonably designed to ensure that it rated CLO Combo Notes in accordance with the terms of those securities. While the CLO Combo Notes included a defined “Rated Balance” amount, noteholders were entitled to all cash flows from the underlying components of the CLO Combo Note, which could be greater than the Rated Balance. Credit ratings that DBRS issued to CLO Combo Notes considered the risk of default on the Rated Balance only, and not the risk of default on all amounts that the issuer was obligated to pay based on all of the cash flows from the underlying components. Consequently, DBRS’s credit ratings for CLO Combo Notes did not address the risk of default in payment of the proceeds in excess of the Rated Balance, even though holders of those notes were entitled to receive such amounts in accordance with the payment terms of those securities.
The SEC’s order finds that DBRS violated Rule 17g-8(b)(1) of the Exchange Act. Without admitting or denying the SEC’s findings, DBRS agreed to pay a civil penalty of $1 million, and to undertake to review, and revise as necessary, its internal policies and procedures relating to the violations.
The investigation was conducted by Lawrence Renbaum, Melissa Lessenberry, and Armita Cohen of the Complex Financial Instruments Unit and supervised by Assistant Director Jeffrey Weiss. Trial counsel Thomas Bednar and James Connor of the Enforcement Division’s Trial Unit, and staff of the Office of Credit Ratings assisted with the investigation.

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Biden’s Plan To Expand Climate Disclosure Requirements Means Higher Prices For Consumers

Security and Exchange Commission Chairman Gary Gensler testifies before the Senate Banking, Housing … [+] and Urban Affairs Committee in the Dirksen Senate Office Building on Capitol Hill Sept. 14, 2021 in Washington, DC. (Photo by Chip Somodevilla/Getty Images)
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The Securities and Exchange Commission (SEC) is expected to roll out as soon as October expansive new regulations requiring public companies to disclose how their operations contribute to climate change and what they are doing to reduce greenhouse gas emissions.

Members of the U.S. Senate Banking, Housing, and Urban Affairs Committee may want to ask SEC Chairman Gary Gensler about the impact of the new climate regulations on consumer energy prices when he testifies before the committee at Tuesday’s oversight hearing. 
The move to strengthen climate-related disclosures by requiring companies to collect and disclose data on all indirect upstream and downstream greenhouse gas emissions that occur outside their core operations, including their supply chains, has long been foreshadowed by the SEC. Still, it represents the latest salvo in the Biden administration’s escalating war on America’s domestic oil and natural gas sector. 

President Biden wasted no time leveling the regulatory cannon at the oil and gas industry after moving into the White House. One of his earliest executive orders, “Tackling the Climate Crisis at Home and Abroad,” called on federal agencies to “combat the climate crisis” in “every sector of our economy.” 
Since then, the Biden administration has had the oil and gas industry in its crosshairs, and it’s clear their consideration of requiring the reporting of emissions unrelated to a company’s core business operations or even their suppliers – so-called scope 3 emissions – is targeted explicitly at taking America’s publicly-traded producers down a peg or two. 

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The administration is steamrolling ahead with punitive requirements while at the same time begging Saudi Arabia and the rest of the Organization of the Petroleum Exporting Countries (OPEC) cartel to increase global oil production to keep a lid on prices. If it seems counterintuitive, it is. It’s anti-American. 

Requiring companies to account for any greenhouse gases emitted along their supply chains and using their products is an incredibly burdensome standard that will disproportionally affect domestic energy producers, including the financial institutions that underwrite the sector. 
Mandatory scope 3 disclosure is discriminatory, putting all the responsibility and pressure to mitigate economy-wide emissions on the oil and gas industry without doing anything to address the underlying demand for the products they produce. 
The idea that companies should be responsible for emissions from the use of their products represents a severe threat to the nation’s energy security. These investments are taking place to meet demand in the economy. Until there’s a viable and affordable alternative to satisfy that demand, carbon production will merely be driven into private and state-held companies.
Such an approach will result in greater reliance on foreign sources of oil and gas and higher energy prices for consumers. The administration’s efforts will also slow the transition to cleaner energy sources, despite claims to the contrary by climate activists. 
While public investors, regulators, and rating agencies may advocate for the new disclosure rules, public disclosures should not create conditions that discriminate against a single industry by requiring them to shoulder the burden for emissions across the entire economy. 
Setting aside the issue of whether the new regulations are fair, they may not be workable. Very little information is available about emissions that are not directly related to a company’s core operations, and there’s currently no universal standard for gathering that information. It’s an area ripe for abuse by overzealous regulators and ambitious environmental lawyers. 
From a liability perspective, requiring disclosure of scope 3 emissions in SEC filings is a Pandora’s box that will result in endless legal battles with environmental groups over whether companies accurately disclosed every source of emissions along their supply chains. A company could make a good-faith effort to disclose its emissions accurately and still be penalized and subject to legal challenges. Such a standard will be impossible to meet and will inevitably drive investment offshore.
Organizations other than the SEC with far more environmental reporting expertise also already collect emissions data from sources that are controlled or owned by an organization. The SEC will simply be adding additional costs to the regulatory regime and those costs will inevitably be passed down to consumers. 
Companies are already required to provide details regarding business trends and risks posed by climate change in their quarterly management discussion and analysis in filings. They are also required to disclose how their business may be impacted by forthcoming federal and state legislation, as well as treaties and international accords such as the Paris Agreement. Requiring companies to provide prescriptive climate disclosures is redundant and burdensome. 
Beyond required disclosures, companies are already extensively voluntarily reporting their climate impacts and plans for mitigation in line with what their shareholders are asking for and in a way that is specifically tailored to their individual organizations.
Rather than requiring prescriptive reporting requirements, the administration should work to ensure that climate-related disclosure standards remain principles-based to provide the flexibility companies need to adjust their disclosure to respond to unanticipated events with a material impact, like they have done for Covid-19 and cybersecurity threats.
The Biden administration is painting a target on the oil and gas industry’s back. The coming SEC’s requirements represent mission creep away from protecting investors and encouraging efficient capital formation into setting energy policy that is the rightful purview of Congress. The new rule will place unnecessary burdens on companies and raise prices for consumers already squawking about increased costs and inflation.

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Biden Taps 2 For CFTC, Boosts Behnam To Permanent Chair – Law360

By Lauren Berg (September 13, 2021, 10:09 PM EDT) — The White House on Monday announced two nominees for the U.S. Commodity Futures Trading Commission and the decision to elevate Rostin Behnam from acting to permanent chairman of the agency. President Joe Biden plans to nominate Christy Goldsmith Romero, a former U.S. Securities and Exchange Commission attorney and former Akin Gump Strauss Hauer & Feld LLP litigator, and Kristin Johnson, a law professor at Emory University School of Law, as commissioners.Behnam joined the CFTC in 2017 as a commissioner and has served as the acting chairman since January.

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GPO Plus+ Announces Filing of 2021 Annual Report on Form 10-K

GPOX launches social media content campaign$GPOX – GPO Plus+ Announces Filing of 2021 Annual Report on Form 10-K$GPOX – FORM 10-K, April 30, 2021$GPOX – FORM 10-K, April 30, 2021LAS VEGAS, NV, Sept. 13, 2021 (GLOBE NEWSWIRE) — GPO Plus, Inc. (OTCQB: GPOX), a publicly traded company of diversified industry-specific Group Purchasing Organizations (GPOs), today announced the Company has filed with the Securities and Exchange Commission (“SEC”) its Annual Report on Form 10-K for its fiscal year ended April 30, 2021 (the “2021 Annual Report”) and also announced the launch of its social media content campaign.Today’s announcement follows the Company’s recent press release that it has exited stealth mode and is starting to share the GPOX story with the investment community. Additionally, GPOX started publishing content on select social media platforms. Management invites interested parties to help GPOX kickstart its social media efforts by engaging with the Company via its social media channels. Company management encourages supporters to help build GPOX’s social media by sharing the Company’s content, following the Company, liking the Company’s posts, and engaging with us on Social Media. Visit this link below to view our official social media accounts: GPOPlus.com/socialA copy of the Annual Report on Form 10-K is available to be viewed or downloaded at www.GPOPlus.com/ir in the GPOX Investor Portal. Through the GPOX Investor Portal, you can schedule a call with a Shareholder Success Team Member, to learn more about the company.Sign up for your FREE account on the GPOX Investor Relations Portal:Once you Activate your GPOX Investor Account you will have immediate access to real time information available on GPOX. Sign up for alerts (email and SMS) to be the first to know about news, SEC Filings, Investor Events, updated Investor Presentations, and more: www.GPOPlus.com/ir.About GPO Plus, Inc. (GPOX)Headquartered in Las Vegas, Nevada, GPOPlus+ (OTCQB: GPOX) is a publicly traded company of diversified industry-specific Group Purchasing Organizations (GPOs).Story continuesOur Purpose is to create efficient GPOs and our Mission is to create value for our GPO Members, partners, and suppliers while creating long term shareholder value.Our Mantra:We Aggregate, Negotiate + Share!Aggregate – We aggregate the purchasing power of our Members.Negotiate – We leverage buying power to negotiate discounts.Share – We share the discounts with our Members and save them money.For more information, please visit www.GPOPlus.com. To activate your free GPOX Investor Account at www.GPOPlus.com/ir.Information about Forward-Looking StatementsThis press release contains “forward-looking statements” that include statements regarding expected financial performance and growth information relating to future events. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the control of the Company and its officers and managers, and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements. Important factors that could cause these differences include, but are not limited to; inability to gain or maintain licenses, reliance on unaudited statements, the Company’s need for additional funding, governmental regulation of the cannabis industry, the impact of competitive products and pricing, the demand for the Company’s products, and other risks that are detailed from time-to-time in the Company’s filings with the United States Securities and Exchange Commission. All statements other than statements of historical fact are statements that could be forward-looking statements. You can typically identify these forward-looking statements through use of words such as “may,” “will,” “can” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future. The Company expresses its expectations, beliefs and projections in good faith and believes that its expectations reflected in these forward-looking statements are based on reasonable assumptions. However, there is no assurance that these expectations, beliefs and projections will prove to have been correct. Such statements reflect the current views of the Company with respect to its operations and future events, and are subject to certain risks, uncertainties and assumptions relating to its proposed operations, including the risk factors set forth herein. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, the Company’s actual results may vary significantly from those intended, anticipated, believed, estimated, expected or planned. In light of these risks, uncertainties and assumptions, any favorable forward-looking events discussed herein might not be realized and occur. The Company has no obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. For a more detailed description of the risk factors and uncertainties affecting GPO Plus, Inc. GPOX, please refer to the Company’s recent Securities and Exchange Commission filings, which are available at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.GPO Plus’s Contacts:Investor Inquiries:Brett H. Pojunis, CEOEmail: [email protected] Shareholder’s Line: 855.935.

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Wisconsin Power and Light Company Prices Public Offering of Green Bonds

MADISON, Wis., Sept. 13, 2021 (GLOBE NEWSWIRE) — Wisconsin Power and Light Company (“WPL”), a wholly owned subsidiary of Alliant Energy Corporation (NASDAQ: LNT), announced the pricing of its public offering of $300 million aggregate principal amount of 1.950% debentures. The debentures will be due on September 16, 2031. An amount equal to or in excess of the net proceeds from this offering will be allocated to disbursements for the construction and development of wind and solar electric generating facilities. The closing of the offering is expected to occur on September 16, 2021, subject to the satisfaction of customary closing conditions.
The offering was marketed through a group of underwriters consisting of Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC, and Wells Fargo Securities, LLC, as joint book-running managers, and Comerica Securities, Inc., Siebert Williams Shank & Co., LLC., TD Securities (USA) LLC, and U.S. Bancorp Investments, Inc., as co-managers.
The offering is being made only by means of a prospectus supplement and accompanying prospectus which are part of a shelf registration statement WPL filed with the Securities and Exchange Commission (the “Commission”). Copies may be obtained from Barclays Capital Inc. by calling toll-free at (888) 603-5847, from BofA Securities, Inc. by calling toll-free at 1-800-294-1322, from Mizuho Securities USA LLC by calling toll-free at (866) 271-7403 and from Wells Fargo Securities, LLC by calling toll free at 1-800-645-3751. Electronic copies of these documents will be available from the Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Alliant Energy

Alliant Energy Corporation’s Wisconsin utility subsidiary, Wisconsin Power and Light Company (WPL), utilizes the trade name of Alliant Energy (NASDAQ:LNT). The Wisconsin utility is based in Madison, Wisconsin.
Forward-Looking Statements
This press release includes forward-looking statements. These statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks related to the proposed offering, the anticipated use of proceeds from the sale of the debentures and other risks outlined in WPL’s public filings with the Commission, including WPL’s most recent annual report on Form 10-K. All information provided in this news release speaks as of the date hereof. Except as otherwise required by law, WPL undertakes no obligation to update or revise its forward-looking statements.

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Opinion | SEC Chair: Chinese Firms Need to Open Their Books

The Securities and Exchange Commission may need to prohibit trading in about 270 China-related companies by early 2024. The reason can be traced to the Enron and WorldCom accounting scandals.
Congress passed the Sarbanes-Oxley Act in 2002, mandating inspections of public companies’ auditors by the Public Company Accounting Oversight Board. More than 50 foreign jurisdictions allow the board to “audit the auditors.” Two do not: China and Hong Kong.

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Piedmont Office Realty Trust Announces Pricing of Senior Notes Offering

Atlanta, Sept. 13, 2021 (GLOBE NEWSWIRE) — Piedmont Office Realty Trust, Inc. (the “Company” or “Piedmont”) (NYSE:PDM) announced today that its operating partnership, Piedmont Operating Partnership, LP (the “Operating Partnership”) has priced an offering of $300 million aggregate principal amount of 2.750% senior unsecured notes due 2032 at 99.510% of the principal amount. The offering is expected to close on September 20, 2021, subject to customary closing conditions.Piedmont intends to use the net proceeds from the sale of the notes to repay borrowings outstanding under the Company’s $300 million unsecured 2011 term loan, with any remaining amounts being used for working capital, capital expenditures and other general corporate purposes.The notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company.US Bancorp, J.P. Morgan, Truist Securities, Wells Fargo Securities, BofA Securities, Inc., BMO Capital Markets, Morgan Stanley, and PNC Capital Markets LLC are acting as joint book-running managers. Ramirez & Co., Inc., Scotiabank, and TD Securities are acting as co-managers.The offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of these documents may be obtained by contacting U.S. Bancorp Investments, Inc., 214 N. Tryon Street, 26th Floor Charlotte, NC 28202, Attention: Credit Fixed Income, 1-877-558-2607; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York, 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533; Truist Securities, Inc., 303 Peachtree Street, Atlanta, GA 30308, Attn: Prospectus Dept, Telephone: (800) 685-4786; or Wells Fargo Securities, LLC, 550 South Tryon Street, Charlotte, NC 28202, Attention: Transaction Management, 1-800-645-3751. Electronic copies of these documents are also available from the Securities and Exchange Commission’s website at www.sec.gov.A shelf registration statement relating to these securities is effective with the Securities and Exchange Commission. This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.Story continuesAbout Piedmont Office Realty TrustPiedmont Office Realty Trust, Inc. (NYSE: PDM) is an owner, manager, developer, redeveloper, and operator of high-quality, Class A office properties located primarily in select sub-markets within seven major Eastern U.S. office markets, with the majority of its revenue being generated from the Sunbelt. Its geographically-diversified, approximately $5 billion portfolio is currently comprised of approximately 17 million square feet. The Company is a fully-integrated, self-managed real estate investment trust (REIT) with local management offices in each of its markets. At the end of the second quarter, approximately 76% of the company’s portfolio was ENERGY STAR certified and approximately 43% was LEED certified.Forward-Looking StatementsCertain statements contained in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such information is subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of the Company`s performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or similar words or phrases that are predictions of future events or trends and which do not relate solely to historical matters. Examples of such statements in this press release include the expected timing for the completion of the offering and the expected use of proceeds therefrom. The following are some of the factors that could cause the Company`s actual results and its expectations to differ materially from those described in the Company`s forward-looking statements: actual or threatened public health epidemics or outbreaks, such as the ongoing COVID-19 pandemic, and governmental and private measures taken to combat such health crises, which may affect our personnel, tenants, tenants’ operations and ability to pay lease obligations, demand for office space, and the costs of operating our assets; the adequacy of our general reserve related to tenant lease-related assets established as a result of the COVID-19 pandemic, as well as the impact of any increase in this reserve or the establishment of any other reserve in the future; economic, regulatory, socio-economic changes, and/or technology changes (including accounting standards) that impact the real estate market generally, or that could affect patterns of use of commercial office space; the impact of competition on our efforts to renew existing leases or re-let space on terms similar to existing leases; changes in the economies and other conditions affecting the office sector in general and specifically the seven markets in which we primarily operate where we have high concentrations of our annualized lease revenue; lease terminations, lease defaults, or changes in the financial condition of our tenants, particularly by one of our large lead tenants; adverse market and economic conditions, including any resulting impairment charges on both our long-lived assets or goodwill resulting therefrom; the success of our real estate strategies and investment objectives, including our ability to identify and consummate suitable acquisitions and divestitures; the illiquidity of real estate investments, including regulatory restrictions to which REITs are subject and the resulting impediment on our ability to quickly respond to adverse changes in the performance of our properties; the risks and uncertainties associated with our acquisition and disposition of properties, many of which risks and uncertainties may not be known at the time of acquisition or disposition; development and construction delays and resultant increased costs and risks; our real estate development strategies may not be successful; future acts of terrorism, civil unrest, or armed hostilities in any of the major metropolitan areas in which we own properties, or future cybersecurity attacks against any of our tenants; costs of complying with governmental laws and regulations; uninsured losses or losses in excess of our insurance coverage, and our inability to obtain adequate insurance coverage at a reasonable cost; additional risks and costs associated with directly managing properties occupied by government tenants, including an increased risk of default by government tenants during periods in which state or federal governments are shut down or on furlough; significant price and volume fluctuations in the public markets, including on the exchange which we listed our common stock; changes in interest rates and changes in the method pursuant to which the LIBOR rates are determined and the planned phasing out of USD LIBOR after June 2023; changing interest rates which could affect our ability to finance or refinance properties; the effect of future offerings of debt or equity securities or changes in market interest rates on the value of our common stock; uncertainties associated with environmental and other regulatory matters; potential changes in the political environment and reduction in federal and/or state funding of our governmental tenants; changes in the financial condition of our tenants directly or indirectly resulting from geopolitical developments that could negatively affect international trade, the termination or threatened termination of existing international trade agreements, or the implementation of tariffs or retaliatory tariffs on imported or exported goods; the effect of any litigation to which we are, or may become, subject; additional risks and costs associated with owning properties occupied by tenants in particular industries, such as oil and gas, hospitality, travel, co-working, etc., including risks of default during start-up and during economic downturns; changes in tax laws impacting real estate investment trusts and real estate in general, as well as our ability to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) or other tax law changes which may adversely affect our stockholders; the future effectiveness of our internal controls and procedures; and other factors, including the risk factors discussed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company cannot guarantee the accuracy of any such forward-looking statements contained in this press release, and the Company does not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.Contact:Eddie Guilbert770-418-8592research.analysts@piedmontreit.

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Berkshire Hills Bancorp Announces Lucia “Lucy” Bellomia Hired As Executive Vice President, Head of Retail Banking

BOSTON, Sept. 13, 2021 /PRNewswire/ — Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, announced the Bank has hired Lucia “Lucy” Bellomia as EVP, Head of Retail Banking. Ms. Bellomia has over 20 years of experience in the financial industry, most recently as the Executive SVP, Community Banking, Northeast Region, for Bank of America.Lucia “Lucy” Bellomia”We are delighted to welcome Lucy to the Berkshire family as we work to strengthen our retail franchise further. She’s an accomplished Retail Banking executive with a keen focus on customer and banker experience and has a solid track record of deepening relationships and driving profitable growth,” said Nitin Mhatre, CEO of Berkshire Bank. “Lucy’s values-guided, community-dedicated orientation and her strong ethics, clear vision and positive energy make her the ideal candidate to lead our retail banking network and deposits franchise into the future through our BEST program.”Ms. Bellomia will oversee the retail branch network, branch training, the MyBanker program, Call Center, Branch Operations, Retail Sales and Service Delivery. She will report directly to CEO Nitin Mhatre.”I’m proud to be joining the Berkshire Bank leadership team at this pivotal moment to help it deliver on the goals of its BEST plan and enhance our customers’ experience. Community banks play a pivotal role in the ecosystem of our local economies, and I’ve long admired Berkshire Bank for its commitment to our neighborhoods and operating in a socially responsible manner, said Ms. Bellomia.Before joining Berkshire Bank, Ms. Bellomia held positions at the Police and Fire Credit Union in Philadelphia, Santander Bank, PNC Bank, and Sun National Bank. She started her career in banking at Pioneer Savings and Loans as a Teller.Ms. Bellomia is a graduate of the University of Catania in Catania, Sicily, Italy. She is a native of Italy and is fluent in Italian. Ms. Bellomia is a former board member of the New Jersey Association of Women Business Owners, a member of the New Jersey and Pennsylvania Bankers Association, and the Puerto Rican Association for Human Development. An active community member, she volunteers with several charities including Cradle 2 Crayons, Habitat for Humanity, and the Ronald McDonald House.Story continuesABOUT BERKSHIRE HILLS BANCORPBerkshire Hills Bancorp is the parent of Berkshire Bank, which is transforming what it means to bank its neighbors socially, humanly, and digitally to empower the financial potential of people, families, and businesses in its communities as it pursues its vision of being the leading socially responsible omni-channel community bank in the markets it serves. Berkshire Bank provides business and consumer banking, mortgage, wealth management, and investment services. Headquartered in Boston, Berkshire has approximately $11.7 billion in assets and operates 107 branch offices in New England and New York, and is a member of the Bloomberg Gender-Equality Index. To learn more, call 800-773-5601 or follow us on Facebook, Twitter, Instagram, and LinkedIn.FORWARD-LOOKING STATEMENTSThis document contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. There are many factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire’s most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC’s website at www.sec.gov. Accordingly, you should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this document. Berkshire does not undertake any obligation to update forward-looking statements.CONTACTSInvestor Relations Contacts:Kevin Conn, SVP, Investor Relations & Corporate DevelopmentEmail: [email protected]: (617) 641-9206David Gonci, Capital Markets DirectorEmail: [email protected]: (413) 281-1973Media Contact:Gary Levante, SVP, Corporate Responsibility & CultureEmail: [email protected]: (413) 447-1737(PRNewsfoto/Berkshire Hills Bancorp, Inc.)CisionView original content to download multimedia:https://www.prnewswire.com/news-releases/berkshire-hills-bancorp-announces-lucia-lucy-bellomia-hired-as-executive-vice-president-head-of-retail-banking-301375705.htmlSOURCE Berkshire Hills Bancorp, Inc.

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