Malachi SEC File

Case 3:18-cv-00001-HSO-LRA Document 12 Filed 06/29/18 Page 1 of 6
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF MISSISSIPPI
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
C.A. No. 3:18-cv-1-HSO-LRA
v.
MALACHI FINANCIAL PRODUCTS, INC. and

PORTER B. BINGHAM,
Defendants.
FINAL JUDGMENT AS TO DEFENDANT PORTER B. BINGHAM
The Securities and Exchange Commission having filed a Complaint and Defendant Porter
B. Bingham having entered a general appearance; consented to the Court’s jurisdiction over
Defendant and the subject matter of this action; consented to entry of this Final Judgment
without admitting or denying the allegations of the Complaint except as to jurisdiction; waived
findings of fact and conclusions of law; and waived any right to appeal from this Final Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant Bingham is
permanently restrained and enjoined from violating Section 15B(a)(5) of the Securities Exchange
Act of 1934 (the “Exchange Act”) [15 U.S.C. § 77o-4(a)(5)] by using the means or
instrumentalities of interstate commerce or of the mails while engaging in fraudulent, deceptive,
and/or manipulative acts or practices in providing advice to a municipal entity with respect to
municipal financial products or the issuance of municipal securities.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
1
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
Bingham is permanently restrained and enjoined from violating Section 15B(c)(1) of the
Exchange Act [15 U.S.C. § 78o-4(c)(1)] by engaging in any act, practice or course of business
which is not consistent with a municipal advisor’s fiduciary duty to a municipal entity.
III.
Bingham is permanently restrained and enjoined from violating Section 15B(c)(1) of the
Exchange Act [15 U.S.C. § 78o-4(c)(1)] and MSRB Rule G-17 promulgated thereunder by
engaging in any deceptive, dishonest or unfair practice, or by not dealing fairly with all persons.
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IV.
Bingham is jointly and severally liable with Defendant Malachi for disgorgement of $33,000,
representing profits gained as a result of the conduct alleged in the Complaint, together with
prejudgment interest thereon in the amount of $2,858.52, for a total of $35,858.52. Defendant
Bingham is also liable for a civil penalty of $25,000 pursuant to Section 21(d)(3) of the
Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy this obligation by paying
$60,858.52 to the Securities and Exchange Commission within 30 days of the entry of this Final
Judgment. Defendant Bingham shall receive an offset for any amount of the joint and severally
owed disgorgement and prejudgment interest that is actually paid by his co-defendant Malachi.
Defendant may transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly
from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank
cashier’s check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to
Enterprise Services Center

Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Porter B. Bingham as a defendant in this action; and specifying that payment is made
pursuant to this Final Judgment.
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Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action. By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant. The Commission shall transfer $4,166 of the civil
monetary penalty to the Municipal Securities Rulemaking Board in accordance with
§15B(c)(9)(A) of the Exchange Act.
The Commission may enforce the Court’s judgment for disgorgement and prejudgment
interest by moving for civil contempt (and/or through other collection procedures authorized by
law) at any time after 30 days following entry of this Final Judgment. Defendant shall pay post
judgment interest on any delinquent amounts pursuant to 28 U.S.C. § 1961. The Commission
shall hold the funds, together with any interest and income earned thereon (collectively, the
“Fund”), pending further order of the Court.
The Commission may propose a plan to distribute the Fund subject to the Court’s
approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund
provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain
jurisdiction over the administration of any distribution of the Fund. If the Commission staff
determines that the Fund will not be distributed, the Commission shall send the funds paid
pursuant to this Final Judgment to the United States Treasury.
Regardless of whether any such Fair Fund distribution is made, amounts ordered to be
paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the
government for all purposes, including all tax purposes. To preserve the deterrent effect of the
civil penalty, Defendant shall not, after offset or reduction of any award of compensatory
damages in any Related Investor Action based on Defendant’s payment of disgorgement in this
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action, argue that he is entitled to, nor shall he further benefit by, offset or reduction of such
compensatory damages award by the amount of any part of Defendant’s payment of a civil
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such
a Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty
Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset
to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall
not be deemed an additional civil penalty and shall not be deemed to change the amount of the
civil penalty imposed in this Judgment. For purposes of this paragraph, a “Related Investor
Action” means a private damages action brought against Defendant by or on behalf of one or
more investors based on substantially the same facts as alleged in the Complaint in this action.
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein.
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the
allegations in the complaint are true and admitted by Defendant, and further, any debt for
disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this
Final Judgment or any other judgment, order, consent order, decree or settlement agreement
entered in connection with this proceeding, is a debt for the violation by defendant of the federal
securities laws or any regulation or order issued under such laws, as set forth in Section
523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).
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VII.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain
jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.
VIII.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
SO ORDERED AND ADJUDGED, this the 29th day of June, 2018.
s/ Halil Suleyman Ozerden

HALIL SULEYMAN OZERDEN
UNITED STATES DISTRICT JUDGE
6
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF MISSISSIPPI
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
C.A. No. 3:18-cv-1-HSO-LRA
v.

PORTER B. BINGHAM,
Defendants.
FINAL JUDGMENT AS TO DEFENDANT MALACHI FINANCIAL PRODUCTS, INC.
The Securities and Exchange Commission having filed a Complaint and Defendant
Malachi Financial Products, Inc. having entered a general appearance; consented to the Court’s
jurisdiction over Defendant and the subject matter of this action; consented to entry of this Final
Judgment without admitting or denying the allegations of the Complaint except as to jurisdiction;
waived findings of fact and conclusions of law; and waived any right to appeal from this Final
Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant Malachi is
permanently restrained and enjoined from violating Section 15B(a)(5) of the Securities Exchange
Act of 1934 (the “Exchange Act”) [15 U.S.C. § 77o-4(a)(5)] by using the means or
instrumentalities of interstate commerce or of the mails while engaging in fraudulent, deceptive,
and/or manipulative acts or practices in providing advice to a municipal entity with respect to
municipal financial products or the issuance of municipal securities.
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II.
Malachi is permanently restrained and enjoined from violating Section 15B(c)(1) of the
Exchange Act [15 U.S.C. § 78o-4(c)(1)] by engaging in any act, practice or course of business
which is not consistent with a municipal advisor’s fiduciary duty to a municipal entity.
III.
Malachi is permanently restrained and enjoined from violating Section 15B(c)(1) of the
Exchange Act [15 U.S.C. § 78o-4(c)(1)] and MSRB Rule G-17, promulgated thereunder by
engaging in any deceptive, dishonest or unfair practice, or by not dealing farily with all persons.
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IV.
Malachi is jointly and severally liable with Defendant Bingham for disgorgement of $33,000,
representing profits gained as a result of the conduct alleged in the Complaint, together with
prejudgment interest thereon in the amount of $2,858.52, for a total of $35,858.52. Defendant
Malachi is also liable for a civil penalty of $50,000 pursuant to 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)]. Defendant shall satisfy this obligation by paying $85,858.52 to the
Securities and Exchange Commission within 30 days of the entry of this Final Judgment.
Defendant Malachi shall receive an offset for any amount of the joint and severally owed
disgorgement and prejudgment interest that is actually paid by Defendant Bingham.
Defendant may transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly
from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank
cashier’s check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to
Enterprise Services Center

Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Malachi Financial Products, Inc. as a defendant in this action; and specifying that
3
payment is made pursuant to this Final Judgment. The Commission shall transfer $8,333 of the
civil monetary penalty to the Municipal Securities Rulemaking Board in accordance with §
15B(c)(9)(A) of the Exchange Act.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action. By making these payments,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant.
The Commission shall hold the funds (collectively, the “Fund”) and may propose a plan
to distribute the Fund subject to the Court’s approval. The Court shall retain jurisdiction over the
administration of any distribution of the Fund. If the Commission staff determines that the Fund
will not be distributed, the Commission shall send the funds paid pursuant to this Final Judgment
to the United States Treasury.
The Commission may enforce the Court’s judgment for disgorgement and prejudgment
interest by moving for civil contempt (and/or through other collection procedures authorized by
law) at any time after 30 days following entry of this Final Judgment. Defendant shall pay post
judgment interest on any delinquent amounts pursuant to 28 U.S.C. § 1961.
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein.
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court
shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final
Judgment.
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VII.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
SO ORDERED AND ADJUDGED, this the 29th day of June, 2018.
s/ Halil Suleyman Ozerden

HALIL SULEYMAN OZERDEN
UNITED STATES DISTRICT JUDGE
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IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF MISSISSIPPI
NORTHERN DIVISION
SECURITIES AND EXCHANGE

COMMISSION,
Plaintiff,
Civil Action File No. 3:18-cv-1-HSO-LRA
v.

PORTER B. BINGHAM, Jury Trial Requested
Defendants.
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
The plaintiff, the Securities and Exchange Commission (“Commission”), files this
Complaint and alleges the following:
SUMMARY
1. This action concerns misconduct by a municipal advisor and its principal in
connection with a $1.1 million bond offering by the City of Rolling Fork, Mississippi (“Rolling
Fork” or the “City”).
2. In January 2015, the City hired Defendant Malachi Financial Products, Inc.
(“Malachi”) to serve as its municipal advisor for a contemplated bond offering. Malachi is
owned and controlled by Defendant Porter B. Bingham (“Bingham”).
3. In May 2015, Bingham accepted two payments totaling $2,500 from Anthony A.
Stovall (“Stovall”), a registered representative who was associated with a broker-dealer and
municipal securities dealer Bonwick Capital Partners, LLC (“Bonwick”).
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4. Approximately two weeks after receiving those payments, a Malachi employee
recommended that the City hire Bonwick to underwrite the anticipated bond offering. In June
2015, the City hired Bonwick to underwrite the offering. Neither Bingham nor Stovall disclosed
the payments or the resulting conflicts of interest to the City.
5. After the bond offering closed in October 2015, Bingham directed a Malachi
employee to submit two invoices for municipal advisory services to the bond trustee for
payment.
6. The first invoice, for $22,000, was consistent with the written agreement between
Malachi and the City, which provided that the City would pay no more than 2% of the total
offering amount.
7. The second invoice, for $33,000, purported to be for additional services that were
not part of the original agreement. In fact, the second invoice was fraudulent because Malachi
did not provide the purported additional services and the City did not authorize or agree to the
additional charges.
8. Although both invoices were addressed to the Mayor of the City, Malachi did not
provide them to the Mayor or anyone else at the City before payment. Thus, the City was not
aware of the fraudulent overcharge until after the bond trustee paid the invoice.
VIOLATIONS
9. As a result of this conduct, Malachi and Bingham violated Sections 15B(a)(5) and
15B(c)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 77o-4(a)(5)
and 78o-4(c)(1)] and Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 thereunder,
and Bingham aided and abetted Malachi’s violations of these provisions. The Commission seeks
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permanent injunctive relief against Malachi and Bingham along with disgorgement of ill-gotten
gains, pre-judgment interest thereon, and civil money penalties.
JURISDICTION AND VENUE
10. The Commission brings this action pursuant to Section 21(d)(3) of the Exchange
Act [15 U.S.C. § 78u(d)(3)] to enjoin the Defendants from engaging in the transactions, acts,
practices and courses of business alleged in this Complaint, and transactions, acts, practices and
courses of business of similar purport and object, for disgorgement of illegally obtained funds,
prejudgment interest and other equitable relief, and for civil money penalties.
11. This Court has jurisdiction over this action pursuant to Section 20(d) of the
Exchange Act [15 U.S.C. § 78u(d)].
12. The Defendants, directly and indirectly, have made use of the mails, the means and
instrumentalities of transportation and communication in interstate commerce, and the means and
instrumentalities of interstate commerce, in connection with the transactions, acts, practices, and
courses of business alleged in this Complaint.
13. Venue lies in this Court pursuant to Section 27(a) of the Exchange Act [15 U.S.C. §
78aa(a)] because certain of the transactions, acts, practices and courses of business constituting
violations of the Exchange Act have occurred within the Southern District of Mississippi.
DEFENDANTS
14. Malachi Financial Products, Inc. (“Malachi”) is a Georgia corporation formed
in 2005 and located in Roswell, Georgia. Malachi has one employee in addition to Bingham. In
2014, Malachi registered with the Commission and the MSRB as a municipal advisor. However,
neither Bingham nor Malachi’s other employee took the required Series 50 Municipal Advisor
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exam within the requisite time. As a result, Malachi is not currently permitted to provide
municipal advice.
15. Porter B. Bingham, age 56, of Roswell, Georgia has been president and sole
shareholder of Malachi since its formation. Prior to forming Malachi, Bingham was a registered
representative with several different broker-dealers. Bingham held Series 7, 24 and 63 securities
licenses. The last firm that Bingham was registered with was The Malachi Group, Inc., (“The
Malachi Group”) a registered broker-dealer he owned and controlled. The Malachi Group,
which ceased operations more than a decade ago, predated Malachi, and is a completely separate
entity. In August 2007, the Financial Industry Regulatory Authority (“FINRA”), via a consent
agreement, suspended Bingham as a general securities principal for a period of one year and
fined him $10,000 for various net capital violations by The Malachi Group and for failing to file
The Malachi Group’s annual audit report in a timely manner. In turn, The Malachi Group was
sanctioned on eight occasions for a variety of compliance issues and for failing to maintain the
proper net capital amount. In 2006, The Malachi Group was expelled from the then National
Association of Securities Dealers (“NASD”), which is now known as FINRA, for failing to pay
fines and its broker-dealer registration was cancelled.
16. Previously, Malachi had filed Form MA-I with the Commission establishing
Bingham as a person associated with a municipal advisory firm. However, because Bingham did
not take or pass the Series 50 municipal advisor exam by the requisite deadline, pursuant to
MSRB Rule G-3, he is not permitted to act as an associated person of a municipal advisor or
provide municipal advice.
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RELATED ENTITY AND INDIVIDUAL
17. City of Rolling Fork, Mississippi (“Rolling Fork” or the “City”) is the county
seat of Sharkey County. Rolling Fork has a population of approximately 2,025 and is located
approximately 90 minutes Northwest of Jackson, Mississippi.
18. Anthony Stovall, age 50, of West Orange, New Jersey, is currently not employed
in the financial services industry. From May 2015 to June 2016, Stovall was a registered
representative and co-head of the municipal securities group at Bonwick. Stovall was a
registered representative from 1993 to February 2017 and previously worked for several broker-
dealer firms. Stovall has held Series 7, 53 and 63 securities licenses.
AUTHORITY
19. The SEC is an independent agency of the United States government established
by Congress in 1934. The SEC has been granted the authority to, among other things,
investigate and civilly prosecute the federal securities laws. Section 21(a) of the Exchange Act
[15 U.S.C. § 78u(a)].
20. The MSRB is an independent, non-governmental, non-profit organization
overseen by the SEC. Congress provided the MSRB with authority to write investor protection
rules and other rules regulating entities and individuals who participate in the United States
municipal securities market. See Section 15B(b) of the Exchange Act [15 U.S.C. § 78o–4(b)].
21. Under Section 15B(c)(1) of the Exchange Act [15 U.S.C. § 78o–4(c)(1)], the SEC
has the authority to investigate and civilly prosecute violations of MSRB rules and regulations.
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FACTS
A. The City of Rolling Fork Hired Malachi to Provide Municipal Advisory

Services for its Bond Offering
22. In late 2014, Rolling Fork, a small municipality with a population of just over
2,000, sought to raise funds for certain improvement projects. These projects included paving
streets and public parking areas, repairing municipal buildings, and constructing a municipal
swimming pool.
23. In January 2015, Rolling Fork hired Malachi as the municipal advisor for a
proposed bond offering to fund the necessary improvements (the “Offering”).
24. The City and Malachi entered into an “Agreement for Professional Financial
Advisory Services” (“MA Agreement”). Bingham, as Malachi’s president and sole principal,
signed the MA Agreement on behalf of Malachi. Under the terms of the MA Agreement,
Malachi was to be paid an amount not to exceed 2% of the debt issuance.
B. Bingham and Malachi Recommended that the City Hire Stovall and
Bonwick Without Disclosing Stovall’s Recent Payments to Bingham
25. Bingham and Stovall have known each other since 2004. Between 2005 and
2013, Stovall and Bingham had worked together providing underwriting and municipal advisory
services, respectively, to municipal issuers in approximately 15 bond offerings.
26. In late May 2015, Stovall provided Bingham with a total of $2,500 in two
separate payments.
27. Specifically, on or about May 22, 2015, Stovall directed a family member to
write a check for $2,000 from an account on which Stovall was not a signatory. That check was
made payable to “cash MFP, LLC.” MFP, LLC, which Bingham controlled, is a defunct
corporation Bingham formed in 2010. Bingham deposited the check in an MFP , LLC account on
May 26, 2-15.
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28. A few days later, on May 28, Stovall directed the family member to wire an
additional $500 from the same account to a different MFP, LLC bank account.
29. In each case, the checks were deposited just in time to allow Bingham to avoid a
negative balance in each account.
30. Bingham used the funds for personal and business purposes.
31. A few weeks after these payments were received, at a June 2015 meeting of the
Rolling Fork Board of Aldermen, a Malachi employee, at Bingham’s instruction, recommended
that Rolling Fork hire Stovall and Bonwick to underwrite the Offering.
32. Stovall than made a presentation at the meeting in which he described Bonwick’s
capabilities and past performance.
33. The Malachi representative did not recommend or introduce any other
underwriting firms for the City to consider.
34. Based in part on Malachi’s recommendation, Rolling Fork’s Board of Alderman
voted to hire Stovall and Bonwick.
35. Neither the Malachi representative nor Stovall disclosed to the City that Stovall
had paid Bingham $2,500 only a few weeks earlier.
C. Malachi and Bingham Overcharged the City for Municipal Advisory

Services
36. The City’s Offering was originally contemplated to be for $2 million.
37. Due to the City’s statutory offering limits, however, Rolling Fork was required to
reduce the size of the Offering to $1.1 million.
38. This meant that, under the terms of the MA Agreement, Malachi’s compensation
(2% of the total offering amount) was reduced from $40,000 to $22,000.
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39. Malachi and Bingham attempted to recoup this lost revenue by fraudulently
charging the City for purported “additional services” in connection with the Offering that they
did not actually provide.
40. On October 15, 2015, the day after the Offering closed, Bingham directed
Malachi’s employee to prepare and send two invoices totaling $55,000 to the bond trustee for
payment.
41. One invoice was for $22,000, which was Malachi’s contractual fee for the
municipal advisory services provided to Rolling Fork (2% of the $1.1 million issuance).
42. The other invoice was for $33,000 and, according to the invoice, was purportedly
for services related to the “investment of bond proceeds.”
43. This invoice was false and fraudulent and was not authorized or agreed to by the
City.
44. Although both invoices were addressed to the Mayor of Rolling Fork, Malachi
only transmitted them to the bond trustee and never sent them to the Mayor or the City. As a
result, the bond trustee paid the full $55,000 to Malachi before Rolling Fork became aware of the
invoices.
45. Malachi provided no services relating to the investment of bond proceeds to the
City of Rolling Fork. Additionally, the bond proceeds had not, in fact, been invested by the time
of the second invoice.
46. Neither Bingham nor Malachi has any documentation reflecting any investment
services they purportedly provided the City in connection with the proceeds from the Offering.
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47. Although Malachi and Bingham may have also created some post-bond issuance
compliance policies for the City and examined the City tax rolls to determine the City’s legal
lending limit, neither of those services, even if provided, justified the $33,000 invoice.
48. The post-issuance compliance policies that Malachi and Bingham purportedly
created for the City contained nothing but standard boilerplate language, much of which can be
found merely by doing an internet search. As such, it would have been unreasonable to bill the
City $33,000 for preparing these policies. More importantly, Malachi and Bingham never
provided those written policies to the City.
49. Although Malachi and Bingham did a minimal amount of work to examine
Rolling Fork’s property tax rolls to calculate the City’s legal debt limit, those services were
already contemplated by the MA Agreement and thus do not support the additional invoice.
50. The MA Agreement provided that Malachi would “help . . . determine an issue
amount,” assist with “structuring the issue,” and “advis[e] on other matters related to the City’s
debt and capital plans.” Calculation of the City’s debt limit was clearly necessary to determine
the issue amount and is a typical task that a municipal advisor would undertake as part of a
general obligation offering.
51. Moreover, the minimal amount of work performed on this task would not justify a
$33,000 invoice, as Malachi spent only between three and five hours working on the tax
valuation issue.
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COUNT I—FRAUDULENT PRACTICES BY A MUNICIPAL ADVISOR
Violations by Malachi and Bingham of Section 15B(a)(5) of the Exchange Act

[15 U.S.C. § 77o-4(a)(5)]
52. Paragraphs 1 through 51 are hereby re-alleged and are incorporated herein by
reference.
53. Section 15B(a)(5) of the Exchange Act [15 U.S.C. § 77o-4(a)(5)] provides in
relevant part that no municipal advisor shall make use of the mails or any means or
instrumentality of interstate commerce to provide advice to a municipal entity with respect to the
issuance of municipal securities in connection with which such municipal advisor engages in any
fraudulent, deceptive, or manipulative act or practice.
54. By engaging in the conduct alleged above, Defendants Malachi and Bingham
acted as municipal advisors, as that term is defined in Section 15B(e)(4)(A) of the Exchange Act,
[15 U.S.C. § 78o-4(e)(4)(A)].
violated Section 15B(a)(5) of the Exchange Act [15 U.S.C. § 78o–4(a)(5)] by using the means or
instrumentalities of interstate commerce or the mails while engaging in fraudulent, deceptive,
and/or manipulative acts or practices in providing advice to a municipal entity.
COUNT II—BREACH OF FIDUCIARY DUTY
Violations by Malachi and Bingham of Section 15B(c)(1) of the Exchange Act

[15 U.S.C. § 78o-4(c)(1)]
reference.
57. Pursuant to Section 15B(c)(1) of the Exchange Act [15 U.S.C. § 78o-4(c)(1)] a
municipal advisor and any person associated with a municipal advisor shall be deemed to have a
10
fiduciary duty to any municipal entity for whom the municipal advisor acts as a municipal advisor
acted as a municipal advisor and person associated with a municipal advisor, as those terms are
defined in Sections 15B(e)(4)(A) and 15B(e)(7) of the Exchange Act [15 U.S.C. §§ 78o-
4(e)(4)(A) and (7)] and, as such, they owed a fiduciary duty to Rolling Fork.
59. By engaging in the conduct described above, Defendants Bingham and Malachi
breached their fiduciary duty to the City in violation of Section 15B(c)(1) of the Exchange Act
[15 U.S.C. § 78o–4(c)(1)].
COUNT III
Violations by Malachi and Bingham of Section 15B(c)(1) of the Exchange Act [15 U.S.C. §
78o-4(c)(1) and MSRB Rule G-17]
reference.
61. Section 15B(c)(1) of the Exchange Act [15 U.S.C. § 78o-4(c)(1)] makes it
unlawful for any municipal advisor to make use of the mails or any means or instrumentality of
interstate commerce to effect any transaction in, or to induce the purchase or sale of any municipal
security in contravention of any rule of the MSRB.
62. Pursuant to Section 15B(b)(2) of the Exchange Act [15 U.S.C. § 78o-4(b)(2)] the
MSRB proposes and adopts rules governing the conduct of municipal advisors in connection
with municipal securities. Pursuant to Section 21(d)(1) of the Exchange Act [15 U.S.C. §
78u(d)(1)], the Commission is charged with enforcing MSRB rules.
63. Pursuant to MSRB Rule G-17, each municipal advisor, in the conduct of its
municipal advisory activities, shall deal fairly with all persons and shall not engage in any
deceptive, dishonest, or unfair practice.
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64. Pursuant to MSRB Rule D-11, Bingham falls with within the definition of
municipal advisor for purposes of MSRB Rule G-17.
65. By engaging in the conduct alleged above, Defendants Malachi and Bingham,
while acting as a municipal advisor, engaged in acts, practices, and courses of business that
violated Section 15B(c)(1) of the Exchange Act [15 U.S.C. § 78o–4(c)(1)] and MSRB Rule G-
17.
COUNT IV
AIDING AND ABETTING FRAUDULENT PRACTICES BY A MUNICIPAL ADVISOR
Bingham’s Aiding and Abetting Violations of Section 15B(a)(5) of the Exchange Act
[15 U.S.C. § 77o-4(a)(5)]
reference.
67. By engaging in the conduct alleged above, Defendant Malachi violated Section
15B(a)(5) of the Exchange Act [15 U.S.C. § 78o–4(a)(5)].
68. Defendant Bingham knowingly or recklessly provided substantial assistance to
Defendant Malachi in its violation of Section 15B(a)(5) of the Exchange Act [15 U.S.C. § 78o–
4(a)(5)].
69. By engaging in the conduct alleged above, Defendant Bingham aided and abetted
Malachi’s violations of Section 15B(a)(5) of the Exchange Act [15 U.S.C. § 78o–4(a)(5)].
COUNT V
AIDING AND ABETTING BREACH OF FIDUCIARY DUTY
Bingham’s Aiding and Abetting Violations of Section 15B(c)(1) of the Exchange Act,
[15 U.S.C. § 78o–4(c)(1)]
reference.
12
71. By engaging in the conduct alleged above, Defendant Malachi breached its
fiduciary duty to Rolling Fork, in violation of Section 15B(c)(1) of the Exchange Act [15 U.S.C.
§ 78o–4(c)(1)].
Defendant Malachi in its violation of Section 15B(c)(1) of the Exchange Act [15 U.S.C. § 78o–
4(c)(1)].
73. By engaging in the conduct described above, Defendant Bingham aided and
abetted Malachi’s violations of Section 15B(c)(1) of the Exchange Act [15 U.S.C. § 78o–
4(c)(1)].
COUNT VI
Bingham’s Aiding and Abetting Violations of Section 15B(c)(1) of the Exchange Act
[15 U.S.C. § 78o–4(c)(1)] and MSRB Rule G-17
reference.
75. By the conduct alleged above, Defendant Malachi violated Section 15B(c)(1) of
the Exchange Act [15 U.S.C. § 78o–4(c)(1)] and MSRB Rule G-17 by not dealing fairly with the
City and engaging in deceptive, dishonest and unfair practices.
Defendant Malachi in its violation of Section 15B(c)(1) of the Exchange Act [15 U.S.C. § 78o–
4(c)(1)], and MSRB Rule G-17.
77. By engaging in the conduct described above, Defendant Bingham aided and
abetted Malachi’s violations of Section 15B(c)(1) of the Exchange Act [15 U.S.C. § 78o–
4(c)(1)], and MSRB Rule G-17.
13
PRAYER FOR RELIEF
WHEREFORE, Plaintiff Commission respectfully prays for:
I.
Findings of Fact and Conclusions of Law pursuant to Rule 52 of the Federal Rules of Civil
Procedure, finding that the Defendants named herein committed the violations alleged herein.
II.
Permanent injunctions enjoining Defendants Malachi and Bingham from violating
Sections 15B(a)(5) and 15B(c)(1) of the Exchange Act [15 U.S.C. §§ 78o–4(a)(5) and 78o–
4(c)(1)] and MSRB Rule G-17, promulgated thereunder.
III.
Permanent injunctions enjoining Defendant Bingham from aiding and abetting Malachi’s
violations of Sections 15B(a)(5) and 15B(c)(1) of the Exchange Act [15 U.S.C. §§ 78o–4(a)(5)
and 78o–4(c)(1)] and MSRB Rule G-17, promulgated thereunder.
IV.
An order directing Defendants Malachi and Bingham to pay disgorgement of all ill-gotten
gains or unjust enrichment and to pay prejudgment interest on the amount ordered to be disgorged,
to effect the remedial purposes of the federal securitieslaws.
V.
An order pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]
imposing civil penalties against Defendants Malachi and Bingham.
14
VI.
Issue an order that retains jurisdiction over this action in order to implement and carry out
the terms of all orders and decrees that may have been entered or to entertain any suitable
application or motion by the Commission for additional relief within the jurisdiction of this Court.
VII.
Grant such other and further relief as this Court may deem just, equitable, and appropriate in
connection with the enforcement of the federal securities laws and for the protection of investors.
RESPECTFULLY SUBMITTED,
/s/Edward G. Sullivan
Edward G. Sullivan
Senior Trial Counsel
Georgia Bar No. 691140
/s/Justin Delfino
Justin Delfino
Senior Counsel
Georgia Bar No. 570206
COUNSEL FOR PLAINTIFF

U. S. SECURITIES AND EXCHANGE COMMISSION
950 East Paces Ferry Road, N.E., Suite 900
Atlanta, Georgia 30326
(404) 842-7612 (Sullivan)
(404) 942-0698 (Delfino)
sullivane@sec.gov
delfinoj@sec.gov
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Case 3:18-cv-00001-HSO-LRA Document 12 Filed 06/29/18 Page 1 of 6

UNITED STATES DISTRICT COURT

SECURITIES AND EXCHANGE COMMISSION,

MALACHI FINANCIAL PRODUCTS, INC. and

FINAL JUDGMENT AS TO DEFENDANT PORTER B. BINGHAM

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant Bingham is

instrumentalities of interstate commerce or of the mails while engaging in fraudulent, deceptive,

municipal financial products or the issuance of municipal securities.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

participation with Defendant or with anyone described in (a).

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

participation with Defendant or with anyone described in (a).

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

participation with Defendant or with anyone described in (a).

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

from a bank account via Pay.gov through the SEC website at

http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank

Commission, which shall be delivered or mailed to

Enterprise Services Center

pursuant to this Final Judgment.

Defendant shall simultaneously transmit photocopies of evidence of payment and case

monetary penalty to the Municipal Securities Rulemaking Board in accordance with

§15B(c)(9)(A) of the Exchange Act.

“Fund”), pending further order of the Court.

pursuant to this Final Judgment to the United States Treasury.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of

523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

SO ORDERED AND ADJUDGED, this the 29th day of June, 2018.

s/ Halil Suleyman Ozerden

UNITED STATES DISTRICT COURT

SECURITIES AND EXCHANGE COMMISSION,

MALACHI FINANCIAL PRODUCTS, INC. and

FINAL JUDGMENT AS TO DEFENDANT MALACHI FINANCIAL PRODUCTS, INC.

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant Malachi is

instrumentalities of interstate commerce or of the mails while engaging in fraudulent, deceptive,

municipal financial products or the issuance of municipal securities.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

participation with Defendant or with anyone described in (a).

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

participation with Defendant or with anyone described in (a).

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

participation with Defendant or with anyone described in (a).

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

disgorgement and prejudgment interest that is actually paid by Defendant Bingham.

from a bank account via Pay.gov through the SEC website at

http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank

Commission, which shall be delivered or mailed to

Enterprise Services Center

15B(c)(9)(A) of the Exchange Act.

Defendant shall simultaneously transmit photocopies of evidence of payment and case

of the funds shall be returned to Defendant.

to the United States Treasury.

judgment interest on any delinquent amounts pursuant to 28 U.S.C. § 1961.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court

SO ORDERED AND ADJUDGED, this the 29th day of June, 2018.

s/ Halil Suleyman Ozerden

IN THE UNITED STATES DISTRICT COURT

SECURITIES AND EXCHANGE