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On December 19, 2013, Rockville Bank, a Connecticut-chartered stock savings bank and wholly owned subsidiary of Rockville Financial, Inc., a Connecticut corporation, and United Bank, a federal savings association and wholly owned subsidiary of United Financial Bancorp, Inc., a Maryland corporation, filed an application pursuant to Sections 36a-412(b), 36a-126(a) and 36a-125 of the Connecticut General Statutes seeking approval for the merger of United Bank, with its main office located at 95 Elm Street, West Springfield, Massachusetts, with and into Rockville Bank, with its main office located at 25 Park Street, Rockville, Connecticut.  In connection with the merger, Rockville Bank shall change its name to “United Bank.”

On December 17, 2013, the Banking Commissioner issued an Order to Cease and Desist, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. CF-13-8064-S) against 1) Gregory Richard Imbruce of New Canaan, Connecticut; 2) investment fund Hunton Oil Partners LP and its general partner, Hunton Oil Genpar LLC; 3) investment fund Giddings Oil & Gas LP and its general partner Giddings Genpar LLC; and 4) investment fund Asym Energy Fund III LP and its general partner, Asym Capital III LLC.  Each partnership and its respective general partner maintained a business address in Stamford, Connecticut.  According to the action, respondent Imbruce occupied a control position and exercised critical decision making for the entities.

The action alleged that at designated times between 2009 and 2012, the partnerships offered and sold unregistered securities absent compliance with Section 36b-16 of the Connecticut Uniform Securities Act.  The action also alleged that the general partners transacted business as unregistered investment advisers in contravention of Section 36b-6(c)(1) of the Act; and that, in violation of Section 36b-6(c)(2) of the Act, respondent Imbruce transacted business as an unregistered investment adviser agent.  In addition, the action alleged that respondents violated the antifraud provisions of the Act by failing to disclose material facts to prospective limited partners, including disciplinary proceedings initiated by FINRA against respondent Imbruce relating to Imbruce’s activities while he was associated with Bernard l. Madoff Investment Securities LLC.  The action also claimed that, to induce several prospective limited partners to invest, respondent Imbruce represented to them that he personally invested in the affected limited partnership when that was not the case.  The action also alleged that the subscription agreements for two of the partnerships falsely represented that all applicable blue sky registration requirements had been fulfilled.

The Order to Cease and Desist and Notice of Intent to Fine also alleged that 1) respondent Imbruce violated Section 36b-23 of the Act by making a materially misleading statement to the Division; and 2) respondent Asym Energy Fund III LP employed an unregistered agent of issuer in violation of Section 36b-6(b) of the Act.

Each of the respondents was afforded an opportunity to request a hearing on the Order to Cease and Desist and Notice of Intent to Fine.