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| section_id ▼ | title_number | title_name | chapter | subchapter | part_number | part_name | subpart | subpart_name | section_number | section_heading | agency | authority | source_citation | amendment_citations | full_text |
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| 17:17:3.0.1.1.12.1.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1 | Subpart 229.1—General | § 229.10 (Item 10) General. | SEC | [47 FR 11401, Mar. 16, 1982, as amended at 52 FR 21260, June 5, 1987; 58 FR 14665, Mar. 18, 1993; 58 FR 62029, Nov. 23, 1993; 60 FR 32824, June 23, 1995; 64 FR 61443, Nov. 10, 1999; 68 FR 4831, Jan. 30, 2003; 70 FR 1593, Jan. 7, 2005; 73 FR 956, Jan. 4, 2008; 76 FR 46617, Aug. 3, 2011; 83 FR 32018, July 10, 2018; 83 FR 50209, Oct. 4, 2018; 84 FR 12716, Apr. 2, 2019; 85 FR 17241, Mar. 26, 2020; 86 FR 2126, Jan. 11, 2021; 89 FR 14315, Feb. 26, 2024] | (a) Application of Regulation S-K. This part (together with the General Rules and Regulations under the Securities Act of 1933, 15 U.S.C. 77a et seq., as amended ( Securities Act ), and the Securities Exchange Act of 1934, 15 U.S.C. 78a et seq., as amended ( Exchange Act ) (parts 230 and 240 of this chapter), the Interpretative Releases under these Acts (parts 231 and 241 of this chapter) and the forms under these Acts (parts 239 and 249 of this chapter)) states the requirements applicable to the content of the non-financial statement portions of: (1) Registration statements under the Securities Act (part 239 of this chapter) to the extent provided in the forms to be used for registration under such Act; and (2) Registration statements under section 12 (subpart C of part 249 of this chapter), annual or other reports under sections 13 and 15(d) (subparts D and E of part 249 of this chapter), going-private transaction statements under section 13 (part 240 of this chapter), tender offer statements under sections 13 and 14 (part 240 of this chapter), annual reports to security holders and proxy and information statements under section 14 (part 240 of this chapter), and any other documents required to be filed under the Exchange Act, to the extent provided in the forms and rules under that Act. (b) Commission policy on projections. The Commission encourages the use in documents specified in §§ 230.175 (Rule 175 under the Securities Act) and 240.3b-6 (Rule 3b-6 under the Exchange Act) of this chapter of management's projections of future economic performance that have a reasonable basis and are presented in an appropriate format. The guidelines set forth in this paragraph (b) represent the Commission's views on important factors to be considered in formulating and disclosing such projections. These guidelines also apply to projections of future economic performance of persons other than the registrant, such as the target company in a business combination transaction, that are included in the registrant's Com… | ||||
| 17:17:3.0.1.1.12.10.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.901 (Item 901) Definitions. | SEC | [56 FR 57247, Nov. 8, 1991, as amended at 59 FR 63682, Dec. 8, 1994] | For the purposes of this subpart 229.900: (a) General partner means the person or persons responsible under state law for managing or directing the management of the business and affairs of a partnership that is the subject of a roll-up transaction including, but not limited to, the general partner(s), board of directors, board of trustees, or other person(s) having a fiduciary duty to such partnership. (b)(1) Partnership means any: (i) Finite-life limited partnership; or (ii) Other finite-life entity. (2)(i) Except as provided in paragraph (b)(2)(ii) of this Item (§ 229.901(b)(2)(ii)), a limited partnership or other entity is “finite-life” if: (A) It operates as a conduit vehicle for investors to participate in the ownership of assets for a limited period of time; and (B) It has as a policy or purpose distributing to investors proceeds from the sale, financing or refinancing of assets or cash from operations, rather than reinvesting such proceeds or cash in the business (whether for the term of the entity or after an initial period of time following commencement of operations). (ii) A real estate investment trust as defined in I.R.C. section 856 is not finite-life solely because of the distribution to investors of net income as provided by the I.R.C. if its policies or purposes do not include the distribution to investors of proceeds from the sale, financing or refinancing of assets, rather than the reinvestment of such proceeds in the business. (3) Partnership does not include any entity registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq. ) or any Business Development Company as defined in section 2(a)(48) of that Act (15 U.S.C. 80a-2(a)(48)). (c)(1) Except as provided in paragraph (c)(2) or (c)(3) of this Item, (§ 229.901(c)(2) or (c)(3)) roll-up transaction means a transaction involving the combination or reorganization of one or more partnerships, directly or indirectly, in which some or all of the investors in any of such partnerships will receive new securities… | ||||
| 17:17:3.0.1.1.12.10.38.10 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.910 (Item 910) Fairness of the transaction. | SEC | (a) State whether the general partner reasonably believes that the roll-up transaction is fair or unfair to investors and the reasons for such belief. Such discussion must address the fairness of the roll-up transaction to investors in each of the partnerships and as a whole. If the roll-up transaction may be completed with a combination of partnerships consisting of less than all partnerships, or with portions of partnerships, the belief stated must address each possible combination. (b) Discuss in reasonable detail the material factors upon which the belief stated in paragraph (a) of this Item (§ 229.910) is based and, to the extent practicable, the weight assigned to each such factor. Such discussion should include an analysis of the extent, if any, to which such belief is based on the factors set forth in Instructions (2) and (3) to this Item (§ 229.910), paragraph (b)(1) of Item 909 of this subpart (§ 229.909(b)(1)) and Item 911 of this subpart (§ 229.911). This discussion also must: (1) Compare the value of the consideration to be received in the roll-up transaction to the value of the consideration that would be received pursuant to each of the alternatives discussed in response to Item 908(b) of this subpart (§ 229.908(b)); and (2) Describe any material differences among the partnerships (e.g., different types of assets or different investment objectives) relating to the fairness of the transaction. (c) If any offer of the type described in Instruction (2)(viii) to this Item (§ 229.910) has been received, describe such offer and state the reason(s) for its rejection. (d) Describe any factors known to the general partner that may affect materially the value of the consideration to be received by investors in the roll-up transaction, the values assigned to the partnerships for purposes of the comparisons to alternatives required by paragraph (b) of this Item (§ 229.910) and the fairness of the transaction to investors. (e) State whether the general partner's statements in response to paragraphs (a) an… | |||||
| 17:17:3.0.1.1.12.10.38.11 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.911 (Item 911) Reports, opinions and appraisals. | SEC | [56 FR 57247, Nov. 8, 1991, as amended at 59 FR 63683, Dec. 8, 1994] | (a)(1) All material reports, opinions or appraisals. State whether or not the general partner or sponsor has received any report, opinion (other than an opinion of counsel) or appraisal from an outside party which is materially related to the roll-up transaction including, but not limited to, any such report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered to investors in connection with the roll-up transaction or the fairness of such transaction to the general partner or investors. (2) With respect to any report, opinion or appraisal described in paragraph (a)(1) of this Item (§ 229.911); (i) Identify such outside party; (ii) Briefly describe the qualifications of such outside party; (iii) Describe the method of selection of such outside party; (iv) Describe any material relationship between: (A) The outside party or its affiliates; and (B) The general partner, sponsor, the successor or any of their affiliates, which existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of such relationship; (v) If such report, opinion or appraisal relates to the fairness of the consideration, state whether the general partner, sponsor or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of consideration to be paid. (vi) Furnish a summary concerning such report, opinion or appraisal which shall include, but not be limited to, the procedures followed; the findings and recommendations; the bases for and methods of arriving at such findings and recommendations; instructions received from the general partner, sponsor or its affiliates; and any limitation imposed by the general partner, sponsor or affiliate on the scope of the investigation. If any limitation was imposed by the general partner, sponsor or affiliate on the scope of the investigation, including, but not limited to, access to its personnel, premises, and releva… | ||||
| 17:17:3.0.1.1.12.10.38.12 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.912 (Item 912) Source and amount of funds and transactional expenses. | SEC | (a) State the source and total amount of funds or other consideration to be used in the roll-up transaction. (b)(1) Furnish a reasonably itemized statement of all expenses incurred or estimated to be incurred in connection with the roll-up transaction including, but not limited to, filing fees, legal, financial advisory, accounting and appraisal fees, solicitation expenses and printing costs. Identify the persons responsible for paying any or all of such expenses. (2) State whether or not any partnership subject to the roll-up transaction will be, directly or indirectly, responsible for any or all of the expenses of the transaction. If any partnership will be so responsible, state the amount to be provided by each partnership and the sources of capital to finance such amount. (c) If all or any part of the consideration to be used by the sponsor or successor in the roll-up transaction is expected to be, directly or indirectly, provided by any partnership, state the amount to be provided by each partnership and the sources of capital to finance such amount. (d) If all or any part of the funds or other consideration is, or is expected to be, directly or indirectly borrowed by the sponsor or successor for the purpose of the roll-up transaction: (1) Provide a summary of each such loan agreement containing the identity of the parties, the term, the collateral, the stated and effective interest rates, and other material terms or conditions; and (2) Briefly describe any plans or arrangements to finance or repay such borrowing, or, if no plans or arrangements have been made, make a statement to that effect. (e) If the source of all or any part of the funds to be used in the roll-up transaction is a loan made in the ordinary course of business by a bank as defined by section 3(a)(6) of the Exchange Act and section 13(d) or 14(d) is applicable to such transaction, the name of such bank shall not be made available to the public if the person filing the statement so requests in writing and files such request, naming su… | |||||
| 17:17:3.0.1.1.12.10.38.13 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.913 (Item 913) Other provisions of the transaction. | SEC | (a) State whether or not appraisal rights are provided under applicable state law, under the partnership's governing instruments or will be voluntarily accorded by the successor, the general partner or the sponsor (or any of their affiliates) in connection with the roll-up transaction. If so, summarize such appraisal rights. If appraisal rights will not be available to investors who object to the transaction, briefly outline the rights which may be available to such investors under such law. (b) If any provision has been made to allow investors to obtain access to the books and records of the partnership or to obtain counsel or appraisal services at the expense of the successor, the general partner, the partnership, the sponsor (or any of their affiliates), describe such provision. (c) Discuss the investors' rights under federal and state law to obtain a partnership's list of investors. | |||||
| 17:17:3.0.1.1.12.10.38.14 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.914 (Item 914) Pro forma financial statements: selected financial data. | SEC | [56 FR 57247, Nov. 8, 1991, as amended at 86 FR 2128, Jan. 11, 2021] | (a) In addition to the information required by § 229.302 (Item 302 of Regulation S-K), for each partnership proposed to be included in a roll-up transaction provide: cash and cash equivalents, total assets at book value, total assets at the value assigned for purposes of the roll-up transaction (if applicable), total liabilities, general and limited partners' equity, net increase (decrease) in cash and cash equivalents, net cash provided by operating activities, distributions; and per unit data for net income (loss), book value, value assigned for purposes of the roll-up transaction (if applicable), and distributions (separately identifying distributions that represent a return of capital). This information must be provided for the previous two fiscal years. Additional or other information must be provided if material to an understanding of each partnership proposed to be included in a roll-up transaction. (b) Provide pro forma financial information (including oil and gas reserves and cash flow disclosure, if appropriate), assuming: (1) All partnerships participate in the roll-up transaction; and (2) Participation in a roll-up transaction of those partnerships that on a combined basis have the lowest combined net cash provided by operating activities for the last fiscal year of such partnerships, provided participation by such partnerships satisfies all conditions to consummation of the roll-up transaction. If the combination of all partnerships proposed to be included in a roll-up transaction results in such lowest combined net cash provided by operating activities, this shall be noted and no separate pro forma financial statements are required. (c) The pro forma financial statements required by paragraph (b) of this Item (§ 229.914) shall disclose the effect of the roll-up transaction on the successor's: (1) Balance sheet as of the later of the end of the most recent fiscal year or the latest interim period; (2) Statement of income (with separate line items to reflect income (loss) excluding and includi… | ||||
| 17:17:3.0.1.1.12.10.38.15 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.915 (Item 915) Federal income tax consequences. | SEC | (a) Provide a brief, clear and understandable summary of the material Federal income tax consequences of the roll-up transaction and an investment in the successor. Where a tax opinion has been provided, briefly summarize the substance of such opinion, including identification of the material consequences upon which counsel has not been asked, or is unable, to opine. If any of the material Federal income tax consequences are not expected to be the same for investors in all partnerships, the differences shall be described. (b) State whether or not the opinion of counsel is included as an appendix to the prospectus. If filed as an exhibit to the registration statement and not included as an appendix to the prospectus, include a statement to the effect that, upon receipt of a written request by an investor or his representative who has been so designated in writing, a copy of the opinion of counsel will be transmitted promptly, without charge, by the general partner or sponsor. The statement should include the name and address of the person to whom investors should make their request. | |||||
| 17:17:3.0.1.1.12.10.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.902 (Item 902) Individual partnership supplements. | SEC | (a) If two or more entities are proposed to be included in the roll-up transaction, provide the information specified in this Item (§ 229.902) in a separate supplement to the disclosure document for each entity. (b) The separate supplement required by paragraph (a) of this Item (§ 229.902) shall be filed as part of the registration statement, shall be delivered with the prospectus to investors in the partnership covered thereby, and shall include: (1) A statement in the forepart of the supplement to the effect that: (i) Supplements have been prepared for each partnership; (ii) The effects of the roll-up transaction may be different for investors in the various partnerships; and (iii) Upon receipt of a written request by an investor or his representative who has been so designated in writing, a copy of any supplement will be transmitted promptly, without charge, by the general partner or sponsor. This statement must include the name and address of the person to whom investors should make their request. (2) A brief description of each material risk and effect of the roll-up transaction, including, but not limited to, federal income tax consequences, for investors in the partnership, with appropriate cross references to the discussions of the risks, effects and tax consequences of the roll-up transaction required in the principal disclosure document pursuant to Items 904 and 915 of this subpart (§§ 229.904 and 229.915). Such discussion shall address the effect of the roll-up transaction on the partnership's financial condition and results of operations. (3) A statement concerning whether the general partner reasonably believes that the roll-up transaction is fair or unfair to investors in the partnership, together with a brief discussion of the bases for such belief, with appropriate cross references to the discussion of the fairness of the roll-up transaction required in the principal disclosure document pursuant to Item 910 of this subpart (§ 229.910). If there are material differences between the fairness… | |||||
| 17:17:3.0.1.1.12.10.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.903 (Item 903) Summary. | SEC | (a) Provide in the forepart of the disclosure document a clear, concise and comprehensible summary of the roll-up transaction. (b) The summary required by paragraph (a) of this Item (§ 229.903) shall include a summary description of each of the following items, as well as any other material terms or consequences of the roll-up transaction necessary to an understanding of such transaction: (1) Each material risk and effect on investors, including, but not limited to: (i) Changes in the business plan, voting rights, cash distribution policies, form of ownership interest or management compensation; (ii) The general partner's conflicts of interest in connection with the roll-up transaction and in connection with the successor's future operations; and (iii) The likelihood that securities received by investors in the roll-up transaction will trade at prices substantially below the value assigned to such securities in the roll-up transaction and/or the value of the successor's assets; (2) The material terms of the roll-up transaction, including the valuation method used to allocate securities in the successor to investors in the partnerships; (3) Whether the general partner reasonably believes that the roll-up transaction is fair or unfair to investors in each partnership, including a brief discussion of the bases for such belief; (4) Any opinion from an outside party concerning the fairness of the roll-up transaction, including whether the opinion addresses the fairness of all possible combinations of partnerships or portions of partnerships, and contacts with any outside party concerning fairness opinions, valuations or reports in connection with the roll-up transaction required to be disclosed pursuant to Item 911(a)(5) of this subpart (§ 229.911(a)(5)); (5) The background of and reasons for the roll-up transaction, as well as alternatives to the roll-up transaction described in response to Item 908(b) of this subpart (§ 229.908(b)); (6) Rights of investors to exercise dissenters' or appraisal rights or sim… | |||||
| 17:17:3.0.1.1.12.10.38.4 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.904 (Item 904) Risk factors and other considerations. | SEC | (a) Immediately following the summary required by Item 903 of this subpart (§ 229.903), describe in reasonable detail each material risk and effect of the roll-up transaction on investors in each partnership, including, but not limited to: (1) The potential risks, adverse effects and benefits of the roll-up transaction for investors and for the general partner, including those which result from each matter described in response to Item 905 of this subpart (§ 229.905), with appropriate cross references to the comparative information required by Item 905; (2) The material risks arising from an investment in the successor; and (3) The likelihood that securities of the successor received by investors in the roll-up transaction will trade in the securities markets at a price substantially below the value assigned to such securities in the roll-up transaction and/or the value of the assets of the successor, and the effects on investors of such a trading market discount. (b) Quantify each risk or effect to the extent practicable. (c) State whether any of such risks or effects may be different for investors in any partnership and, if so, identify such partnership(s) and describe such difference(s). Instruction to Item 904. The requirement to quantify the effects of the roll-up transaction shall include, but not be limited to: (i) If cost savings resulting from combined administration of the partnerships is identified as a potential benefit of the roll-up transaction, the amount of cost savings and a comparison of such amount to the costs of the roll-up transaction; and (ii) If there may be a material conflict of interest of the sponsor or general partner arising from its receipt of payments or other consideration as a result of the roll-up transaction, the amount of such payments and other consideration to be obtained in the roll-up transaction and a comparison of such amounts to the amounts to which the sponsor or general partner would be entitled without the roll-up transaction. Instruction to Item 904. … | |||||
| 17:17:3.0.1.1.12.10.38.5 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.905 (Item 905) comparative information. | SEC | (a)(1) Describe the voting and other rights of investors in the successor under the successor's governing instruments and under applicable law. Compare such rights to the voting and other rights of investors in each partnership subject to the transaction under the partnerships' governing instruments and under applicable law. Describe the effects of the change(s) in such rights. (2) Describe the duties owed by the general partner of the successor to investors in the successor under the successor's governing instruments and under applicable law. Compare such duties to the duties owed by the general partner of each partnership to investors in the partnership under the partnership's governing instruments and under applicable law. Describe the effects of the change(s) in such duties. (b)(1) Describe each item of compensation (including reimbursement of expenses) payable by the successor after the roll-up transaction to the general partner and its affiliates or to any affiliate of the successor. Compare such compensation to the compensation currently payable to the general partner and its affiliates by each partnership. Describe the effects of the change(s) in compensation arrangements. (2) Describe each instance in which cash or other distributions may be made by the successor to the general partner and its affiliates or to any affiliate of the successor. Compare such distributions to the distributions currently paid or payable to the general partner and its affiliates by each partnership. Describe the effects of the change(s) in distribution arrangements. If distributions similar to those currently paid or payable by any partnership to the general partner or its affiliates will not be made by the successor, state whether or not other compensation arrangements with the successor described in response to paragraph (b)(1) of this Item (§ 229.905) (e.g., incentive fees payable upon sale of a property) will, in effect, replace such distributions. (3) Provide a table demonstrating the changes in such compensation and d… | |||||
| 17:17:3.0.1.1.12.10.38.6 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.906 (Item 906) Allocation of roll-up consideration. | SEC | (a) Describe in reasonable detail the method used to allocate interests in the successor to investors in the partnerships and the reasons why such method was used. (b) Provide a table showing the calculation of the valuation of each partnership and the allocation of interests in the successor to investors. Such table shall include for each partnership the following information (or other information of a comparable character necessary to an understanding of the calculation and allocation): (1) The value assigned to each significant category of assets of the partnership and the total value assigned to the partnership; (2) The total value assigned to all partnerships; (3) The aggregate amount of interests in the successor to be allocated to each partnership and the percentage of the total amount of all such interests represented thereby; and (4) The amount of interests of the successor to be issued to investors per interest held in each partnership (on an equivalent interest basis, such as per $1,000 invested). (c) If interests in the successor will be allocated to the general partner in exchange for its general partner interest or otherwise or if the general partner will receive other consideration in connection with the roll-up transaction: (1) Describe in reasonable detail the method used to allocate interests in the successor to the general partner or to determine the amount of consideration payable to the general partner and the reasons such method(s) was used; and (2) Identify the consideration paid by the general partner for interests in the partnerships that will be exchanged in the roll-up transaction. | |||||
| 17:17:3.0.1.1.12.10.38.7 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.907 (Item 907) Background of the roll-up transaction. | SEC | (a)(1) Furnish a summary of the background of the transaction. Such summary shall include, but not be limited to, a description of any contacts, negotiations or transactions concerning any of the following matters: (i) A merger, consolidation, or combination of any of the partnerships; (ii) An acquisition of any of the partnerships or a material amount of any of their assets; (iii) A tender offer for or other acquisition of securities of any class issued by any of the partnerships; or (iv) A change in control of any of the partnerships. (2) The summary required by paragraph (a)(1) of this Item shall: (i) Cover the period beginning with each partnership's second full fiscal year preceding the date of the filing of the roll-up transaction; (ii) Include contacts, negotiations or transactions between the general partner or its affiliates and any person who would have a direct interest in the matters listed in paragraphs (a)(1)(i)-(iv) of this Item; and (iii) Identify the person who initiated such contacts, negotiations or transactions. (b) Briefly describe the background of each partnership, including, but not limited to: (1) The amount of capital raised from investors, the extent to which net proceeds from the original offering of interests have been invested, the extent to which funds have been invested as planned and the amount not yet invested; and (2) The partnership's investment objectives and the extent to which the partnership has achieved its investment objectives. (c) Discuss whether the general partner (including any affiliated person materially dependent on the general partner's compensation arrangement with the partnership) or any partnership has experienced since the commencement of the most recently completed fiscal year or is likely to experience any material adverse financial developments. If so, describe such developments and the effect of the transaction on such matters. | |||||
| 17:17:3.0.1.1.12.10.38.8 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.908 (Item 908) Reasons for and alternatives to the roll-up transaction. | SEC | (a) Describe the reason(s) for the roll-up transaction. (b)(1) If the general partner or sponsor considered alternatives to the roll-up transaction being proposed, describe such alternative(s) and state the reason(s) for their rejection. (2) Whether or not described in response to paragraph (b)(1) of this Item (§ 229.908), describe in reasonable detail the potential alternative of continuation of the partnerships in accordance with their existing business plans, including the effects of such continuation and the material risks and benefits that likely would arise in connection therewith, and, if applicable, the general partner's reasons for not considering such alternative. (3) Whether or not described in response to paragraph (b)(1) of this Item (§ 229.908), describe in reasonable detail the potential alternative of liquidation of the partnerships, the procedures required to accomplish liquidation, the effects of liquidation, the material risks and benefits that likely would arise in connection with liquidation, and, if applicable, the general partner's reasons for not considering such alternative. (c) State the reasons for the structure of the roll-up transaction and for undertaking such transaction at this time. (d) State whether the general partner initiated the roll-up transaction and, if not, whether the general partner participated in the structuring of the transaction. (e) State whether the general partner recommends the roll-up transaction and briefly describe the reasons for such recommendation. | |||||
| 17:17:3.0.1.1.12.10.38.9 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.900 | Subpart 229.900—Roll-Up Transactions | § 229.909 (Item 909) Conflicts of interest. | SEC | (a) Briefly describe the general partner's fiduciary duties to each partnership subject to the roll-up transaction and each actual or potential material conflict of interest between the general partner and the investors relating to the roll-up transaction. (b)(1) State whether or not the general partner has retained an unaffiliated representative to act on behalf of investors for purposes of negotiating the terms of the roll-up transaction. If no such representative has been retained, describe the reasons therefor and the risks arising from the absence of separate representation. (2) If an unaffiliated representative has been retained to represent investors: (i) Identify such unaffiliated representative; (ii) Briefly describe the representative's qualifications, including a brief description of any other transaction similar to the roll-up transaction in which the representative has served in a similar capacity within the past five years; (iii) Describe the method of selection of such representative, including a statement as to whether or not any investors were consulted in the selection of the representative and, if so, the names of such investors; (iv) Describe the scope and terms of the engagement of the representative, including, but not limited to, what party will be responsible for paying the representative's fees and whether such fees are contingent upon the outcome of the roll-up transaction; (v) Describe any material relationship between the representative or its affiliates and: (A) The general partner, sponsor, any affiliate of the general partner or sponsor; or (B) Any other person having a material interest in the roll-up transaction, which existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of such relationship; (vi) Describe in reasonable detail the actions taken by the representative on behalf of investors; and (vii) Describe the fiduciary duties or other legal obligations of the representative to inve… | |||||
| 17:17:3.0.1.1.12.11.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1000 (Item 1000) Definitions. | SEC | The following definitions apply to the terms used in Regulation M-A (§§ 229.1000 through 229.1016), unless specified otherwise: (a) Associate has the same meaning as in § 240.12b-2 of this chapter; (b) Instruction C means General Instruction C to Schedule 13E-3 (§ 240.13e-100 of this chapter) and General Instruction C to Schedule TO (§ 240.14d-100 of this chapter); (c) Issuer tender offer has the same meaning as in § 240.13e-4(a)(2) of this chapter; (d) Offeror means any person who makes a tender offer or on whose behalf a tender offer is made; (e) Rule 13e-3 transaction has the same meaning as in § 240.13e-3(a)(3) of this chapter; (f) Subject company means the company or entity whose securities are sought to be acquired in the transaction (e.g., the target), or that is otherwise the subject of the transaction; (g) Subject securities means the securities or class of securities that are sought to be acquired in the transaction or that are otherwise the subject of the transaction; and (h) Third-party tender offer means a tender offer that is not an issuer tender offer. | |||||
| 17:17:3.0.1.1.12.11.38.10 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1009 (Item 1009) Persons/assets, retained, employed, compensated or used. | SEC | (a) Solicitations or recommendations. Identify all persons and classes of persons that are directly or indirectly employed, retained, or to be compensated to make solicitations or recommendations in connection with the transaction. Provide a summary of all material terms of employment, retainer or other arrangement for compensation. (b) Employees and corporate assets. Identify any officer, class of employees or corporate assets of the subject company that has been or will be employed or used by the filing person in connection with the transaction. Describe the purpose for their employment or use. Instruction to Item 1009(b) : Provide all information required by this Item except for the information required by paragraph (a) of this section and Item 1007 of Regulation M-A (§ 229.1007). Instruction to Item 1009(b) : Provide all information required by this Item except for the information required by paragraph (a) of this section and Item 1007 of Regulation M-A (§ 229.1007). | |||||
| 17:17:3.0.1.1.12.11.38.11 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1010 (Item 1010) Financial statements. | SEC | [64 FR 61443, Nov. 10, 1999, as amended at 83 FR 50211, Oct. 4, 2018] | (a) Financial information. Furnish the following financial information: (1) Audited financial statements for the two fiscal years required to be filed with the company's most recent annual report under sections 13 and 15(d) of the Exchange Act (15 U.S.C. 78m; 15 U.S.C. 78o); (2) Unaudited balance sheets, comparative year-to-date statements of comprehensive income (as defined in § 210.1-02 of Regulation S-X of this chapter) and related earnings per share data and statements of cash flows required to be included in the company's most recent quarterly report filed under the Exchange Act; and (3) [Reserved] (4) Book value per share as of the date of the most recent balance sheet presented. (b) Pro forma information. If material, furnish pro forma information disclosing the effect of the transaction on: (1) The company's balance sheet as of the date of the most recent balance sheet presented under paragraph (a) of this section; (2) The company's statement of comprehensive income and earnings per share for the most recent fiscal year and the latest interim period provided under paragraph (a)(2) of this section; and (3) The company's book value per share as of the date of the most recent balance sheet presented under paragraph (a) of this section. (c) Summary information. Furnish a fair and adequate summary of the information specified in paragraphs (a) and (b) of this section for the same periods specified. A fair and adequate summary includes: (1) The summarized financial information specified in § 210.1-02(bb)(1) of this chapter; (2) Income per common share from continuing operations (basic and diluted, if applicable); (3) Net income per common share (basic and diluted, if applicable); (4) [Reserved] (5) Book value per share as of the date of the most recent balance sheet; and (6) If material, pro forma data for the summarized financial information specified in paragraphs (c)(1) through (c)(5) of this section disclosing the effect of the transaction. | ||||
| 17:17:3.0.1.1.12.11.38.12 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1011 (Item 1011) Additional information. | SEC | [64 FR 61443, Nov. 10, 1999, as amended at 76 FR 6044, Feb. 2, 2011; 82 FR 17553, Apr. 12, 2017] | (a) Agreements, regulatory requirements and legal proceedings. If material to a security holder's decision whether to sell, tender or hold the securities sought in the tender offer, furnish the following information: (1) Any present or proposed material agreement, arrangement, understanding or relationship between the offeror or any of its executive officers, directors, controlling persons or subsidiaries and the subject company or any of its executive officers, directors, controlling persons or subsidiaries (other than any agreement, arrangement or understanding disclosed under any other sections of Regulation M-A (§§ 229.1000 through 229.1016)); Instruction to paragraph (a)(1) : In an issuer tender offer disclose any material agreement, arrangement, understanding or relationship between the offeror and any of its executive officers, directors, controlling persons or subsidiaries. Instruction to paragraph (a)(1) : In an issuer tender offer disclose any material agreement, arrangement, understanding or relationship between the offeror and any of its executive officers, directors, controlling persons or subsidiaries. (2) To the extent known by the offeror after reasonable investigation, the applicable regulatory requirements which must be complied with or approvals which must be obtained in connection with the tender offer; (3) The applicability of any anti-trust laws; (4) The applicability of margin requirements under section 7 of the Act (15 U.S.C. 78g) and the applicable regulations; and (5) Any material pending legal proceedings relating to the tender offer, including the name and location of the court or agency in which the proceedings are pending, the date instituted, the principal parties, and a brief summary of the proceedings and the relief sought. Instruction to Item 1011(a)(5) : A copy of any document relating to a major development (such as pleadings, an answer, complaint, temporary restraining order, injunction, opinion, judgment or order) in a material pending legal proceeding must be furni… | ||||
| 17:17:3.0.1.1.12.11.38.13 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1012 (Item 1012) The solicitation or recommendation. | SEC | (a) Solicitation or recommendation. State the nature of the solicitation or the recommendation. If this statement relates to a recommendation, state whether the filing person is advising holders of the subject securities to accept or reject the tender offer or to take other action with respect to the tender offer and, if so, describe the other action recommended. If the filing person is the subject company and is not making a recommendation, state whether the subject company is expressing no opinion and is remaining neutral toward the tender offer or is unable to take a position with respect to the tender offer. (b) Reasons. State the reasons for the position (including the inability to take a position) stated in paragraph (a) of this section. Conclusory statements such as “The tender offer is in the best interests of shareholders” are not considered sufficient disclosure. (c) Intent to tender. To the extent known by the filing person after making reasonable inquiry, state whether the filing person or any executive officer, director, affiliate or subsidiary of the filing person currently intends to tender, sell or hold the subject securities that are held of record or beneficially owned by that person. (d) Intent to tender or vote in a going-private transaction. To the extent known by the filing person after making reasonable inquiry, state whether or not any executive officer, director or affiliate of the issuer (or any person specified in Instruction C to the schedule) currently intends to tender or sell subject securities owned or held by that person and/or how each person currently intends to vote subject securities, including any securities the person has proxy authority for. State the reasons for the intended action. Instruction to Item 1012(d) : Provide the information required by this section if it is available to the filing person at the time the statement is initially filed with the Commission. If the information is not available, it must be filed with the Commission promptly, but in no even… | |||||
| 17:17:3.0.1.1.12.11.38.14 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1013 (Item 1013) Purposes, alternatives, reasons and effects in a going-private transaction. | SEC | (a) Purposes. State the purposes for the Rule 13e-3 transaction. (b) Alternatives. If the subject company or affiliate considered alternative means to accomplish the stated purposes, briefly describe the alternatives and state the reasons for their rejection. (c) Reasons. State the reasons for the structure of the Rule 13e-3 transaction and for undertaking the transaction at this time. (d) Effects. Describe the effects of the Rule 13e-3 transaction on the subject company, its affiliates and unaffiliated security holders, including the federal tax consequences of the transaction. Instructions to Item 1013 : 1. Conclusory statements will not be considered sufficient disclosure in response to this section. 2. The description required by paragraph (d) of this section must include a reasonably detailed discussion of both the benefits and detriments of the Rule 13e-3 transaction to the subject company, its affiliates and unaffiliated security holders. The benefits and detriments of the Rule 13e-3 transaction must be quantified to the extent practicable. 3. If this statement is filed by an affiliate of the subject company, the description required by paragraph (d) of this section must include, but not be limited to, the effect of the Rule 13e-3 transaction on the affiliate's interest in the net book value and net earnings of the subject company in terms of both dollar amounts and percentages. Instructions to Item 1013 : 1. Conclusory statements will not be considered sufficient disclosure in response to this section. 2. The description required by paragraph (d) of this section must include a reasonably detailed discussion of both the benefits and detriments of the Rule 13e-3 transaction to the subject company, its affiliates and unaffiliated security holders. The benefits and detriments of the Rule 13e-3 transaction must be quantified to the extent practicable. 3. If this statement is filed by an affiliate of the subject company, the description required by paragraph (d) of this section must include… | |||||
| 17:17:3.0.1.1.12.11.38.15 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1014 (Item 1014) Fairness of the going-private transaction. | SEC | (a) Fairness. State whether the subject company or affiliate filing the statement reasonably believes that the Rule 13e-3 transaction is fair or unfair to unaffiliated security holders. If any director dissented to or abstained from voting on the Rule 13e-3 transaction, identify the director, and indicate, if known, after making reasonable inquiry, the reasons for the dissent or abstention. (b) Factors considered in determining fairness. Discuss in reasonable detail the material factors upon which the belief stated in paragraph (a) of this section is based and, to the extent practicable, the weight assigned to each factor. The discussion must include an analysis of the extent, if any, to which the filing person's beliefs are based on the factors described in Instruction 2 of this section, paragraphs (c), (d) and (e) of this section and Item 1015 of Regulation M-A (§ 229.1015). (c) Approval of security holders. State whether or not the transaction is structured so that approval of at least a majority of unaffiliated security holders is required. (d) Unaffiliated representative. State whether or not a majority of directors who are not employees of the subject company has retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Rule 13e-3 transaction and/or preparing a report concerning the fairness of the transaction. (e) Approval of directors. State whether or not the Rule 13e-3 transaction was approved by a majority of the directors of the subject company who are not employees of the subject company. (f) Other offers. If any offer of the type described in paragraph (viii) of Instruction 2 to this section has been received, describe the offer and state the reasons for its rejection. Instructions to Item 1014 : 1. A statement that the issuer or affiliate has no reasonable belief as to the fairness of the Rule 13e-3 transaction to unaffiliated security holders will not be considered sufficient disclosure in respons… | |||||
| 17:17:3.0.1.1.12.11.38.16 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1015 (Item 1015) Reports, opinions, appraisals and negotiations. | SEC | (a) Report, opinion or appraisal. State whether or not the subject company or affiliate has received any report, opinion (other than an opinion of counsel) or appraisal from an outside party that is materially related to the Rule 13e-3 transaction, including, but not limited to: Any report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered to security holders or the fairness of the transaction to the issuer or affiliate or to security holders who are not affiliates. (b) Preparer and summary of the report, opinion or appraisal. For each report, opinion or appraisal described in response to paragraph (a) of this section or any negotiation or report described in response to Item 1014(d) of Regulation M-A (§ 229.1014) or Item 14(b)(6) of Schedule 14A (§ 240.14a-101 of this chapter) concerning the terms of the transaction: (1) Identify the outside party and/or unaffiliated representative; (2) Briefly describe the qualifications of the outside party and/or unaffiliated representative; (3) Describe the method of selection of the outside party and/or unaffiliated representative; (4) Describe any material relationship that existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of the relationship between: (i) The outside party, its affiliates, and/or unaffiliated representative; and (ii) The subject company or its affiliates; (5) If the report, opinion or appraisal relates to the fairness of the consideration, state whether the subject company or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of consideration to be paid; and (6) Furnish a summary concerning the negotiation, report, opinion or appraisal. The summary must include, but need not be limited to, the procedures followed; the findings and recommendations; the bases for and methods of arriving at such findings and recommendations; instructions received f… | |||||
| 17:17:3.0.1.1.12.11.38.17 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1016 (Item 1016) Exhibits. | SEC | [84 FR 12720, Apr. 2, 2019] | File as an exhibit to the schedule: (a) Any disclosure materials furnished to security holders by or on behalf of the filing person, including: (1) Tender offer materials (including transmittal letter); (2) Solicitation or recommendation (including those referred to in Item 1012 of Regulation M-A (§ 229.1012)); (3) Going-private disclosure document; (4) Prospectus used in connection with an exchange offer where securities are registered under the Securities Act of 1933; and (5) Any other disclosure materials; (b) Any loan agreement referred to in response to Item 1007(d) of Regulation M-A (§ 229.1007(d)); Instruction to Item 1016(b) : If the filing relates to a third-party tender offer and a request is made under Item 1007(d) of Regulation M-A (§ 229.1007(d)), the identity of the bank providing financing may be omitted from the loan agreement filed as an exhibit. Instruction to Item 1016(b) : If the filing relates to a third-party tender offer and a request is made under Item 1007(d) of Regulation M-A (§ 229.1007(d)), the identity of the bank providing financing may be omitted from the loan agreement filed as an exhibit. (c) Any report, opinion or appraisal referred to in response to Item 1014(d) or Item 1015 of Regulation M-A (§ 229.1014(d) or § 229.1015); (d) Any document setting forth the terms of any agreement, arrangement, understanding or relationship referred to in response to Item 1005(e) or Item 1011(a)(1) of Regulation M-A (§ 229.1005(e) or § 229.1011(a)(1)); (e) Any agreement, arrangement or understanding referred to in response to § 229.1005(d), or the pertinent portions of any proxy statement, report or other communication containing the disclosure required by Item 1005(d) of Regulation M-A (§ 229.1005(d)); (f) A detailed statement describing security holders' appraisal rights and the procedures for exercising those appraisal rights referred to in response to Item 1004(d) of Regulation M-A (§ 229.1004(d)); (g) Any written instruction, form or other material that is furnished to persons … | ||||
| 17:17:3.0.1.1.12.11.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1001 (Item 1001) Summary term sheet. | SEC | Summary term sheet. Provide security holders with a summary term sheet that is written in plain English. The summary term sheet must briefly describe in bullet point format the most material terms of the proposed transaction. The summary term sheet must provide security holders with sufficient information to understand the essential features and significance of the proposed transaction. The bullet points must cross-reference a more detailed discussion contained in the disclosure document that is disseminated to security holders. Instructions to Item 1001: 1. The summary term sheet must not recite all information contained in the disclosure document that will be provided to security holders. The summary term sheet is intended to serve as an overview of all material matters that are presented in the accompanying documents provided to security holders. 2. The summary term sheet must begin on the first or second page of the disclosure document provided to security holders. 3. Refer to Rule 421(b) and (d) of Regulation C of the Securities Act (§ 230.421 of this chapter) for a description of plain English disclosure. Instructions to Item 1001: 1. The summary term sheet must not recite all information contained in the disclosure document that will be provided to security holders. The summary term sheet is intended to serve as an overview of all material matters that are presented in the accompanying documents provided to security holders. 2. The summary term sheet must begin on the first or second page of the disclosure document provided to security holders. 3. Refer to Rule 421(b) and (d) of Regulation C of the Securities Act (§ 230.421 of this chapter) for a description of plain English disclosure. | |||||
| 17:17:3.0.1.1.12.11.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1002 (Item 1002) Subject company information. | SEC | (a) Name and address. State the name of the subject company (or the issuer in the case of an issuer tender offer), and the address and telephone number of its principal executive offices. (b) Securities. State the exact title and number of shares outstanding of the subject class of equity securities as of the most recent practicable date. This may be based upon information in the most recently available filing with the Commission by the subject company unless the filing person has more current information. (c) Trading market and price. Identify the principal market in which the subject securities are traded and state the high and low sales prices for the subject securities in the principal market (or, if there is no principal market, the range of high and low bid quotations and the source of the quotations) for each quarter during the past two years. If there is no established trading market for the securities (except for limited or sporadic quotations), so state. (d) Dividends. State the frequency and amount of any dividends paid during the past two years with respect to the subject securities. Briefly describe any restriction on the subject company's current or future ability to pay dividends. If the filing person is not the subject company, furnish this information to the extent known after making reasonable inquiry. (e) Prior public offerings. If the filing person has made an underwritten public offering of the subject securities for cash during the past three years that was registered under the Securities Act of 1933 or exempt from registration under Regulation A (§ 230.251 through § 230.263 of this chapter), state the date of the offering, the amount of securities offered, the offering price per share (adjusted for stock splits, stock dividends, etc. as appropriate) and the aggregate proceeds received by the filing person. (f) Prior stock purchases. If the filing person purchased any subject securities during the past two years, state the amount of the securities purchased, the range of pri… | |||||
| 17:17:3.0.1.1.12.11.38.4 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1003 (Item 1003) Identity and background of filing person. | SEC | (a) Name and address. State the name, business address and business telephone number of each filing person. Also state the name and address of each person specified in Instruction C to the schedule (except for Schedule 14D-9 (§ 240.14d-101 of this chapter)). If the filing person is an affiliate of the subject company, state the nature of the affiliation. If the filing person is the subject company, so state. (b) Business and background of entities. If any filing person (other than the subject company) or any person specified in Instruction C to the schedule is not a natural person, state the person's principal business, state or other place of organization, and the information required by paragraphs (c)(3) and (c)(4) of this section for each person. (c) Business and background of natural persons. If any filing person or any person specified in Instruction C to the schedule is a natural person, provide the following information for each person: (1) Current principal occupation or employment and the name, principal business and address of any corporation or other organization in which the employment or occupation is conducted; (2) Material occupations, positions, offices or employment during the past five years, giving the starting and ending dates of each and the name, principal business and address of any corporation or other organization in which the occupation, position, office or employment was carried on; (3) A statement whether or not the person was convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors). If the person was convicted, describe the criminal proceeding, including the dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case; (4) A statement whether or not the person was a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order en… | |||||
| 17:17:3.0.1.1.12.11.38.5 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1004 (Item 1004) Terms of the transaction. | SEC | (a) Material terms. State the material terms of the transaction. (1) Tender offers. In the case of a tender offer, the information must include: (i) The total number and class of securities sought in the offer; (ii) The type and amount of consideration offered to security holders; (iii) The scheduled expiration date; (iv) Whether a subsequent offering period will be available, if the transaction is a third-party tender offer; (v) Whether the offer may be extended, and if so, how it could be extended; (vi) The dates before and after which security holders may withdraw securities tendered in the offer; (vii) The procedures for tendering and withdrawing securities; (viii) The manner in which securities will be accepted for payment; (ix) If the offer is for less than all securities of a class, the periods for accepting securities on a pro rata basis and the offeror's present intentions in the event that the offer is oversubscribed; (x) An explanation of any material differences in the rights of security holders as a result of the transaction, if material; (xi) A brief statement as to the accounting treatment of the transaction, if material; and (xii) The federal income tax consequences of the transaction, if material. (2) Mergers or similar transactions. In the case of a merger or similar transaction, the information must include: (i) A brief description of the transaction; (ii) The consideration offered to security holders; (iii) The reasons for engaging in the transaction; (iv) The vote required for approval of the transaction; (v) An explanation of any material differences in the rights of security holders as a result of the transaction, if material; (vi) A brief statement as to the accounting treatment of the transaction, if material; and (vii) The federal income tax consequences of the transaction, if material. Instruction to Item 1004(a) : If the consideration offered includes securities exempt from registration under the Securities Act of 1933, provide a description of the securitie… | |||||
| 17:17:3.0.1.1.12.11.38.6 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1005 (Item 1005) Past contacts, transactions, negotiations and agreements. | SEC | (a) Transactions. Briefly state the nature and approximate dollar amount of any transaction, other than those described in paragraphs (b) or (c) of this section, that occurred during the past two years, between the filing person (including any person specified in Instruction C of the schedule) and; (1) The subject company or any of its affiliates that are not natural persons if the aggregate value of the transactions is more than one percent of the subject company's consolidated revenues for: (i) The fiscal year when the transaction occurred; or (ii) The past portion of the current fiscal year, if the transaction occurred in the current year; and Instruction to Item 1005(a)(1) : The information required by this Item may be based on information in the subject company's most recent filing with the Commission, unless the filing person has reason to believe the information is not accurate. Instruction to Item 1005(a)(1) : The information required by this Item may be based on information in the subject company's most recent filing with the Commission, unless the filing person has reason to believe the information is not accurate. (2) Any executive officer, director or affiliate of the subject company that is a natural person if the aggregate value of the transaction or series of similar transactions with that person exceeds $60,000. (b) Significant corporate events. Describe any negotiations, transactions or material contacts during the past two years between the filing person (including subsidiaries of the filing person and any person specified in Instruction C of the schedule) and the subject company or its affiliates concerning any: (1) Merger; (2) Consolidation; (3) Acquisition; (4) Tender offer for or other acquisition of any class of the subject company's securities; (5) Election of the subject company's directors; or (6) Sale or other transfer of a material amount of assets of the subject company. (c) Negotiations or contacts. Describe any negotiations or material contacts concerning the mat… | |||||
| 17:17:3.0.1.1.12.11.38.7 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1006 (Item 1006) Purposes of the transaction and plans or proposals. | SEC | (a) Purposes. State the purposes of the transaction. (b) Use of securities acquired. Indicate whether the securities acquired in the transaction will be retained, retired, held in treasury, or otherwise disposed of. (c) Plans. Describe any plans, proposals or negotiations that relate to or would result in: (1) Any extraordinary transaction, such as a merger, reorganization or liquidation, involving the subject company or any of its subsidiaries; (2) Any purchase, sale or transfer of a material amount of assets of the subject company or any of its subsidiaries; (3) Any material change in the present dividend rate or policy, or indebtedness or capitalization of the subject company; (4) Any change in the present board of directors or management of the subject company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer; (5) Any other material change in the subject company's corporate structure or business, including, if the subject company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940 (15 U.S.C. 80a-13); (6) Any class of equity securities of the subject company to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotations system operated by a national securities association; (7) Any class of equity securities of the subject company becoming eligible for termination of registration under section 12(g)(4) of the Act (15 U.S.C. 78 l ); (8) The suspension of the subject company's obligation to file reports under Section 15(d) of the Act (15 U.S.C. 78o); (9) The acquisition by any person of additional securities of the subject company, or the disposition of securities of the subject company; or (10) Any changes in the subj… | |||||
| 17:17:3.0.1.1.12.11.38.8 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1007 (Item 1007) Source and amount of funds or other consideration. | SEC | (a) Source of funds. State the specific sources and total amount of funds or other consideration to be used in the transaction. If the transaction involves a tender offer, disclose the amount of funds or other consideration required to purchase the maximum amount of securities sought in the offer. (b) Conditions. State any material conditions to the financing discussed in response to paragraph (a) of this section. Disclose any alternative financing arrangements or alternative financing plans in the event the primary financing plans fall through. If none, so state. (c) Expenses. Furnish a reasonably itemized statement of all expenses incurred or estimated to be incurred in connection with the transaction including, but not limited to, filing, legal, accounting and appraisal fees, solicitation expenses and printing costs and state whether or not the subject company has paid or will be responsible for paying any or all expenses. (d) Borrowed funds. If all or any part of the funds or other consideration required is, or is expected, to be borrowed, directly or indirectly, for the purpose of the transaction: (1) Provide a summary of each loan agreement or arrangement containing the identity of the parties, the term, the collateral, the stated and effective interest rates, and any other material terms or conditions of the loan; and (2) Briefly describe any plans or arrangements to finance or repay the loan, or, if no plans or arrangements have been made, so state. Instruction to Item 1007(d) : If the transaction is a third-party tender offer and the source of all or any part of the funds used in the transaction is to come from a loan made in the ordinary course of business by a bank as defined by section 3(a)(6) of the Act (15 U.S.C. 78c), the name of the bank will not be made available to the public if the filing person so requests in writing and files the request, naming the bank, with the Secretary of the Commission. Instruction to Item 1007(d) : If the transaction is a third-party tender offer and the… | |||||
| 17:17:3.0.1.1.12.11.38.9 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1000 | Subpart 229.1000—Mergers and Acquisitions (Regulation M-A) | § 229.1008 (Item 1008) Interest in securities of the subject company. | SEC | (a) Securities ownership. State the aggregate number and percentage of subject securities that are beneficially owned by each person named in response to Item 1003 of Regulation M-A (§ 229.1003) and by each associate and majority-owned subsidiary of those persons. Give the name and address of any associate or subsidiary. Instructions to Item 1008(a). 1. For purposes of this section, beneficial ownership is determined in accordance with Rule 13d-3 (§ 240.13d-3 of this chapter) under the Exchange Act. Identify the shares that the person has a right to acquire. 2. The information required by this section may be based on the number of outstanding securities disclosed in the subject company's most recently available filing with the Commission, unless the filing person has more current information. 3. The information required by this section with respect to officers, directors and associates of the subject company must be given to the extent known after making reasonable inquiry. Instructions to Item 1008(a). 1. For purposes of this section, beneficial ownership is determined in accordance with Rule 13d-3 (§ 240.13d-3 of this chapter) under the Exchange Act. Identify the shares that the person has a right to acquire. 2. The information required by this section may be based on the number of outstanding securities disclosed in the subject company's most recently available filing with the Commission, unless the filing person has more current information. 3. The information required by this section with respect to officers, directors and associates of the subject company must be given to the extent known after making reasonable inquiry. (b) Securities transactions. Describe any transaction in the subject securities during the past 60 days. The description of transactions required must include, but not necessarily be limited to: (1) The identity of the persons specified in the Instruction to this section who effected the transaction; (2) The date of the transaction; (3) The amount of securities involved;… | |||||
| 17:17:3.0.1.1.12.12.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1100 (Item 1100) General. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 70 FR 72373, Dec. 5, 2005; 79 FR 57313, Sept. 24, 2014; 80 FR 6652, Feb. 6, 2015; 81 FR 40512, June 22, 2016; 84 FR 12720, Apr. 2, 2019; 85 FR 22003, Apr. 20, 2020] | (a) Application of Regulation AB. Regulation AB (§§ 229.1100 through 229.1125) is the source of various disclosure items and requirements for “asset-backed securities” filings under the Securities Act of 1933 (15 U.S.C. 77a et seq. ) (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78a et seq. ). Unless otherwise specified, definitions to be used in this Regulation AB, including the definition of “asset-backed security,” are set forth in Item 1101. (b) Presentation of historical delinquency and loss information. Several Items in Regulation AB call for the presentation of historical information and data on delinquencies and loss information. In providing such information: (1) Present delinquency experience in 30 or 31 day increments, as applicable, beginning at least with assets that are 30 or 31 days delinquent, as applicable, through the point that assets are written off or charged off as uncollectible. At a minimum, present such information by number of accounts and dollar amount. Present statistical information in a tabular or graphical format, if such presentation will aid understanding. (2) Disclose the total amount of delinquent assets as a percentage of the aggregate asset pool. (3) Present loss and cumulative loss information, as applicable, regarding charge-offs, charge-off rate, gross losses, recoveries and net losses (with a description of how these terms are defined), the number and amount of assets experiencing a loss and the number and amount of assets with a recovery, the ratio of aggregate net losses to average portfolio balance and the average of net loss on all assets that have experienced a net loss. (4) Categorize all delinquency and loss information by pool asset type. (5) In a registration statement under the Securities Act or the Exchange Act or in a prospectus to be filed pursuant to § 230.424, describe how delinquencies, charge-offs and uncollectible accounts are defined or determined, addressing the effect of any grace period, re-… | ||||
| 17:17:3.0.1.1.12.12.38.10 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1109 (Item 1109) Trustees and other transaction parties. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014] | (a) Trustees. Provide the following information for each trustee: (1) State the trustee's name and describe the trustee's form of organization. (2) Describe to what extent the trustee has had prior experience serving as a trustee for asset-backed securities transactions involving similar pool assets, if applicable. (3) Describe the trustee's duties and responsibilities regarding the asset-backed securities under the governing documents and under applicable law. In addition, describe any actions required by the trustee, including whether notices are required to investors, rating agencies or other third parties, upon an event of default, potential event of default (and how defined) or other breach of a transaction covenant and any required percentage of a class or classes of asset-backed securities that is needed to require the trustee to take action. (4) Describe any limitations on the trustee's liability under the transaction agreements regarding the asset-backed securities transaction. (5) Describe any indemnification provisions that entitle the trustee to be indemnified from the cash flow that otherwise would be used to pay the asset-backed securities. (6) Describe any contractual provisions or understandings regarding the trustee's removal, replacement or resignation, as well as how the expenses associated with changing from one trustee to another trustee will be paid. Instruction to Item 1109. If multiple trustees are involved in the transaction, provide a description of the roles and responsibilities of each trustee. Instruction to Item 1109. If multiple trustees are involved in the transaction, provide a description of the roles and responsibilities of each trustee. (b) Asset representations reviewer. Provide the following for each asset representations reviewer: (1) State the asset representations reviewer's name and describe its form of organization. (2) Describe to what extent the asset representations reviewer has had prior experience serving as an asset representations reviewer for ass… | ||||
| 17:17:3.0.1.1.12.12.38.11 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1110 (Item 1110) Originators. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014] | (a) Identify any originator or group of affiliated originators, apart from the sponsor or its affiliates, that originated, or is expected to originate, 10% or more of the pool assets. Also identify any originator(s) originating less than 10% of the pool assets if the cumulative amount originated by parties other than the sponsor or its affiliates is more than 10% of the pool assets. (b) Provide the following information for any originator or group of affiliated originators, apart from the sponsor or its affiliates, that originated, or is expected to originate, 20% or more of the pool assets: (1) The originator's form of organization. (2) To the extent material, a description of the originator's origination program and how long the originator has been engaged in originating assets. The description must include a discussion of the originator's experience in originating assets of the type included in the current transaction. In providing the description, include, if material, information regarding the size and composition of the originator's origination portfolio as well as information material to an analysis of the performance of the pool assets, such as the originator's credit-granting or underwriting criteria for the asset types being securitized. (3) Describe any interest that the originator, or any affiliate of the originator, has retained in the transaction, including the amount and nature of that interest. Disclose any hedge (security specific or portfolio) materially related to the credit risk of the securities that was entered into by the originator or, if known, by an affiliate of the originator to offset the risk position held. Instruction to Item 1110(b)(3). The disclosure required under this item shall separately state the amount and nature of any interest or asset retained in compliance with law, including any amounts that are retained by parties other than the originator in order to satisfy such requirements. Instruction to Item 1110(b)(3). The disclosure required under this item shall separat… | ||||
| 17:17:3.0.1.1.12.12.38.12 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1111 (Item 1111) Pool assets. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4243, Jan. 25, 2011; 79 FR 57315, Sept. 24, 2014] | Describe the pool assets, including the information required by this Item 1111. Present statistical information in tabular or graphical format, if such presentation will aid understanding. Present statistical information in appropriate distributional groups or incremental ranges in addition to presenting appropriate overall pool totals, averages and weighted averages, if such presentation will aid in the understanding of the data. In addition to presenting the number, amount and percentage of pool assets by distributional group or range, also provide statistical information for each group or range by variables, to the extent material, such as, average balance, weighted average coupon, average age and remaining term, average loan-to-value or similar ratio and weighted average standardized credit score or other applicable measure of obligor credit quality. These variables are just examples and should be tailored to the particular asset class backing the asset-backed securities. Consider providing minimums and maximums when presenting averages on an aggregate basis and within each group or range. In addition, provide historical data on the pool assets as appropriate (e.g., the lesser of three years or the time such assets have existed) to allow material evaluation of the pool data. In making any calculations regarding overall pool balances, disregard any funds set aside for a prefunding account. (a) Information regarding pool asset types and selection criteria. Provide the following information: (1) A brief description of the type or types of pool assets to be securitized. (2) A general description of the material terms of the pool assets. (3) A description of the solicitation, credit-granting or underwriting criteria used to originate or purchase the pool assets, including, to the extent known, any changes in such criteria and the extent to which such policies and criteria are or could be overridden. (4) The method and criteria by which the pool assets were selected for the transaction. (5) The cut-off date… | ||||
| 17:17:3.0.1.1.12.12.38.13 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1112 (Item 1112) Significant obligors of pool assets. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014; 85 FR 22003, Apr. 20, 2020; 86 FR 2129, Jan. 11, 2021] | (a) Descriptive information. Provide the following information for each significant obligor: (1) The name of the obligor. (2) The organizational form and general character of the business of the obligor. (3) The nature of the concentration of the pool assets with the obligor. (4) The material terms of the pool assets and the agreements with the obligor involving the pool assets. (b) Financial information. (1) If the pool assets relating to a significant obligor represent 10% or more, but less than 20%, of the asset pool, provide summarized financial information, as defined by § 210.1-02(bb) of this chapter (Rule 1-02(bb) of Regulation S-X), for the significant obligor for each of the last three fiscal years (or the life of the significant obligor and its predecessors, if less), provided, however, that for a significant obligor under § 229.1101(k)(2) (Item 1101(k)(2) of Regulation AB), only net operating income for the most recent fiscal year and interim period is required. (2) If pool assets relating to a significant obligor represent 20% or more of the asset pool, provide financial statements meeting the requirements of §§ 210.1-01 through 210.13-02 (Regulation S-X) of this chapter, except §§ 210.3-05 (Rule 3-05) and 210.11-01 through 210.11-03 (Article 11 of Regulation S-X) of this chapter, of the significant obligor. Financial statements of such obligor and its subsidiaries consolidated (as required by § 240.14a-3(b) of this chapter) shall be filed under this item. Instructions to Item 1112(b): 1. No information need be provided pursuant to paragraph (b) of this section if the obligations of the significant obligor as they relate to the pool assets are backed by the full faith and credit of the United States. 2. If the significant obligor is an asset-backed issuer and the pool assets relating to the significant obligor are asset-backed securities, provide the following information in lieu of the information required by paragraph (b) of this section: a. For a registration statement under the S… | ||||
| 17:17:3.0.1.1.12.12.38.14 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1113 (Item 1113) Structure of the transaction. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014] | (a) Description of the securities and transaction structure. In providing the information required by Item 202 of Regulation S-K (§ 229.202), address the following specific factors relating to the asset-backed securities, as applicable: (1) The types or categories of securities that may be offered, such as interest-weighted or principal-weighted classes (including IO (interest only) or PO (principal only) securities), planned amortization or companion classes or residual or subordinated interests. (2) The flow of funds for the transaction, including the payment allocations, rights and distribution priorities among all classes of the issuing entity's securities, and within each class, with respect to cash flows, credit enhancement or other support and any other structural features designed to enhance credit, facilitate the timely payment of monies due on the pool assets or owing to security holders, adjust the rate of return on the asset-backed securities, or preserve monies that will or might be distributed to security holders. In addition to an appropriate narrative discussion of the allocation and priority structure of pool cash flows, present the flow of funds graphically if doing so will aid understanding. In the flow of funds discussion, provide information regarding any requirements directing cash flows from the pool assets (such as to reserve accounts, cash collateral accounts or expenses) and the purpose and operation of such requirements. (3) In describing the interest rate or rate of return on the asset-backed securities and how such amounts are payable, explain how the rate is determined and how frequently it will be determined. If the rate to be paid can be a combination of two or more rates (such as the lesser of a variable rate or the actual weighted average net coupon on the pool assets), provide clear information regarding each rate and when each rate applies. (4) How principal, if any, will be paid on the asset-backed securities, including maturity dates, amortization or principal distribut… | ||||
| 17:17:3.0.1.1.12.12.38.15 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1114 (Item 1114) Credit enhancement and other support, except for certain derivatives instruments. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014; 85 FR 22003, Apr. 20, 2020; 86 FR 2129, Jan. 11, 2021] | (a) Descriptive information. To the extent material, describe the following, including a clear discussion of the manner in which each potential item is designed to affect or ensure timely payment of the asset-backed securities: (1) Any external credit enhancement designed to ensure that the asset-backed securities or pool assets will pay in accordance with their terms, such as bond insurance, letters of credit or guarantees. (2) Any mechanisms to ensure that payments on the asset-backed securities are timely, such as liquidity facilities, lending facilities, guaranteed investment contracts and minimum principal payment agreements. (3) Any derivatives whose primary purpose is to provide credit enhancement related to pool assets or the asset-backed securities. (4) Any internal credit enhancement as a result of the structure of the transaction that increases the likelihood that payments will be made on one or more classes of the asset-backed securities in accordance with their terms, such as subordination provisions, overcollateralization, reserve accounts, cash collateral accounts or spread accounts. Instructions to Item 1114(a): 1. Include a description of the material terms of any enhancement or support described, including any limits on the timing or amount of the enhancement or support or any conditions that must be met before the enhancement or support can be accessed. The enhancement or support agreement is to be filed as an exhibit. Also describe any provisions regarding the substitution of enhancement or support. 2. This Item should not be construed as allowing anything other than an asset-backed security whose payment is based primarily by reference to the performance of the receivables or other financial assets in the asset pool. Instructions to Item 1114(a): 1. Include a description of the material terms of any enhancement or support described, including any limits on the timing or amount of the enhancement or support or any conditions that must be met before the enhancement or support can b… | ||||
| 17:17:3.0.1.1.12.12.38.16 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1115 (Item 1115) Certain derivatives instruments. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 81 FR 40512, June 22, 2016; 85 FR 22003, Apr. 20, 2020; 86 FR 2129, Jan. 11, 2021] | This item relates to derivative instruments, such as interest rate and currency swap agreements, that are used to alter the payment characteristics of the cashflows from the issuing entity and whose primary purpose is not to provide credit enhancement related to the pool assets or the asset-backed securities. For purposes of this section, the “significance estimate” of the derivative instrument is to be determined based on a reasonable good-faith estimate of maximum probable exposure, made in substantially the same manner as that used in the sponsor's internal risk management process in respect of similar instruments. The “significance percentage” is the percentage that the amount of the significance estimate represents of the aggregate principal balance of the pool assets, provided, that if the derivative instrument relates only to one or more classes of the asset-backed securities, the “significance percentage” is the percentage that the amount of the significance estimate represents of the aggregate principal balance of such classes. (a) Descriptive information. (1) Describe the following regarding the external counterparty: (i) The name of the derivative counterparty. (ii) The organizational form of the derivative counterparty. (iii) The general character of the business of the derivative counterparty. (2) Describe the operation and material terms of the derivative instrument, including any limits on the timing or amount of payments or any conditions to payments. (3) Describe any material provisions regarding substitution of the derivative instrument. (4) At a minimum, disclose whether the significance percentage, as calculated in accordance with this section, is less than 10%, at least 10% but less than 20%, or 20% or more. (5) File the agreement relating to the derivative instrument as an exhibit. (b) Financial information. (1) If the aggregate significance percentage related to any entity or group of affiliated entities providing derivative instruments contemplated by this section is 10% or mo… | ||||
| 17:17:3.0.1.1.12.12.38.17 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1116 (Item 1116) Tax matters. | SEC | Provide a brief, clear and understandable summary of: (a) The tax treatment of the asset-backed securities transaction under federal income tax laws. (b) The material federal income tax consequences of purchasing, owning and selling the asset-backed securities. If any of the material federal income tax consequences are not expected to be the same for investors in all classes offered by the registration statement, describe the material differences. (c) The substance of counsel's tax opinion, including identification of the material consequences upon which counsel has not been asked, or is unable, to opine. | |||||
| 17:17:3.0.1.1.12.12.38.18 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1117 (Item 1117) Legal proceedings. | SEC | Describe briefly any legal proceedings pending against the sponsor, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of this Regulation AB, originator contemplated by Item 1110(b) of this Regulation AB, or other party contemplated by Item 1100(d)(1) of this Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders. Include similar information as to any such proceedings known to be contemplated by governmental authorities. | |||||
| 17:17:3.0.1.1.12.12.38.19 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1118 (Item 1118) Reports and additional information. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 73 FR 967, Jan. 4, 2008; 83 FR 50211, Oct. 4, 2018] | (a) Reports required under the transaction documents. Describe the reports or other documents provided to security holders required under the transaction agreements, including information included, schedule and manner of distribution or other availability, and the entity or entities that will prepare and provide the reports. (b) Reports to be filed with the Commission. (1) Specify the names, and if available, the Commission file numbers of the entity or entities under which reports about the asset-backed securities will be filed with the Securities and Exchange Commission. Identify the reports and other information filed with the Commission. (2) State that the Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site ( http://www.sec.gov ). (c) Web site access to reports. (1) State whether the issuing entity's annual reports on Form 10-K (§ 249.310 of this chapter), distribution reports on Form 10-D (§ 249.312 of this chapter), current reports on Form 8-K (§ 249.308 of this chapter), and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) will be made available on the Web site of a specified transaction party (e.g., the sponsor, depositor, servicer, issuing entity or trustee) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Commission. (2) Disclose whether other reports to security holders or information about the asset-backed securities will be made available in this manner. (3) If filings and other reports will be made available in this manner, disclose the Web site address where such filings may be found. (4) If filings and other reports will not be made available in this manner, describe the reasons why they will not and whether an identified transaction party voluntarily will provide electronic or paper copies… | ||||
| 17:17:3.0.1.1.12.12.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1101 (Item 1101) Definitions. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014] | The following definitions apply to the terms used in Regulation AB (§§ 229.1100 through 229.1123), unless specified otherwise: (a) ABS informational and computational material means a written communication consisting solely of one or some combination of the following: (1) Factual information regarding the asset-backed securities being offered and the structure and basic parameters of the securities, such as the number of classes, seniority, payment priorities, terms of payment, the tax, Employment Retirement Income Security Act of 1974, as amended, (29 U.S.C. 1001 et seq. ) (“ERISA”) or other legal conclusions of counsel, and descriptive information relating to each class (e.g., principal amount, coupon, minimum denomination, anticipated price, yield, weighted average life, credit enhancements, anticipated ratings, and other similar information relating to the proposed structure of the offering); (2) Factual information regarding the pool assets underlying the asset-backed securities, including origination, acquisition and pool selection criteria, information regarding any prefunding or revolving period applicable to the offering, information regarding significant obligors, data regarding the contractual and related characteristics of the underlying pool assets (e.g., weighted average coupon, weighted average maturity, delinquency and loss information and geographic distribution) and other factual information concerning the parameters of the asset pool appropriate to the nature of the underlying assets, such as the type of assets comprising the pool and the programs under which the loans were originated; (3) Identification of key parties to the transaction, such as servicers, trustees, depositors, sponsors, originators and providers of credit enhancement or other support, including a brief description of each such party's roles, responsibilities, background and experience; (4) Static pool data, as referenced in Item 1105 of this Regulation AB, such as for the sponsor's and/or servicer's portfolio, prior t… | ||||
| 17:17:3.0.1.1.12.12.38.20 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1119 (Item 1119) Affiliations and certain relationships and related transactions. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014] | (a) Describe if so, and how, the sponsor, depositor or issuing entity is an affiliate (as defined in § 230.405 of this chapter) of any of the following parties as well as, to the extent known and material, if so, and how, any of the following parties are affiliates of any of the other following parties: (1) Servicer contemplated by Item 1108(a)(3) of this Regulation AB. (2) Trustee. (3) Originator contemplated by Item 1110 of this Regulation AB. (4) Significant obligor contemplated by Item 1112 of this Regulation AB. (5) Enhancement or support provider contemplated by Items 1114 or 1115 of this Regulation AB. (6) Any other material parties related to the asset-backed securities contemplated by Item 1100(d)(1) of this Regulation AB. (7) Asset representations reviewer. (b) Describe whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from the asset-backed securities transaction, between the sponsor, depositor or issuing entity and any of the parties in paragraphs (a)(1) through (a)(6) of this section, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset-backed securities. Instruction to Item 1119(b): What is required is information material to an investor's understanding of the asset-backed securities. A detailed description or itemized listing of all commercial relationships among the parties is not required. Instead, the disclosure should indicate whether any relationships outside of the asset-backed securities transaction do exist that are outside the normal course and the general character of those relationships. Instruction to Item 1119(b): What is required is information material to an investor's understanding of the asset-backed securitie… | ||||
| 17:17:3.0.1.1.12.12.38.21 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1120 (Item 1120) Ratings. | SEC | Disclose whether the issuance or sale of any class of offered securities is conditioned on the assignment of a rating by one or more rating agencies, whether or not NRSROs. If so, identify each rating agency and the minimum rating that must be assigned. Describe any arrangements to have such rating monitored while the asset-backed securities are outstanding. | |||||
| 17:17:3.0.1.1.12.12.38.22 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1121 (Item 1121) Distribution and pool performance information. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4511, Jan. 26, 2011; 79 FR 57315, Sept. 24, 2014] | (a) Describe the distribution for the related distribution period and the performance of the asset pool during the distribution period. Provide appropriate introductory and explanatory information to introduce any material terms, parties or abbreviations used (or a cross-reference to a Commission filing where such information may be found). Present statistical information in tabular or graphical format, if such presentation will aid understanding. While the material information regarding the related distribution and pool performance will vary depending on the nature of the transaction, such information may include, among other things: (1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period. (2) Cash flows received and the sources thereof for distributions, fees and expenses (including portfolio yield, if applicable). (3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including: (i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses. (ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of this Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments. (iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers. (iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow. (4) Beginning and ending principal balances of the asset-backed securities. (5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional gr… | ||||
| 17:17:3.0.1.1.12.12.38.23 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1122 (Item 1122) Compliance with applicable servicing criteria. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57316, Sept. 24, 2014] | (a) Reports on assessment of compliance with servicing criteria for asset-backed securities. As required by paragraph (b) of § 240.13a-18 or 240.15d-18 of this chapter, provide as an exhibit from each party participating in the servicing function a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of this section that contains the following: (1) A statement of the party's responsibility for assessing compliance with the servicing criteria applicable to it; (2) A statement that the party used the criteria in paragraph (d) of this section to assess compliance with the applicable servicing criteria; (3) The party's assessment of compliance with the applicable servicing criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K report (§ 249.310 of this chapter). This discussion must include disclosure of any material instance of noncompliance identified by the party; and (4) A statement that a registered public accounting firm has issued an attestation report on the party's assessment of compliance with the applicable servicing criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K report. (b) Registered public accounting firm attestation reports. Provide the registered public accounting firm's attestation report required by paragraph (c) of § 240.13a-18 or 240.15d-18 of this chapter on the party's assessment of compliance with the applicable servicing criteria as an exhibit. (c) Additional disclosure for the Form 10-K report. (1) If any party's report on assessment of compliance with servicing criteria required by paragraph (a) of this section, or related registered public accounting firm attestation report required by paragraph (b) of this section, identifies any material instance of noncompliance with the servicing criteria, identify the material instance of noncompliance in the report on Form 10-K (§ 249.310 of this chapter). Also disclose whether the identified instance was determined t… | ||||
| 17:17:3.0.1.1.12.12.38.24 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1123 (Item 1123) Servicer compliance statement. | SEC | Provide as an exhibit a statement of compliance from the servicer, signed by an authorized officer of such servicer, to the effect that: (a) A review of the servicer's activities during the reporting period and of its performance under the applicable servicing agreement has been made under such officer's supervision. (b) To the best of such officer's knowledge, based on such review, the servicer has fulfilled all of its obligations under the agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Instruction to Item 1123: If multiple servicers are involved in servicing the pool assets, a separate servicer compliance statement is required from each servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of this Regulation AB. Instruction to Item 1123: If multiple servicers are involved in servicing the pool assets, a separate servicer compliance statement is required from each servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of this Regulation AB. | |||||
| 17:17:3.0.1.1.12.12.38.25 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1124 (Item 1124) Sponsor interest in the securities. | SEC | [79 FR 57316, Sept. 24, 2014] | Provide information about any material change in the sponsor's, or an affiliate's, interest in the securities resulting from the purchase, sale or other acquisition or disposition of the securities by the sponsor, or an affiliate, during the period covered by the report. Describe the change, including the amount of change and the sponsor's, or the affiliate's, resulting interest in the transaction after the change. Instruction to Item 1124. The disclosure required under this item shall separately state the resulting amount and nature of any interest or asset retained in compliance with law, including any amounts that are retained by parties other than the sponsor in order to satisfy such requirement. Instruction to Item 1124. The disclosure required under this item shall separately state the resulting amount and nature of any interest or asset retained in compliance with law, including any amounts that are retained by parties other than the sponsor in order to satisfy such requirement. | ||||
| 17:17:3.0.1.1.12.12.38.26 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1125 (Item 1125) Schedule AL—Asset-level information. | SEC | [79 FR 57316, Sept. 24, 2014; 79 FR 58674, Sept. 30, 2014, as amended at 81 FR 40512, June 22, 2016] | (a) The following definitions apply to the terms used in this schedule unless otherwise specified: Debt service reduction. A modification of the terms of a loan resulting from a bankruptcy proceeding, such as a reduction of the amount of the monthly payment on the related mortgage loan. Deficient valuation. A bankruptcy proceeding whereby the bankruptcy court may establish the value of the mortgaged property at an amount less than the then-outstanding principal balance of the mortgage loan secured by the mortgaged property or may reduce the outstanding principal balance of a mortgage loan. Underwritten. The amount of revenues or expenses adjusted based on a number of assumptions made by the mortgage originator or seller. (b) As required by Item 1111(h) (§ 229.1111(h)), provide asset-level information for each asset or security in the pool in the manner specified in appendix to § 229.1125. Appendix to § 229.1125—Schedule AL Item 1. Residential mortgages. If the asset pool includes residential mortgages, provide the following data and the data under Item 1 for each loan in the asset pool: (a) Asset numbers. (1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool. (2) Asset number. Provide the unique ID number of the asset. Instruction to paragraph (a)(2): The asset number must reference a single asset within the pool and should be the same number that will be used to identify the asset for all reports that would be required of an issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)). If an asset is removed and replaced with another asset, the asset added to the pool should be assigned a unique asset number applicable to only that asset. (3) Asset group number. For structures with multiple collateral groups, indicate the collateral group number in which the asset falls. (b) Reporting period. (1) Reporting period begin date. Specify the beginning date of the reporting period. (2) Reporting period en… | ||||
| 17:17:3.0.1.1.12.12.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1102 (Item 1102) Forepart of registration statement and outside cover page of the prospectus. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014] | In addition to the information required by Item 501 of Regulation S-K (§ 229.501), provide the following information on the outside front cover page of the prospectus. Present information regarding multiple classes in tables if doing so will aid understanding. If information regarding multiple classes cannot appear on the cover page due to space limitations, include the information in the summary or in an immediately preceding separate table. (a) Identify the sponsor, the depositor and the issuing entity (if known). Such identifying information should include a Central Index Key number for the depositor and the issuing entity, and if applicable, the sponsor. (b) In identifying the title of the securities, include the series number, if applicable. If there is more than one class of securities offered, state the class designations of the securities offered. (c) Identify the asset type(s) being securitized. (d) Include a statement, if applicable and appropriately modified to the transaction, that the securities represent the obligations of the issuing entity only and do not represent the obligations of or interest in the sponsor, depositor or any of their affiliates. (e) Identify the aggregate principal amount of all securities offered and the principal amount, if any, of each class of securities offered. If a class has no principal amount, disclose that fact, and, if applicable, state the notional amount, clearly identifying that the amount is a notional one. If the amounts are approximate, disclose that fact. (f) Indicate the interest rate or specified rate of return of each class of security offered. If a class of securities does not bear interest or a specified return, disclose that fact. If the rate is based on a formula or is calculated in reference to a generally recognized interest rate index, such as a U.S. Treasury securities index, either provide the formula on the cover, or indicate that the rate is variable, indicate the index upon which the rate is based and indicate that further disclosure of ho… | ||||
| 17:17:3.0.1.1.12.12.38.4 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1103 (Item 1103) Transaction summary and risk factors. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014; 84 FR 12721, Apr. 2, 2019] | (a) Prospectus summary. In providing the information required by Item 503(a) of Regulation S-K (§ 229.503(a)), provide the following information in the prospectus summary, as applicable. Present information regarding multiple classes in tables if doing so will aid understanding. Consider using diagrams to illustrate the relationships among the parties, the structure of the securities offered (including, for example, the flow of funds or any subordination features) and any other material features of the transaction. (1) Identify the participants in the transaction, including the sponsor, depositor, issuing entity, trustee and servicers contemplated by Item 1108(a)(2) of this Regulation AB, and their respective roles. Describe the roles briefly if they are not apparent from the title of the role. Identify any originator contemplated by Item 1110 of this Regulation AB and any significant obligor. (2) Briefly identify the pool assets and summarize briefly the size and material characteristics of the asset pool. Identify the cut-off date or similar date for establishing the composition of the asset pool, if applicable. Instruction to Item 1103(a)(2). What is required is summary disclosure tailored to the particular asset pool backing the asset-backed securities. While the material characteristics will vary depending on the nature of the pool assets, summary disclosure may include, among other things, statistical information of: The types of underwriting or origination programs, exceptions to underwriting or origination criteria and, if applicable, modifications made to the pool assets after origination. Include a cross-reference in the prospectus summary to the more detailed statistical information found in the prospectus. Instruction to Item 1103(a)(2). What is required is summary disclosure tailored to the particular asset pool backing the asset-backed securities. While the material characteristics will vary depending on the nature of the pool assets, summary disclosure may include, among other things, stati… | ||||
| 17:17:3.0.1.1.12.12.38.5 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1104 (Item 1104) Sponsors. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4511, Jan. 26, 2011; 79 FR 57313, Sept. 24, 2014; 81 FR 40512, June 22, 2016] | Provide the following information about the sponsor: (a) State the sponsor's name and describe the sponsor's form of organization. (b) Describe the general character of the sponsor's business. (c) Describe the sponsor's securitization program and state how long the sponsor has been engaged in the securitization of assets. The description must include, to the extent material, a general discussion of the sponsor's experience in securitizing assets of any type as well as a more detailed discussion of the sponsor's experience in and overall procedures for originating or acquiring and securitizing assets of the type included in the current transaction. Include to the extent material information regarding the size, composition and growth of the sponsor's portfolio of assets of the type to be securitized and information or factors related to the sponsor that may be material to an analysis of the origination or performance of the pool assets, such as whether any prior securitizations organized by the sponsor have defaulted or experienced an early amortization triggering event. (d) Describe the sponsor's material roles and responsibilities in its securitization program, including whether the sponsor or an affiliate is responsible for originating, acquiring, pooling or servicing the pool assets, and the sponsor's participation in structuring the transaction. (e) Repurchases and replacements. (1) If the underlying transaction agreements provide a covenant to repurchase or replace an underlying asset for breach of a representation or warranty, provide in the body of the prospectus for the prior three years, the information required by Rule 15Ga-1(a) (17 CFR 240.15Ga-1(a)) concerning all assets securitized by the sponsor that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities (as that term is defined in Section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(79)) where the underlying transact… | ||||
| 17:17:3.0.1.1.12.12.38.6 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1105 (Item 1105) Static pool information. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 70 FR 72373, Dec. 5, 2005; 79 FR 57314, Sept. 24, 2014; 81 FR 40512, June 22, 2016] | Describe the static pool information presented. Provide appropriate introductory and explanatory information to introduce the characteristics, the methodology used in determining or calculating the characteristics and any terms or abbreviations used. Include a description of how the static pool differs from the pool underlying the securities being offered, such as the extent to which the pool underlying the securities being offered was originated with the same or differing underwriting criteria, loan terms, and risk tolerances than the static pools presented. In addition to a narrative description, the static pool information should be presented graphically if doing so would aid in understanding. (a) For amortizing asset pools, unless the registrant determines that such information is not material: (1) Provide static pool information, to the extent material, regarding delinquencies, cumulative losses and prepayments for prior securitized pools of the sponsor for that asset type. (2) If the sponsor has less than three years of experience securitizing assets of the type to be included in the offered asset pool, consider providing instead static pool information, to the extent material, regarding delinquencies, cumulative losses and prepayments by vintage origination years regarding originations or purchases by the sponsor, as applicable, for that asset type. A vintage origination year represents assets originated during the same year. (3) In providing the information required by paragraphs (a)(1) and (a)(2) of this section: (i) Provide the requested information for prior pools or vintage origination years, as applicable, relating to the following time period, to the extent material: (A) Five years, or (B) For so long as the sponsor has been either securitizing assets of the same asset type (in the case of paragraph (a)(1) of this section) or making originations or purchases of assets of the same asset type (in the case of paragraph (a)(2) of this section) if less than five years. (ii) Present delinquency, c… | ||||
| 17:17:3.0.1.1.12.12.38.7 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1106 (Item 1106) Depositors. | SEC | If the depositor is not the same entity as the sponsor, provide separately the information regarding the depositor called for by paragraphs (a) and (b) of Item 1104 of this Regulation AB, and, to the extent the information would be material and materially different from the sponsor, paragraphs (c) and (d) of Item 1104 of this Regulation AB. In addition, provide the following information: (a) The ownership structure of the depositor. (b) The general character of any activities the depositor is engaged in other than securitizing assets and the time period during which it has been so engaged. (c) Any continuing duties of the depositor after issuance of the asset-backed securities being registered regarding the asset-backed securities or the pool assets. | |||||
| 17:17:3.0.1.1.12.12.38.8 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1107 (Item 1107) Issuing entities. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 71 FR 53259, Sept. 8, 2006] | Provide the following information about the issuing entity: (a) State the issuing entity's name and describe the issuing entity's form of organization, including the State or other jurisdiction under whose laws the issuing entity is organized. File the issuing entity's governing documents as an exhibit. (b) Describe the permissible activities and restrictions on the activities of the issuing entity under its governing documents, including any restrictions on the ability to issue or invest in additional securities, to borrow money or to make loans to other persons. Describe any provisions in the issuing entity's governing documents allowing for modification of the issuing entity's governing documents, including its permissible activities. (c) Describe any specific discretionary activities with regard to the administration of the asset pool or the asset-backed securities, and identify the person or persons authorized to exercise such discretion. (d) Describe any assets owned or to be owned by the issuing entity, apart from the pool assets, as well as any liabilities of the issuing entity, apart from the asset-backed securities. Disclose the fiscal year end of the issuing entity. (e) If the issuing entity has executive officers, a board of directors or persons performing similar functions, provide the information required by Items 401, 402, 403 404 and 407(a), (c)(3), (d)(4), (d)(5) and (e)(4) of Regulation S-K (§§ 229.401, 229.402, 229.403, 229.404 and 229.407(a), (c)(3), (d)(4), (d)(5) and (e)(4)) for the issuing entity. (f) Describe the terms of any management or administration agreement regarding the issuing entity. File any such agreement as an exhibit. (g) Describe the capitalization of the issuing entity and the amount or nature of any equity contribution to the issuing entity by the sponsor, depositor or other party. (h) Describe the sale or transfer of the pool assets to the issuing entity as well as the creation (and perfection and priority status) of any security interest in favor of the issuing e… | ||||
| 17:17:3.0.1.1.12.12.38.9 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1100 | Subpart 229.1100—Asset-Backed Securities (Regulation AB) | § 229.1108 (Item 1108) Servicers. | SEC | [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014] | Provide the following information for the servicer. (a) Multiple servicers. Where servicing of the pool assets utilizes multiple servicers (e.g., master servicers that oversee the actions of other servicers, primary servicers that have primary contact with the obligor, or special servicers for specific servicing functions): (1) Provide a clear introductory description of the roles, responsibilities and oversight requirements of the entire servicing structure and the parties involved. In addition to an appropriate narrative discussion of the allocation of servicing responsibilities, also consider presenting the information graphically if doing so will aid understanding. (2) Identify: (i) Each master servicer; (ii) Each affiliated servicer; (iii) Each unaffiliated servicer that services 10% or more of the pool assets; and (iv) Any other material servicer responsible for calculating or making distributions to holders of the asset-backed securities, performing work-outs or foreclosures, or other aspect of the servicing of the pool assets or the asset-backed securities upon which the performance of the pool assets or the asset-backed securities is materially dependent. (3) Provide the information in paragraphs (b), (c), (d), and (e) of this section, as applicable depending on the servicer's role, for each servicer identified in paragraphs (a)(2)(i), (ii) and (iv) of this section and each unaffiliated servicer identified in paragraph (a)(2)(iii) of this section that services 20% or more of the pool assets (b) Identifying information and experience. (1) State the servicer's name and describe the servicer's form of organization. (2) State how long the servicer has been servicing assets. Provide, to the extent material, a general discussion of the servicer's experience in servicing assets of any type as well as a more detailed discussion of the servicer's experience in, and procedures for the servicing function it will perform in the current transaction for assets of the type included in the current transact… | ||||
| 17:17:3.0.1.1.12.13.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1200 | Subpart 229.1200—Disclosure by Registrants Engaged in Oil and Gas Producing Activities | § 229.1201 (Item 1201) General instructions to oil and gas industry-specific disclosures. | SEC | (a) If oil and gas producing activities are material to the registrant's or its subsidiaries' business operations or financial position, the disclosure specified in this Subpart 229.1200 should be included under appropriate captions (with cross references, where applicable, to related information disclosed in financial statements). However, limited partnerships and joint ventures that conduct, operate, manage, or report upon oil and gas drilling or income programs, that acquire properties either for drilling and production, or for production of oil, gas, or geothermal steam or water, need not include such disclosure. (b) To the extent that Items 1202 through 1208 (§§ 229.1202-229.1208) call for disclosures in tabular format, as specified in the particular Item, a registrant may modify such format for ease of presentation, to add information or to combine two or more required tables. (c) The definitions in Rule 4-10(a) of Regulation S-X (17 CFR 210.4-10(a)) shall apply for purposes of this Subpart 229.1200. (d) For purposes of this Subpart 229.1200, the term by geographic area means, as appropriate for meaningful disclosure in the circumstances: (1) By individual country; (2) By groups of countries within a continent; or (3) By continent. | |||||
| 17:17:3.0.1.1.12.13.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1200 | Subpart 229.1200—Disclosure by Registrants Engaged in Oil and Gas Producing Activities | § 229.1202 (Item 1202) Disclosure of reserves. | SEC | (a) Summary of oil and gas reserves at fiscal year end. (1) Provide the information specified in paragraph (a)(2) of this Item in tabular format as provided below: Summary of Oil and Gas Reserves as of Fiscal-Year End Based on Average Fiscal-Year Prices (2) Disclose, in the aggregate and by geographic area and for each country containing 15% or more of the registrant's proved reserves, expressed on an oil-equivalent-barrels basis, reserves estimated using prices and costs under existing economic conditions, for the product types listed in paragraph (a)(4) of this Item, in the following categories: (i) Proved developed reserves; (ii) Proved undeveloped reserves; (iii) Total proved reserves; (iv) Probable developed reserves (optional); (v) Probable undeveloped reserves (optional); (vi) Possible developed reserves (optional); and (vii) Possible undeveloped reserves (optional). Instruction 1 to paragraph (a)(2): Disclose updated reserves tables as of the close of each fiscal year. Instruction 2 to paragraph (a)(2): The registrant is permitted, but not required, to disclose probable or possible reserves pursuant to paragraphs (a)(2)(iv) through (a)(2)(vii) of this Item. Instruction 3 to paragraph (a)(2): If the registrant discloses amounts of a product in barrels of oil equivalent, disclose the basis for such equivalency. Instruction 4 to paragraph (a)(2): A registrant need not provide disclosure of the reserves in a country containing 15% or more of the registrant's proved reserves if that country's government prohibits disclosure of reserves in that country. In addition, a registrant need not provide disclosure of the reserves in a country containing 15% or more of the registrant's proved reserves if that country's government prohibits disclosure in a particular field and disclosure of reserves in that country would have the effect of disclosing reserves in particular fields. Instruction 1 to paragraph (a)(2): Disclose updated reserves tables as of the close of each fiscal year. Instructi… | |||||
| 17:17:3.0.1.1.12.13.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1200 | Subpart 229.1200—Disclosure by Registrants Engaged in Oil and Gas Producing Activities | § 229.1203 (Item 1203) Proved undeveloped reserves. | SEC | (a) Disclose the total quantity of proved undeveloped reserves at year end. (b) Disclose material changes in proved undeveloped reserves that occurred during the year, including proved undeveloped reserves converted into proved developed reserves. (c) Discuss investments and progress made during the year to convert proved undeveloped reserves to proved developed reserves, including, but not limited to, capital expenditures. (d) Explain the reasons why material amounts of proved undeveloped reserves in individual fields or countries remain undeveloped for five years or more after disclosure as proved undeveloped reserves. | |||||
| 17:17:3.0.1.1.12.13.38.4 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1200 | Subpart 229.1200—Disclosure by Registrants Engaged in Oil and Gas Producing Activities | § 229.1204 (Item 1204) Oil and gas production, production prices and production costs. | SEC | [74 FR 2193, Jan. 14, 2009, as amended at 76 FR 50121, Aug. 12, 2011] | (a) For each of the last three fiscal years disclose production, by final product sold, of oil, gas, and other products. Disclosure shall be made by geographical area and for each country and field that contains 15% or more of the registrant's total proved reserves expressed on an oil-equivalent-barrels basis unless prohibited by the country in which the reserves are located. (b) For each of the last three fiscal years disclose, by geographical area: (1) The average sales price (including transfers) per unit of oil, gas and other products produced; and (2) The average production cost, not including ad valorem and severance taxes, per unit of production. Instruction 1 to Item 1204: Generally, net production should include only production that is owned by the registrant and produced to its interest, less royalties and production due others. However, in special situations (e.g., foreign production) net production before any royalties may be provided, if more appropriate. If “net before royalty” production figures are furnished, the change from the usage of “net production” should be noted. Instruction 2 to Item 1204: Production of natural gas should include only marketable production of natural gas on an “as sold” basis. Production will include dry, residue, and wet gas, depending on whether liquids have been extracted before the registrant transfers title. Flared gas, injected gas, and gas consumed in operations should be omitted. Recovered gas-lift gas and reproduced gas should not be included until sold. Synthetic gas, when marketed as such, should be included in natural gas sales. Instruction 3 to Item 1204: If any product, such as bitumen, is sold or custody is transferred prior to conversion to synthetic oil or gas, the product's production, transfer prices, and production costs should be disclosed separately from all other products. Instruction 4 to Item 1204: The transfer price of oil and gas (natural and synthetic) produced should be determined in accordance with FASB ASC paragraph 932-235-… | ||||
| 17:17:3.0.1.1.12.13.38.5 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1200 | Subpart 229.1200—Disclosure by Registrants Engaged in Oil and Gas Producing Activities | § 229.1205 (Item 1205) Drilling and other exploratory and development activities. | SEC | (a) For each of the last three fiscal years, by geographical area, disclose: (1) The number of net productive and dry exploratory wells drilled; and (2) The number of net productive and dry development wells drilled. (b) Definitions. For purposes of this Item 1205, the following terms shall be defined as follows: (1) A dry well is an exploratory, development, or extension well that proves to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well. (2) A productive well is an exploratory, development, or extension well that is not a dry well. (3) Completion refers to installation of permanent equipment for production of oil or gas, or, in the case of a dry well, to reporting to the appropriate authority that the well has been abandoned. (4) The number of wells drilled refers to the number of wells completed at any time during the fiscal year, regardless of when drilling was initiated. (c) Disclose, by geographic area, for each of the last three years, any other exploratory or development activities conducted, including implementation of mining methods for purposes of oil and gas producing activities. | |||||
| 17:17:3.0.1.1.12.13.38.6 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1200 | Subpart 229.1200—Disclosure by Registrants Engaged in Oil and Gas Producing Activities | § 229.1206 (Item 1206) Present activities. | SEC | (a) Disclose, by geographical area, the registrant's present activities, such as the number of wells in the process of being drilled (including wells temporarily suspended), waterfloods in process of being installed, pressure maintenance operations, and any other related activities of material importance. (b) Provide the description of present activities as of a date at the end of the most recent fiscal year or as close to the date that the registrant files the document as reasonably possible. (c) Include only those wells in the process of being drilled at the “as of” date and express them in terms of both gross and net wells. (d) Do not include wells that the registrant plans to drill, but has not commenced drilling unless there are factors that make such information material. | |||||
| 17:17:3.0.1.1.12.13.38.7 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1200 | Subpart 229.1200—Disclosure by Registrants Engaged in Oil and Gas Producing Activities | § 229.1207 (Item 1207) Delivery commitments. | SEC | (a) If the registrant is committed to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements, disclose material information concerning the estimated availability of oil and gas from any principal sources, including the following: (1) The principal sources of oil and gas that the registrant will rely upon and the total amounts that the registrant expects to receive from each principal source and from all sources combined; (2) The total quantities of oil and gas that are subject to delivery commitments; and (3) The steps that the registrant has taken to ensure that available reserves and supplies are sufficient to meet such commitments for the next one to three years. (b) Disclose the information required by this Item: (1) In a form understandable to investors; and (2) Based upon the facts and circumstances of the particular situation, including, but not limited to: (i) Disclosure by geographic area; (ii) Significant supplies dedicated or contracted to the registrant; (iii) Any significant reserves or supplies subject to priorities or curtailments which may affect quantities delivered to certain classes of customers, such as customers receiving services under low priority and interruptible contracts; (iv) Any priority allocations or price limitations imposed by Federal or State regulatory agencies, as well as other factors beyond the registrant's control that may affect the registrant's ability to meet its contractual obligations (the registrant need not provide detailed discussions of price regulation); (v) Any other factors beyond the registrant's control, such as other parties having control over drilling new wells, competition for the acquisition of reserves and supplies, and the availability of foreign reserves and supplies, which may affect the registrant's ability to acquire additional reserves and supplies or to maintain or increase the availability of reserves and supplies; and (vi) Any impact on the registrant's earnings and financing … | |||||
| 17:17:3.0.1.1.12.13.38.8 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1200 | Subpart 229.1200—Disclosure by Registrants Engaged in Oil and Gas Producing Activities | § 229.1208 (Item 1208) Oil and gas properties, wells, operations, and acreage. | SEC | (a) Disclose, as of a reasonably current date or as of the end of the fiscal year, the total gross and net productive wells, expressed separately for oil and gas (including synthetic oil and gas produced through wells) and the total gross and net developed acreage ( i.e. , acreage assignable to productive wells) by geographic area. (b) Disclose, as of a reasonably current date or as of the end of the fiscal year, the amount of undeveloped acreage, both leases and concessions, if any, expressed in both gross and net acres by geographic area, together with an indication of acreage concentrations, and, if material, the minimum remaining terms of leases and concessions. (c) Definitions. For purposes of this Item 1208, the following terms shall be defined as indicated: (1) A gross well or acre is a well or acre in which the registrant owns a working interest. The number of gross wells is the total number of wells in which the registrant owns a working interest. Count one or more completions in the same bore hole as one well. In a footnote, disclose the number of wells with multiple completions. If one of the multiple completions in a well is an oil completion, classify the well as an oil well. (2) A net well or acre is deemed to exist when the sum of fractional ownership working interests in gross wells or acres equals one. The number of net wells or acres is the sum of the fractional working interests owned in gross wells or acres expressed as whole numbers and fractions of whole numbers. (3) Productive wells include producing wells and wells mechanically capable of production. (4) Undeveloped acreage encompasses those leased acres on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or gas regardless of whether such acreage contains proved reserves. Do not confuse undeveloped acreage with undrilled acreage held by production under the terms of the lease. | |||||
| 17:17:3.0.1.1.12.14.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1300 | Subpart 229.1300—Disclosure by Registrants Engaged in Mining Operations | § 229.1300 (Item 1300) Definitions. | SEC | As used in this subpart, these terms have the following meanings: Adequate geological evidence, when used in the context of mineral resource determination, means evidence that is sufficient to establish geological and grade or quality continuity with reasonable certainty. Conclusive geological evidence, when used in the context of mineral resource determination, means evidence that is sufficient to test and confirm geological and grade or quality continuity. Cut-off grade is the grade ( i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing facility). Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping ratio. Development stage issuer is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property. Development stage property is a property that has mineral reserves disclosed, pursuant to this subpart, but no material extraction. Economically viable, when used in the context of mineral reserve determination, means that the qualified person has determined, using a discounted cash flow analysis, or has otherwise analytically determined, that extraction of the mineral reserve is economically viable under reasonable investment and market assumptions. Exploration results are data and information generated by mineral exploration programs ( i.e., programs consisting of sampling, drilling, trenching, analytical testing, assaying, and other similar activities undertaken to locate, investigate, define or delineate a mineral prospect or mineral deposit) that are not… | |||||
| 17:17:3.0.1.1.12.14.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1300 | Subpart 229.1300—Disclosure by Registrants Engaged in Mining Operations | § 229.1301 (Item 1301) General instructions. | SEC | (a) As used in this section, the term mining operations includes operations on all mining properties that a registrant: (1) Owns or in which it has, or it is probable that it will have, a direct or indirect economic interest; (2) Operates, or it is probable that it will operate, under a lease or other legal agreement that grants the registrant ownership or similar rights that authorize it, as principal, to sell or otherwise dispose of the mineral; or (3) Has, or it is probable that it will have, an associated royalty or similar right. (b) A registrant must provide the disclosure specified in this subpart if its mining operations are material to its business or financial condition. (c) When determining whether its mining operations are material, a registrant must: (1) Consider both quantitative and qualitative factors, assessed in the context of the registrant's overall business and financial condition; (2) Aggregate mining operations on all of its mining properties, regardless of the stage of the mining property, and size or type of commodity produced, including coal, metalliferous minerals, industrial materials, and mineral brines; and (3) Include, for each property, as applicable, all related activities from exploration through extraction to the first point of material external sale, including processing, transportation, and warehousing. (d) Upon a determination that its mining operations are material, a registrant must provide summary disclosure concerning all of its mining activities, as specified in § 229.1303, as well as individual property disclosure concerning each of its mining properties that is material to its business or financial condition, as specified in § 229.1304. When providing either summary or individual property disclosure, the registrant: (1) Should provide an appropriate glossary if the disclosure requires the use of technical terms relating to geology, mining or related matters, which cannot readily be found in conventional dictionaries; (2) Should not include detailed illustr… | |||||
| 17:17:3.0.1.1.12.14.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1300 | Subpart 229.1300—Disclosure by Registrants Engaged in Mining Operations | § 229.1302 (Item 1302) Qualified person, technical report summary, and technical studies. | SEC | (a)(1) A registrant's disclosure of exploration results, mineral resources, or mineral reserves, as required by §§ 229.1303 and 229.1304, must be based on and accurately reflect information and supporting documentation prepared by a qualified person, as defined in § 229.1300. As used in this section, the term information includes the findings and conclusions of a qualified person relating to exploration results or estimates of mineral resources or mineral reserves. (2) The registrant is responsible for determining that the person meets the qualifications specified under the definition of qualified person in § 229.1300, and that the disclosure in the registrant's filing accurately reflects the information provided by the qualified person. (3) If a registrant has relied on more than one qualified person to prepare the information and documentation supporting its disclosure of exploration results, mineral resources, or mineral reserves, the registrant's responsibilities as specified in this paragraph (a) pertain to each qualified person. (b)(1) The registrant must obtain a dated and signed technical report summary from the qualified person that, pursuant to § 229.601(b)(96), identifies and summarizes the information reviewed and conclusions reached by the qualified person about the registrant's mineral resources or mineral reserves determined to be on each material property. At its election, the registrant may also obtain a dated and signed technical report summary from the qualified person that, pursuant to § 229.601(b)(96), identifies and summarizes the information reviewed and conclusions reached by the qualified person about the registrant's exploration results. (i) Except as provided in paragraph (b)(1)(ii) of this section, if more than one qualified person has prepared the technical report summary, each qualified person must date and sign the technical report summary. The qualified person's signature must comply with § 230.402(e) or § 240.12b-11(d) of this chapter. The technical report summary must also … | |||||
| 17:17:3.0.1.1.12.14.38.4 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1300 | Subpart 229.1300—Disclosure by Registrants Engaged in Mining Operations | § 229.1303 (Item 1303) Summary disclosure. | SEC | (a)(1) A registrant that has material mining operations, as determined pursuant to § 229.1301, and two or more mining properties, must provide the information specified in paragraph (b) of this section for all properties that the registrant: (i) Owns or in which it has, or it is probable that it will have, a direct or indirect economic interest; (ii) Operates, or it is probable that it will operate, under a lease or other legal agreement that grants the registrant ownership or similar rights that authorize it, as principal, to sell or otherwise dispose of the mineral; or (iii) Has, or it is probable that it will have, an associated royalty or similar right. (2) A registrant that has material mining operations but only one mining property is not required to provide the information specified in paragraph (b) of this section. That registrant need only provide the disclosure required by § 229.1304 for the mining property that is material to its business. (3) A registrant that has a royalty, streaming or other similar right, but which lacks access to any of the information specified in paragraph (b) of this section about the underlying properties, may omit such information, provided that the registrant: (i) Specifies the information to which it lacks access; (ii) Explains that it does not have access to the required information because: (A) Obtaining the information would result in an unreasonable burden or expense; or (B) It requested the information from a person possessing knowledge of the information, who is not affiliated with the royalty company or similar registrant, and who denied the request; and (iii) Provides all required information that it does possess or which it can acquire without incurring an unreasonable burden or expense. (b) Disclose the following information for all properties specified in paragraph (a) of this section: (1) A map or maps, of appropriate scale, showing the locations of all properties. Such maps should be legible on the page when printed. (2) An overview of the registra… | |||||
| 17:17:3.0.1.1.12.14.38.5 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1300 | Subpart 229.1300—Disclosure by Registrants Engaged in Mining Operations | § 229.1304 (Item 1304) Individual property disclosure. | SEC | (a)(1) A registrant must disclose the information specified in this section for each property that is material to its business or financial condition. When determining the materiality of a property relative to its business or financial condition, a registrant must apply the standards and other considerations specified in § 229.1301(c) to each individual property that it: (i) Owns or in which it has, or it is probable that it will have, a direct or indirect economic interest; (ii) Operates, or it is probable that it will operate, under a lease or other legal agreement that grants the registrant ownership or similar rights that authorize it, as principal, to sell or otherwise dispose of the mineral; or (iii) Has, or it is probable that it will have, an associated royalty or similar right. (2) A registrant that has a royalty, streaming or other similar right, but which lacks access to any of the information specified in this section about the underlying property or properties, may omit such information, provided that the registrant: (i) Specifies the information to which it lacks access; (ii) Explains that it does not have access to the required information because: (A) Obtaining the information would result in an unreasonable burden or expense; or (B) It requested the information from a person possessing knowledge of the information, who is not affiliated with the with the royalty company or similar registrant, and who denied the request; and (iii) Provides all required information that it does possess or which it can acquire without incurring an unreasonable burden or expense. (b) Disclose the following information for each material property specified in paragraph (a) of this section: (1) A brief description of the property including: (i) The location, accurate to within one mile, using an easily recognizable coordinate system. The registrant must provide appropriate maps, with proper engineering detail (such as scale, orientation, and titles). Such maps must be legible on the page when printed; (ii) … | |||||
| 17:17:3.0.1.1.12.14.38.6 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1300 | Subpart 229.1300—Disclosure by Registrants Engaged in Mining Operations | § 229.1305 (Item 1305) Internal controls disclosure. | SEC | (a) Describe the internal controls that the registrant uses in its exploration and mineral resource and reserve estimation efforts. This disclosure should include quality control and quality assurance (QC/QA) programs, verification of analytical procedures, and a discussion of comprehensive risk inherent in the estimation. (b) A registrant must provide the internal controls disclosure required by this section whether it is providing the disclosure under § 229.1303, § 229.1304, or under both sections. | |||||
| 17:17:3.0.1.1.12.15.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1400 | Subpart 229.1400—Disclosure by Bank and Savings and Loan Registrants | § 229.1401 (Item 1401) General instructions. | SEC | (a) A bank, bank holding company, savings and loan association, or savings and loan holding company (“bank and savings and loan registrants”) must provide the disclosure required by this subpart. (b) When the term “reported period” is used in this subpart, it refers to each of the periods described below: (1) Each annual period required by 17 CFR part 210 (“Regulation S-X”) or 17 CFR 239.90 (“Form 1-A”); and— (2) Any additional interim period subsequent to the most recent fiscal year end if a material change in the information or the trend evidenced thereby has occurred. (c) In this subpart, registrants are required to use daily averages unless otherwise indicated. Registrants may use weekly or month-end averages where the collection of data on a daily average basis would involve unwarranted or undue burden or expense; provided that such averages are representative of the registrant's operations. Registrants must disclose the basis used for presenting averages. (d) In various provisions throughout this subpart, registrants are required to disclose information relating to certain foreign financial activities. For purposes of this subpart, a registrant only is required to present this information if the registrant meets the threshold to make separate disclosures concerning its foreign activities in its consolidated financial statements pursuant to the test set forth in § 210.9-05 of Regulation S-X. | |||||
| 17:17:3.0.1.1.12.15.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1400 | Subpart 229.1400—Disclosure by Bank and Savings and Loan Registrants | § 229.1402 (Item 1402) Distribution of assets, liabilities and stockholders' equity; interest rates and interest differential. | SEC | (a) For each reported period, present average balance sheets containing the information specified below. The format of the average balance sheets may be condensed from consolidated financial statements, provided that the condensed average balance sheets indicate the significant categories of assets and liabilities, including all major categories of interest-earning assets and interest-bearing liabilities. Major categories of interest-earning assets must include, if material, loans, taxable investment securities, non-taxable investment securities, interest bearing deposits in other banks, federal funds sold, securities purchased with agreements to resell, and other short-term investments. Major categories of interest-bearing liabilities must include, if material, savings deposits, other time deposits, federal funds purchased, securities sold under agreements to repurchase, commercial paper, other short-term debt, and long-term debt. (b) For each reported period, present an analysis of net interest earnings as follows: (1) For each major category of interest-earning asset and each major category of interest-bearing liability, the average amount outstanding during the period and the interest earned or paid on such amount. (2) The average yield for each major category of interest-earning asset. (3) The average rate paid for each major category of interest-bearing liability. (4) The average yield on all interest-earning assets and the average rate paid on all interest-bearing liabilities. (5) The net yield on interest-earning assets (net interest earnings divided by total interest-earning assets, with net interest earnings equaling the difference between total interest earned and total interest paid). (6) The registrant may, at its option, present its analysis in connection with the average balance sheet required by paragraph (a) of this section. (c) For the interest rates and interest differential analysis, (1) Present for each comparative reporting period (i) The dollar amount of change in interest income,… | |||||
| 17:17:3.0.1.1.12.15.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1400 | Subpart 229.1400—Disclosure by Bank and Savings and Loan Registrants | § 229.1403 (Item 1403) Investments in debt securities. | SEC | (a) As of the end of the latest reported period, state the weighted average yield of each category of debt securities not carried at fair value through earnings for which disclosure is required in the financial statements and is due: (1) In one year or less, (2) After one year through five years, (3) After five years through ten years, and (4) After ten years. (b) Disclose how the weighted average yield has been calculated. Additionally, state whether yields on tax-exempt obligations have been computed on a tax-equivalent basis (see Instruction 4 to Item 1402 of this subpart). Discuss any major changes in the tax-exempt portfolio. | |||||
| 17:17:3.0.1.1.12.15.38.4 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1400 | Subpart 229.1400—Disclosure by Bank and Savings and Loan Registrants | § 229.1404 (Item 1404) Loan portfolio. | SEC | (a) As of the end of the latest reported period, present separately the amount of loans in each category for which disclosure is required in the financial statements that are due: (1) In one year or less, (2) After one year through five years, (3) After five years through 15 years, and (4) After 15 years. (b) For each loan category for which disclosure is provided in response to paragraph (a), present separately the total amount of loans in such loan category that are due after one year that (1) Have predetermined interest rates and (2) Have floating or adjustable interest rates. Instructions to Item 1404: 1. Report scheduled repayments in the maturity category in which the payment is due. 2. Report demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts as due in one year or less. 3. Determinations of maturities shall be based upon contractual terms. However, to the extent that non-contractual rollovers or extensions are included for purposes of measuring the allowance for credit losses under U.S. GAAP or IFRS, include such non-contractual rollovers or extensions for purposes of the maturities classification and briefly discuss this methodology. | |||||
| 17:17:3.0.1.1.12.15.38.5 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1400 | Subpart 229.1400—Disclosure by Bank and Savings and Loan Registrants | § 229.1405 (Item 1405) Allowance for Credit Losses. | SEC | (a) For each reported period, disclose the following credit ratios, along with each component of the ratio's calculation: (1) Allowance for credit losses to total loans outstanding at each period end. (2) Nonaccrual loans to total loans outstanding at each period end. (3) Allowance for credit losses to nonaccrual loans at each period end. (4) Net charge-offs during the period to average loans outstanding during the period. Provide this ratio for each loan category for which disclosure is required in the financial statements. (b) Provide a discussion of the factors that drove material changes in the ratios in (a) above, or the related components, during the periods presented. (c) At the end of each reported period, provide a breakdown of the allowance for credit losses by each loan category for which disclosure is required by U.S. GAAP in the following format: Allocation of the Allowance for Credit Losses Instructions to Item 1405: 1. A foreign private issuer that prepares its financial statements in accordance with IFRS as issued by the IASB does not need to provide disclosure responsive to Items 1405(a)(2), (a)(3) and Item 1405(c). 2. Net charge-offs must be based on current period net charge-offs for each loan category. | |||||
| 17:17:3.0.1.1.12.15.38.6 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1400 | Subpart 229.1400—Disclosure by Bank and Savings and Loan Registrants | § 229.1406 (Item 1406) Deposits. | SEC | (a) For each reported period, present separately the average amount of and the average rate paid on each of the following deposit categories that are in excess of 10 percent of average total deposits: (1) Noninterest bearing demand deposits. (2) Interest-bearing demand deposits. (3) Savings deposits. (4) Time deposits. (5) Other. (b) If the registrant believes other categories more appropriately describe the nature of the deposits, those categories may be used. (c) If material, separately present domestic deposits and foreign deposits for all amounts reported under (a) above. Foreign deposits as used here means deposits from depositors who are not in the registrant's country of domicile. (d) If material, the registrant must disclose separately the aggregate amount of deposits by foreign depositors in domestic offices. Registrants are not required to identify the nationality of the depositors. (e) As of the end of each reported period, present separately the amount of uninsured deposits. For registrants that are U.S. federally insured depository institutions, uninsured deposits are the portion of deposit accounts in U.S. offices that exceed the Federal Deposit Insurance Corporation insurance limit or similar state deposit insurance regime, and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regime. Foreign banking or savings and loan registrants must disclose the definition of uninsured deposits appropriate for their country of domicile. All registrants should consider the methodologies and assumptions used for regulatory reporting of uninsured deposits, to the extent applicable, for disclosure of uninsured deposits. To the extent it is not reasonably practicable to provide a precise measure of uninsured deposits at the reported period, the registrant must disclose that the amounts are based on estimated amounts of uninsured deposits as of the reported period. Such estimates must be based on the same me… | |||||
| 17:17:3.0.1.1.12.17.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1601 (Item 1601) Definitions. | SEC | For the purposes of this subpart: (a) De-SPAC transaction. The term de-SPAC transaction means a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, involving a special purpose acquisition company and one or more target companies (contemporaneously, in the case of more than one target company). (b) Special purpose acquisition company (SPAC). The term special purpose acquisition company (SPAC) means a company that has: (1) Indicated that its business plan is to: (i) Conduct a primary offering of securities that is not subject to the requirements of § 230.419 of this chapter (Rule 419 under the Securities Act); (ii) Complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within a specified time frame; and (iii) Return proceeds from the offering and any concurrent offering (if such offering or concurrent offering intends to raise proceeds) to its security holders if the company does not complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within the specified time frame; or (2) Represented that it pursues or will pursue a special purpose acquisition company strategy. (c) SPAC sponsor. The term SPAC sponsor means any entity and/or person primarily responsible for organizing, directing, or managing the business and affairs of a special purpose acquisition company, excluding, if an entity is a SPAC sponsor, officers and directors of the special purpose acquisition company who are not affiliates of any such entity that is a SPAC sponsor. (d) Target company. The term target company means an operating company, business or assets. | |||||
| 17:17:3.0.1.1.12.17.38.10 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1610 (Item 1610) Structured data requirement. | SEC | Provide the disclosure required by this subpart in an Interactive Data File in accordance with §§ 232.405 (Rule 405 of Regulation S-T) and 232.301 (the EDGAR Filer Manual) of this chapter. | |||||
| 17:17:3.0.1.1.12.17.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1602 (Item 1602) Registered offerings by special purpose acquisition companies. | SEC | (a) Forepart of registration statement and outside cover page of the prospectus. In addition to the information required by § 229.501 (Item 501 of Regulation S-K), provide the following information on the outside front cover page of the prospectus in plain English as required by § 230.421(d) of this chapter: (1) State the time frame for the special purpose acquisition company to consummate a de-SPAC transaction and whether this time frame may be extended. (2) State whether security holders will have the opportunity to redeem the securities offered and whether the redemptions will be subject to any limitations. (3) State the amount of the compensation received or to be received by the SPAC sponsor, its affiliates, and promoters, the amount of securities issued or to be issued by the SPAC to the SPAC sponsor, its affiliates, and promoters and the price paid or to be paid for such securities, and whether this compensation and securities issuance may result in a material dilution of the purchasers' equity interests. Provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus. (4) Disclose in the tabular format specified below at quartile intervals based on percentages of the maximum redemption threshold: the offering price; as of the most recent balance sheet date filed, the net tangible book value per share, as adjusted, as if the offering and assumed redemption levels have occurred and to give effect to material probable or consummated transactions (other than the completion of a de-SPAC transaction); and the difference between the offering price and such net tangible book value per share, as adjusted. Provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus: Table 1 to Paragraph (a) (4) Net Tangible Book Value Per Share, as Adjusted Instruction 1 to paragraph (a)(4). If the offering includes an over-allotment option, include separate rows in the tab… | |||||
| 17:17:3.0.1.1.12.17.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1603 (Item 1603) SPAC sponsor; conflicts of interest. | SEC | (a) SPAC sponsor, its affiliates, and promoters. Provide the following information about the SPAC sponsor, its affiliates, and promoters of the special purpose acquisition company: (1) State the SPAC sponsor's name and describe the SPAC sponsor's form of organization. (2) Describe the general character of the SPAC sponsor's business. (3) Describe the experience of the SPAC sponsor, its affiliates, and any promoters in organizing special purpose acquisition companies and the extent to which the SPAC sponsor, its affiliates, and the promoters are involved in other special purpose acquisition companies. (4) Describe the material roles and responsibilities of the SPAC sponsor, its affiliates, and any promoters in directing and managing the special purpose acquisition company's activities. (5) Describe any agreement, arrangement, or understanding between the SPAC sponsor and the special purpose acquisition company, its officers, directors, or affiliates with respect to determining whether to proceed with a de-SPAC transaction. (6) Disclose the nature ( e.g., cash, shares of stock, warrants and rights) and amounts of all compensation that has been or will be awarded to, earned by, or paid to the SPAC sponsor, its affiliates, and any promoters for all services rendered or to be rendered in all capacities to the special purpose acquisition company and its affiliates and the amount of securities issued or to be issued by the SPAC to the SPAC sponsor, its affiliates, and any promoters and the price paid or to be paid for such securities. Disclose any circumstances or arrangements under which the SPAC sponsor, its affiliates, and promoters, directly or indirectly, have transferred or could transfer ownership of securities of the SPAC, or that have resulted or could result in the surrender or cancellation of such securities. In addition, disclose the nature and amounts of any reimbursements to be paid to the SPAC sponsor, its affiliates, and any promoters upon the completion of a de-SPAC transaction. (7) Identify t… | |||||
| 17:17:3.0.1.1.12.17.38.4 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1604 (Item 1604) De-SPAC transactions. | SEC | (a) Forepart of registration statement and outside cover page of the prospectus. In addition to the information required by § 229.501 (Item 501 of Regulation S-K), provide the following information on the outside front cover page of the prospectus in plain English as required by § 230.421(d) of this chapter: (1) State the determination, if any, of the board of directors (or similar governing body) of the special purpose acquisition company disclosed in response to § 229.1606(a) (Item 1606(a) of Regulation S-K) and, if applicable, that the special purpose acquisition company or the SPAC sponsor has received a report, opinion, or appraisal referred to in § 229.1607(a) (Item 1607(a) of Regulation S-K). (2) Describe briefly any material financing transactions that have occurred since the initial public offering of the special purpose acquisition company or will occur in connection with the consummation of the de-SPAC transaction. (3) State the amount of the compensation received or to be received by the SPAC sponsor, its affiliates, and promoters in connection with the de-SPAC transaction or any related financing transaction; the amount of securities issued or to be issued by the SPAC to the SPAC sponsor, its affiliates, and promoters and the price paid or to be paid for such securities in connection with the de-SPAC transaction or any related financing transaction; and whether this compensation and securities issuance may result in a material dilution of the equity interests of non-redeeming shareholders who hold the securities until the consummation of the de-SPAC transaction. Provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus. (4) State whether, in connection with the de-SPAC transaction, there may be any actual or potential material conflict of interest, including any material conflict of interest that may arise in determining whether to proceed with a de-SPAC transaction and any material conflict of interest arising from … | |||||
| 17:17:3.0.1.1.12.17.38.5 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1605 (Item 1605) Background of and reasons for the de-SPAC transaction; terms of the de-SPAC transaction; effects. | SEC | (a) Provide a summary of the background of the de-SPAC transaction. Such summary must include a description of any contacts, negotiations, or transactions that have occurred concerning the de-SPAC transaction. (b) State the material terms of the de-SPAC transaction, including but not limited to: (1) A brief description of the de-SPAC transaction; (2) A brief description of any related financing transaction, including any payments from the SPAC sponsor to investors in connection with the financing transaction; (3) A reasonably detailed discussion of the reasons of the SPAC and the target company for engaging in the de-SPAC transaction and reasons of the SPAC for the structure and timing of the de-SPAC transaction and any related financing transaction; (4) An explanation of any material differences in the rights of SPAC and target company security holders as compared with security holders of the combined company as a result of the de-SPAC transaction; (5) A brief statement as to the accounting treatment of the de-SPAC transaction; and (6) The Federal income tax consequences of the de-SPAC transaction to the SPAC, the target company, and their respective security holders. (c) Describe the effects of the de-SPAC transaction and any related financing transaction on the special purpose acquisition company and its affiliates, the SPAC sponsor and its affiliates, the target company and its affiliates, and unaffiliated security holders of the special purpose acquisition company. The description must include a reasonably detailed discussion of both the benefits and detriments of the de-SPAC transaction and any related financing transaction to the special purpose acquisition company and its affiliates, the SPAC sponsor and its affiliates, the target company and its affiliates, and unaffiliated security holders of the special purpose acquisition company. The benefits and detriments of the de-SPAC transaction and any related financing transaction must be quantified to the extent practicable. (d) Disclose any material… | |||||
| 17:17:3.0.1.1.12.17.38.6 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1606 (Item 1606) Board determination about the de-SPAC transaction. | SEC | (a) Board determination. If the law of the jurisdiction in which the special purpose acquisition company is organized requires its board of directors (or similar governing body) to determine whether the de-SPAC transaction is advisable and in the best interests of the special purpose acquisition company and its security holders, or otherwise make any comparable determination, disclose that determination. (b) Factors considered in board determination. Discuss the material factors the board of directors (or similar governing body) of the special purpose acquisition company considered in making any determination disclosed in response to paragraph (a) of this section. To the extent considered, such factors must include, but need not be limited to, the valuation of the target company, financial projections relied upon by the board of directors (or similar governing body), the terms of financing materially related to the de-SPAC transaction, any report, opinion, or appraisal referred to in § 229.1607(a) (Item 1607(a) of Regulation S-K), and the dilution described in § 229.1604(c) (Item 1604(c) of Regulation S-K). (c) Approval of security holders. State whether or not the de-SPAC transaction is structured so that approval of at least a majority of unaffiliated security holders of the special purpose acquisition company is required. (d) Unaffiliated representative. State whether or not a majority of the directors (or members of similar governing body) who are not employees of the special purpose acquisition company has retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the de-SPAC transaction and/or preparing a report concerning the approval of the de-SPAC transaction. (e) Approval of directors. State whether or not the de-SPAC transaction was approved by a majority of the directors (or members of similar governing body) of the special purpose acquisition company who are not employees of the special purpose acquisition co… | |||||
| 17:17:3.0.1.1.12.17.38.7 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1607 (Item 1607) Reports, opinions, appraisals, and negotiations. | SEC | (a) Report, opinion, or appraisal. Disclose the information required by paragraph (b) of this section if the special purpose acquisition company or SPAC sponsor has received any report, opinion (other than an opinion of counsel) or appraisal from an outside party or an unaffiliated representative referred to in § 229.1606(d) (Item 1606(d) of Regulation S-K) materially relating to: (1) Any determination disclosed in response to § 229.1606(a) (Item 1606(a) of Regulation S-K); (2) The approval of the de-SPAC transaction; (3) The consideration or the fairness of the consideration to be offered to security holders of the target company in the de-SPAC transaction; or (4) The fairness of the de-SPAC transaction to the special purpose acquisition company, its security holders, or SPAC sponsor. (b) Preparer and summary of the report, opinion, appraisal, or negotiation. For each report, opinion, or appraisal referred to in paragraph (a) of this section or any negotiation or report described in response to § 229.1606(d) (Item 1606(d) of Regulation S-K) concerning the terms of the transaction: (1) Identify the outside party and/or unaffiliated representative; (2) Briefly describe the qualifications of the outside party and/or unaffiliated representative; (3) Describe the method of selection of the outside party and/or unaffiliated representative; (4) Describe any material relationship that existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of the relationship between: (i) The outside party, its affiliates, and/or unaffiliated representative; and (ii) The special purpose acquisition company, the SPAC sponsor and/or their respective affiliates; (5) If the report, opinion, or appraisal relates to the fairness of the consideration to be offered to security holders of the target company in the de-SPAC transaction, state whether the special purpose acquisition company or SPAC sponsor determined the amount of consideration to be … | |||||
| 17:17:3.0.1.1.12.17.38.8 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1608 (Item 1608) Tender offer filing obligations. | SEC | If the special purpose acquisition company files a Schedule TO (§ 240.14d-100 of this chapter) pursuant to § 240.13e-4(c)(2) of this chapter (Rule 13e-4(c)(2)) for any redemption of securities offered to security holders, such Schedule TO must provide the information required by General Instruction L.2. to Form S-4, General Instruction I.2. to Form F-4, and Item 14(f)(2) of Schedule 14A (§ 240.14a-101 of this chapter), as applicable, in addition to the information otherwise required by Schedule TO. Such redemption must be conducted in compliance with all other provisions of §§ 240.13e-4 (Rule 13e-4) and 240.14e-1 through 240.14e-8 (Regulation 14E) of this chapter. | |||||
| 17:17:3.0.1.1.12.17.38.9 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.1600 | Subpart 229.1600—Special Purpose Acquisition Companies | § 229.1609 (Item 1609) Projections in de-SPAC transactions. | SEC | (a) With respect to any projections disclosed in the filing (or any exhibit thereto), disclose the purpose for which the projections were prepared and the party that prepared the projections. (b) Disclose all material bases of the disclosed projections and all material assumptions underlying the projections, and any material factors that may affect such assumptions. The disclosure referred to in this section should include a discussion of any material growth or reduction rates or discount rates used in preparing the projections, and the reasons for selecting such growth or reduction rates or discount rates. (c) If the projections relate to the performance of the special purpose acquisition company, state whether or not the projections reflect the view of the special purpose acquisition company's management or board of directors (or similar governing body) about its future performance as of the most recent practicable date prior to the date of the disclosure document required to be disseminated to security holders. If the projections relate to the target company, disclose whether or not the target company has affirmed to the special purpose acquisition company that its projections reflect the view of the target company's management or board of directors (or similar governing body) about its future performance as of the most recent practicable date prior to the date of the disclosure document required to be disseminated to security holders. If the projections no longer reflect the views of the special purpose acquisition company's or the target company's management or board of directors (or similar governing body) regarding the future performance of their respective companies as of the most recent practicable date prior to the date of the disclosure document required to be disseminated to security holders, state the purpose of disclosing the projections and the reasons for any continued reliance by the management or board of directors (or similar governing body) on the projections. | |||||
| 17:17:3.0.1.1.12.2.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.100 | Subpart 229.100—Business | § 229.101 (Item 101) Description of business. | SEC | [47 FR 11401, Mar. 16, 1982, as amended at 63 FR 6381, Feb. 6, 1998; 64 FR 1734, Jan. 12, 1999; 67 FR 58504, Sept. 16, 2002; 70 FR 76641, Dec. 27, 2005; 73 FR 957, Jan. 4, 2008; 76 FR 50120, Aug. 12, 2011; 83 FR 50209, Oct. 4, 2018; 85 FR 63759, Oct. 8, 2020] | (a) General development of business. Describe the general development of the business of the registrant, its subsidiaries, and any predecessor(s). (1) In describing developments, only information material to an understanding of the general development of the business is required. Disclosure may include, but should not be limited to, the following topics: (i) Any material changes to a previously disclosed business strategy; (ii) The nature and effects of any material bankruptcy, receivership, or any similar proceeding with respect to the registrant or any of its significant subsidiaries; (iii) The nature and effects of any material reclassification, merger or consolidation of the registrant or any of its significant subsidiaries; and (iv) The acquisition or disposition of any material amount of assets otherwise than in the ordinary course of business. (2) Notwithstanding the provisions of § 230.411(b) or § 240.12b-23(a) of this chapter, as applicable, a registrant may only forgo providing a full discussion of the general development of its business for a filing other than an initial registration statement if it provides an update to the general development of its business, disclosing all of the material developments that have occurred since the most recent registration statement or report that includes a full discussion of the general development of its business. In addition, the registrant must incorporate by reference, and include one active hyperlink to one registration statement or report that includes, the full discussion of the general development of the registrant's business. (3) Registrants: (i) Filing a registration statement on Form S-1 (§ 239.11 of this chapter) under the Securities Act or on Form 10 (§ 249.210 of this chapter) under the Exchange Act; (ii) Not subject to the reporting requirements of section 13(a) or 15(d) of the Exchange Act immediately before the filing of such registration statement; and (iii) That (including predecessors) have not received revenue from operations during … | ||||
| 17:17:3.0.1.1.12.2.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.100 | Subpart 229.100—Business | § 229.102 (Item 102) Description of property. | SEC | [47 FR 11401, Mar. 16, 1982, as amended at 64 FR 1735, Jan. 12, 1999; 73 FR 957, Jan. 4, 2008; 74 FR 2193, Jan. 14, 2009; 83 FR 66444, Dec. 26, 2018; 84 FR 12716, Apr. 2, 2019] | To the extent material, disclose the location and general character of the registrant's principal physical properties. In addition, identify the segment(s), as reported in the financial statements, that use the properties described. If any such property is not held in fee or is held subject to an encumbrance that is material to the registrant, so state and describe briefly how held. Instruction 1 to Item 102: This item requires information that will reasonably inform investors as to the suitability, adequacy, productive capacity, and extent of utilization of the principal physical properties of the registrant and its subsidiaries, to the extent the described properties are material. A registrant should engage in a comprehensive consideration of the materiality of its properties. If appropriate, descriptions may be provided on a collective basis; detailed descriptions of the physical characteristics of individual properties or legal descriptions by metes and bounds are not required and shall not be given. Instruction 2 to Item 102: In determining materiality under this Item, the registrant should take into account both quantitative and qualitative factors. See Instruction 1 to Item 101 of Regulation S-K (§ 229.101). Instruction 3 to Item 102: Registrants engaged in mining operations must refer to and, if required, provide the disclosure under §§ 229.1300 through 229.1305 (subpart 1300 of Regulation S-K), in addition to any disclosure required by this section. Instruction 4 to Item 102: A registrant engaged in oil and gas producing activities shall provide the information required by Subpart 1200 of Regulation S-K. Instruction 5 to Item 102: The definitions in § 210.4-10(a) of Regulation S-X [17 CFR 210] shall apply to this Item with respect to oil and gas operations. Instruction 6 to Item 102: The attention of certain issuers engaged in oil and gas producing activities is directed to the information called for in Securities Act Industry Guide 4 (referred to in § 229.801(d)). Instruction 7… | ||||
| 17:17:3.0.1.1.12.2.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.100 | Subpart 229.100—Business | § 229.103 (Item 103) Legal proceedings. | SEC | [85 FR 63760, Oct. 8, 2020] | (a) Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceedings and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. Information may be provided by hyperlink or cross-reference to legal proceedings disclosure elsewhere in the document, such as in Management's Discussion & Analysis (MD&A), Risk Factors and notes to the financial statements. (b) No information need be given under this section for proceedings: (1) That involve negligence or other claims or actions if the business ordinarily results in such claims or actions, unless the claim or action departs from the normal kind of such claims or actions; or (2) That involve primarily a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 10 percent of the current assets of the registrant and its subsidiaries on a consolidated basis. However, if any proceeding presents in large degree the same legal or factual issues as other proceedings pending or known to be contemplated, the amount involved in such other proceedings shall be included in computing such percentage. (c) Notwithstanding paragraph (b) of this section, disclosure under this section shall include, but shall not be limited to: (1) Any material bankruptcy, receivership, or similar proceeding with respect to the registrant or any of its significant subsidiaries; (2) Any material proceedings to which any director, officer or affiliate of the registrant, any owner of record or beneficially of more than five percent of any class of voting securities of the registrant, or any associate of any such director, officer, af… | ||||
| 17:17:3.0.1.1.12.2.38.4 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.100 | Subpart 229.100—Business | § 229.104 (Item 104) Mine safety disclosure. | SEC | [76 FR 81782, Dec. 28, 2011] | (a) A registrant that is the operator, or that has a subsidiary that is an operator, of a coal or other mine shall provide the information specified below for the time period covered by the report: (1) For each coal or other mine of which the registrant or a subsidiary of the registrant is an operator, identify the mine and disclose: (i) The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 814) for which the operator received a citation from the Mine Safety and Health Administration. (ii) The total number of orders issued under section 104(b) of such Act (30 U.S.C. 814(b)). (iii) The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of such Act (30 U.S.C. 814(d)). (iv) The total number of flagrant violations under section 110(b)(2) of such Act (30 U.S.C. 820(b)(2)). (v) The total number of imminent danger orders issued under section 107(a) of such Act (30 U.S.C. 817(a)). (vi) The total dollar value of proposed assessments from the Mine Safety and Health Administration under such Act (30 U.S.C. 801 et seq. ). Instruction to Item 104(a)(1)(vi): Registrants must provide the total dollar value of assessments proposed by MSHA relating to any type of violation during the period covered by the report, regardless of whether the registrant has challenged or appealed the assessment. (vii) The total number of mining-related fatalities. Instruction to Item 104(a)(1)(vii): Registrants must report all fatalities occurring at a coal or other mine during the period covered by the report unless the fatality has been determined by MSHA to be unrelated to mining activity. (2) A list of coal or other mines, of which the registrant or a subsidiary of the registrant is an operator, that receive wr… | ||||
| 17:17:3.0.1.1.12.2.38.5 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.100 | Subpart 229.100—Business | § 229.105 (Item 105) Risk factors. | SEC | [85 FR 63761, Oct. 8, 2020] | (a) Where appropriate, provide under the caption “Risk Factors” a discussion of the material factors that make an investment in the registrant or offering speculative or risky. This discussion must be organized logically with relevant headings and each risk factor should be set forth under a subcaption that adequately describes the risk. The presentation of risks that could apply generically to any registrant or any offering is discouraged, but to the extent generic risk factors are presented, disclose them at the end of the risk factor section under the caption “General Risk Factors.” (b) Concisely explain how each risk affects the registrant or the securities being offered. If the discussion is longer than 15 pages, include in the forepart of the prospectus or annual report, as applicable, a series of concise, bulleted or numbered statements that is no more than two pages summarizing the principal factors that make an investment in the registrant or offering speculative or risky. If the risk factor discussion is included in a registration statement, it must immediately follow the summary section required by § 229.503 (Item 503 of Regulation S-K). If you do not include a summary section, the risk factor section must immediately follow the cover page of the prospectus or the pricing information section that immediately follows the cover page. Pricing information means price and price-related information that you may omit from the prospectus in an effective registration statement based on Rule 430A (§ 230.430A of this chapter). The registrant must furnish this information in plain English. See § 230.421(d) of Regulation C of this chapter. | ||||
| 17:17:3.0.1.1.12.2.38.6 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.100 | Subpart 229.100—Business | § 229.106 (Item 106) Cybersecurity. | SEC | [88 FR 51942, Aug. 4, 2023] | (a) Definitions. For purposes of this section: Cybersecurity incident means an unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through a registrant's information systems that jeopardizes the confidentiality, integrity, or availability of a registrant's information systems or any information residing therein. Cybersecurity threat means any potential unauthorized occurrence on or conducted through a registrant's information systems that may result in adverse effects on the confidentiality, integrity, or availability of a registrant's information systems or any information residing therein. Information systems means electronic information resources, owned or used by the registrant, including physical or virtual infrastructure controlled by such information resources, or components thereof, organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of the registrant's information to maintain or support the registrant's operations. (b) Risk management and strategy. (1) Describe the registrant's processes, if any, for assessing, identifying, and managing material risks from cybersecurity threats in sufficient detail for a reasonable investor to understand those processes. In providing such disclosure, a registrant should address, as applicable, the following non-exclusive list of disclosure items: (i) Whether and how any such processes have been integrated into the registrant's overall risk management system or processes; (ii) Whether the registrant engages assessors, consultants, auditors, or other third parties in connection with any such processes; and (iii) Whether the registrant has processes to oversee and identify such risks from cybersecurity threats associated with its use of any third-party service provider. (2) Describe whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the registrant, … | ||||
| 17:17:3.0.1.1.12.3.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.200 | Subpart 229.200—Securities of the Registrant | § 229.201 (Item 201) Market price of and dividends on the registrant's common equity and related stockholder matters. | SEC | [47 FR 11401, Mar. 16, 1982, as amended at 47 FR 25127, June 10, 1982; 47 FR 54768, Dec. 6, 1982; 67 FR 246, Jan. 2, 2002; 71 FR 53240, Sept. 8, 2006; 73 FR 957, Jan. 4, 2008; 76 FR 50120, Aug. 12, 2011; 83 FR 50209, Oct. 4, 2018] | (a) Market information. (1)(i) Identify the principal United States market(s) and the corresponding trading symbol(s) for each class of the registrant's common equity. In the case of foreign registrants, also identify the principal foreign public trading market(s), if any, and the corresponding trading symbol(s) for each class of the registrant's common equity. (ii) If the principal United States market for such common equity is not an exchange, indicate, as applicable, that any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. (iii) Where there is no established public trading market for a class of common equity, furnish a statement to that effect and, if applicable, state the range of high and low bid information for each full quarterly period within the two most recent fiscal years and any subsequent interim period for which financial statements are included, or are required to be included by 17 CFR 210.3-01 through 210.3-20 (Article 3 of Regulation S-X), indicating the source of such quotations. Reference to quotations shall be qualified by appropriate explanation. For purposes of this Item the existence of limited or sporadic quotations should not of itself be deemed to constitute an “established public trading market.” (2) If the information called for by this paragraph (a) is being presented in a registration statement on Form S-1 (§ 239.11 of this chapter) under the Securities Act or on Form 10 (§ 249.210 of this chapter) under the Exchange Act relating to a class of common equity for which at the time of filing there is no established United States public trading market, indicate the amount(s) of common equity: (i) [Reserved] (ii) That could be sold pursuant to § 230.144 of this chapter or that the registrant has agreed to register under the Securities Act for sale by security holders; or (iii) That is being, or has been publicly proposed to be, publicly offered by the registrant (… | ||||
| 17:17:3.0.1.1.12.3.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.200 | Subpart 229.200—Securities of the Registrant | § 229.202 (Item 202) Description of registrant's securities. | SEC | [47 FR 11401, Mar. 16, 1982, as amended at 47 FR 54768, Dec. 6, 1982; 51 FR 42056, Nov. 20, 1986; 70 FR 1593, Jan. 7, 2005; 84 FR 12717, Apr. 2, 2019; 84 FR 39967, Aug. 13, 2019] | (a) Capital stock. If capital stock is to be registered, state the title of the class and describe such of the matters listed in paragraphs (a) (1) through (5) as are relevant. A complete legal description of the securities need not be given. (1) Outline briefly: (i) dividend rights; (ii) terms of conversion; (iii) sinking fund provisions; (iv) redemption provisions; (v) voting rights, including any provisions specifying the vote required by security holders to take action; (vi) any classification of the Board of Directors, and the impact of such classification where cumulative voting is permitted or required; (vii) liquidation rights; (viii) preemption rights; and (ix) liability to further calls or to assessment by the registrant and for liabilities of the registrant imposed on its stockholders under state statutes (e.g., to laborers, servants or employees of the registrant), unless such disclosure would be immaterial because the financial resources of the registrant or other factors make it improbable that liability under such state statutes would be imposed; (x) any restriction on alienability of the securities to be registered; and (xi) any provision discriminating against any existing or prospective holder of such securities as a result of such security holder owning a substantial amount of securities. (2) If the rights of holders of such stock may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class, so state and explain briefly. (3) If preferred stock is to be registered, describe briefly any restriction on the repurchase or redemption of shares by the registrant while there is any arrearage in the payment of dividends or sinking fund installments. If there is no such restriction, so state. (4) If the rights evidenced by, or amounts payable with respect to, the shares to be registered are, or may be, materially limited or qualified by the rights of any other authorized class of securities, include the information regarding such other securities as wi… | ||||
| 17:17:3.0.1.1.12.4.38.1 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.300 | Subpart 229.300—Financial Information | § 229.301 [Reserved] | SEC | ||||||
| 17:17:3.0.1.1.12.4.38.2 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.300 | Subpart 229.300—Financial Information | § 229.302 (Item 302) Supplementary financial information. | SEC | [47 FR 11401, Mar. 16, 1982, as amended at 47 FR 57914, Dec. 29, 1982; 52 FR 30919, Aug. 18, 1987; 56 FR 30053, July 1, 1991; 64 FR 73402, Dec. 30, 1999; 73 FR 958, Jan. 4, 2008; 74 FR 18617, Apr. 23, 2009; 76 FR 50120, Aug. 12, 2011; 83 FR 50210, Oct. 4, 2018; 86 FR 2126, Jan. 11, 2021] | (a) Disclosure of material quarterly changes. When there are one or more retrospective changes to the statements of comprehensive income for any of the quarters within the two most recent fiscal years or any subsequent interim period for which financial statements are included or are required to be included by §§ 210.3-01 through 210.3-20 of this chapter (Article 3 of Regulation S-X) that individually or in the aggregate are material, provide an explanation of the reasons for such material changes and disclose, for each affected quarterly period and the fourth quarter in the affected year, summarized financial information related to the statements of comprehensive income as specified in § 210.1-02(bb)(1)(ii) of this chapter (Rule 1-02(bb)(1)(ii) of Regulation S-X) and earnings per share reflecting such changes. (1) If the financial statements to which this information relates have been reported on by an accountant, appropriate professional standards and procedures, as enumerated in Auditing Standards issued by the Public Company Accounting Oversight Board (“PCAOB”), shall be followed by the reporting accountant with regard to the disclosure required by this paragraph (a). (2) This paragraph (a) applies to any registrant, except a foreign private issuer, that has securities registered pursuant to sections 12(b) (15 U.S.C. 78l(b)) (other than mutual life insurance companies) or 12(g) of the Exchange Act (15 U.S.C. 78l(g)) after the registrant's initial registration of securities under these sections. (3) A registrant that qualifies as a smaller reporting company, as defined by § 229.10(f)(1), is not required to provide the information required by this section. (b) Information about oil and gas producing activities. Registrants engaged in oil and gas producing activities shall present the information about oil and gas producing activities (as those activities are defined in Regulation S-X, § 210.4-10(a)) specified in FASB ASC Topic 932, Extractive Activities—Oil and Gas, if such oil and gas producing activ… | ||||
| 17:17:3.0.1.1.12.4.38.3 | 17 | Commodity and Securities Exchanges | II | 229 | PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K | 229.300 | Subpart 229.300—Financial Information | § 229.303 (Item 303) Management's discussion and analysis of financial condition and results of operations. | SEC | [86 FR 2126, Jan. 11, 2021] | (a) Objective. The objective of the discussion and analysis is to provide material information relevant to an assessment of the financial condition and results of operations of the registrant including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. The discussion and analysis must focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management's assessment to have a material impact on future operations. The discussion and analysis must be of the financial statements and other statistical data that the registrant believes will enhance a reader's understanding of the registrant's financial condition, cash flows and other changes in financial condition and results of operations. A discussion and analysis that meets the requirements of this paragraph (a) is expected to better allow investors to view the registrant from management's perspective. (b) Full fiscal years. The discussion of financial condition, changes in financial condition and results of operations must provide information as specified in paragraphs (b)(1) through (3) of this section and such other information that the registrant believes to be necessary to an understanding of its financial condition, changes in financial condition and results of operations. Where the financial statements reflect material changes from period-to-period in one or more line items, including where material changes within a line item offset one another, describe the underlying reasons for these material changes in quantitative and qualitative terms. Where in the registrant's judgment a discussion of segment information and/or of other subdivisions ( e.g., geographic areas, produc… |
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title_number INTEGER,
title_name TEXT,
chapter TEXT,
subchapter TEXT,
part_number TEXT,
part_name TEXT,
subpart TEXT,
subpart_name TEXT,
section_number TEXT,
section_heading TEXT,
agency TEXT,
authority TEXT,
source_citation TEXT,
amendment_citations TEXT,
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CREATE INDEX idx_cfr_title ON cfr_sections(title_number);
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CREATE INDEX idx_cfr_agency ON cfr_sections(agency);