Federal Register, Volume 76, Number 149, August 3, 2011, Pages 46595-47054 Page: 46,618
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46618 Federal Register/Vol. 76, No. 149/Wednesday, August 3, 2011 /Rules and Regulations
and by revising paragraphs (b)(2) and
(b)(5) to read as follows:
239.13 Form S-3, for registration under
the Securities Act of 1933 of securities of
certain issuers offered pursuant to certain
types of transactions.
* * * * *
(b) * * *
Instruction to paragraph (b)(1): * * *
(2) Primary Offerings of Non-
Convertible Securities Other than
Common Equity. Non-convertible
securities, other than common equity, to
be offered for cash by or on behalf of a
registrant, provided the registrant:
(i) Has issued (as of a date within 60
days prior to the filing of the registration
statement) at least $1 billion in non-
convertible securities, other than
common equity, in primary offerings for
cash, not exchange, registered under the
Securities Act, over the prior three
years; or
(ii) Has outstanding (as of a date
within 60 days prior to the filing of the
registration statement) at least $750
million of non-convertible securities,
other than common equity, issued in
primary offerings for cash, not
exchange, registered under the
Securities Act; or
(iii) is a wholly-owned subsidiary of
a well-known seasoned issuer (as
defined in 17 CFR 230.405); or
(iv) Is a majority-owned operating
partnership of a real estate investment
trust that qualifies as a well-known
seasoned issuer (as defined in 17 CFR
230.405); or
(v) Discloses in the registration
statement that it has a reasonable belief
that it would have been eligible to use
this Form S-3 as of September 1, 2011
because it is registering a primary
offering of non-convertible investment
grade securities, discloses the basis for
such belief, and files a final prospectus
for an offering pursuant to such
registration statement on this Form S-3
on or before September 2, 2014.
Instruction to paragraph (b)(2). For
purposes of paragraph (b)(2)(i) of this
section, an insurance company, as
defined in Section 2(a)(13) of the
Securities Act of 1933 (15 U.S.C.
77b(a)(13), when using this Form S-3 to
register offerings of securities subject to
regulation under the insurance laws of
any State or Territory of the United
States or the District of Columbia
("insurance contracts"), may include
purchase payments or premium
payments for insurance contracts,
including purchase payments or
premium payments for variable
insurance contracts (not including
purchase payments or premiumpayments initially allocated to
investment options that are not
registered under the Securities Act of
1933 (15 U.S.C. 77a)), issued in offerings
registered under the Securities Act over
the prior three years. For purposes of
paragraph (b)(ii) of this section, an
insurance company, as defined in
Section 2(a)(13) of the Securities Act of
1933, when using this Form S-3 to
register offerings of insurance contracts,
may include the contract value, as of the
measurement date, of any outstanding
insurance contracts, including variable
insurance contracts (not including the
value allocated as of the measurement
date to investment options that are not
registered under the Securities Act of
1933), issued in offerings registered
under the Securities Act of 1933.
* * * * *
(5) The securities are investment
grade securities. An asset-backed
security is an investment grade security
if, at the time of sale, at least one
nationally recognized statistical rating
organization (as that term is used in 17
CFR 240.15c3-1(c)(2)(vi)(F)) has rated
the security in one of its generic rating
categories that signifies investment
grade; typically, the four highest rating
categories (within which there may be
sub-categories or gradations indicating
relative standing) signify investment
grade.
* * * * *
16. Amend Form S-3 (referenced in
17 CFR 239.13) by:
m a. Revising General Instruction I.B.2.;
a b. Revising General Instruction
I.B.5(a)(i).; and
a c. Revising Instruction 3 to the
signature block to remove the word
"Requirements" and add in its place the
word "Requirement" and to remove the
phrase "B.2. or".
The revision reads as follows:
Note: The text of Form S-3 does not, and
this amendment will not, appear in the Code
of Federal Regulations.
Form S-3
Registration Statement Under the
Securities Act of 1933
* * * * *
General Instructions
I. Eligibility Requirements for Use of
Form S-3
* * * * *
B. Transaction Requirements. * * *
2. Primary Offerings of Non-
Convertible Securities Other than
Common Equity. Non-convertible
securities, other than common equity, to
be offered for cash by or on behalf of a
registrant, provided the registrant (i) hasissued (as of a date within 60 days prior
to the filing of the registration
statement) at least $1 billion in non-
convertible securities, other than
common equity, in primary offerings for
cash, not exchange, registered under the
Securities Act, over the prior three
years; or (ii) has outstanding (as of a
date within 60 days prior to the filing
of the registration statement) at least
$750 million of non-convertible
securities, other than common equity,
issued in primary offerings for cash, not
exchange, registered under the
Securities Act; or (iii) is a wholly-owned
subsidiary of a well-known seasoned
issuer (as defined in 17 CFR 230.405);
or (iv) is a majority-owned operating
partnership of a real estate investment
trust that qualifies as a well-known
seasoned issuer (as defined in 17 CFR
230.405); or (v) discloses in the
registration statement that it has a
reasonable belief that it would have
been eligible to use Form S-3 as of
September 1, 2011 because it is
registering a primary offering of non-
convertible investment grade securities,
discloses the basis for such belief, and
files a final prospectus for an offering
pursuant to such registration statement
on Form S-3 on or before September 2,
2014.
Instruction. For purposes of
Instruction I.B.2(i) above, an insurance
company, as defined in Section 2(a)(13)
of the Securities Act, when using this
Form to register offerings of securities
subject to regulation under the
insurance laws of any State or Territory
of the United States or the District of
Columbia ("insurance contracts"), may
include purchase payments or premium
payments for insurance contracts,
including purchase payments or
premium payments for variable
insurance contracts (not including
purchase payments or premium
payments initially allocated to
investment options that are not
registered under the Securities Act),
issued in offerings registered under the
Securities Act over the prior three years.
For purposes of Instruction I.B.2(ii)
above, an insurance company, as
defined in Section 2(a)(13) of the
Securities Act, when using this Form to
register offerings of insurance contracts,
may include the contract value, as of the
measurement date, of any outstanding
insurance contracts, including variable
insurance contracts (not including the
value allocated as of the measurement
date to investment options that are not
registered under the Securities Act),
issued in offerings registered under the
Securities Act.* * * * *
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United States. Office of the Federal Register. Federal Register, Volume 76, Number 149, August 3, 2011, Pages 46595-47054, periodical, August 3, 2011; Washington D.C.. (https://digital.library.unt.edu/ark:/67531/metadc52326/m1/32/: accessed April 25, 2024), University of North Texas Libraries, UNT Digital Library, https://digital.library.unt.edu; crediting UNT Libraries Government Documents Department.