§77eee Securities Required to Be Registered Under Securities Act

Summary

Require a registration statement for a security to include documents and information so the SEC can decide if the trustee named under the indenture can legally serve. The filing must also give a clear analysis of key indenture rules, covering five things: how a default is defined and when notice can be withheld; how the securities are authenticated, delivered, and how the money is used; how property under the lien can be released or replaced; how the indenture can be satisfied or discharged; and what proof the borrower must give the trustee that it met its promises. The SEC must refuse to let the registration become effective before its effective date if the security is not issued under an indenture or if the named trustee is not eligible, except for certain delayed offerings under the 1933 Act. For those delayed offerings, the issuer may file an application to have the trustee’s eligibility decided. The SEC can refuse that application only after notice and a chance for a hearing under the usual refusal-order rules. If the SEC issues a refusal after hearing, the obligor must appoint an eligible trustee within 5 calendar days, and the refusal stays in effect until a qualified trustee is appointed. If no refusal is issued, the application becomes effective on the tenth day after filing unless the SEC acts sooner. The prospectus must include the same analysis, and the SEC may add a supplementary staff analysis by order after notice and, if the issuer demands, a hearing before registration is effective. Statements in or omissions from these analyses are not covered by sections 11, 12, 17, and 24 of the 1933 Act or by sections 77www and 77yyy.