PRIA, Government Policy, Made Personal

Summary

An obligor on indenture securities must give the institutional trustee, at least every six months and whenever the trustee asks in writing, any names and addresses of the security holders that the obligor or its paying agents have. The trustee must keep that information as up to date as is reasonably possible. If three or more holders who have each owned a security for at least six months send a written request with a copy of the message they want to send, the trustee has five business days to either let those applicants see the holder information or tell them the approximate number of holders and the estimated cost to mail their message. If the trustee refuses to share the list, the applicants can ask the trustee to mail the material to all holders after giving the material and paying (or promising to pay) the mailing costs. Within five days after that tender, the trustee may instead notify the applicants and the Commission in writing that mailing would harm holders or break the law and explain why. After a hearing the Commission can sustain or reject the trustee’s objections; if the objections are rejected or later fixed, the trustee must promptly mail the material after payment is renewed. Sharing names and addresses under these rules is not a violation of law, and the trustee is not liable for mailing as allowed here.

Title 15, §77lll

Commerce and Trade, Source: USLM XML via OLRC

(a)Periodic filing of information by obligor with trustee

Each obligor upon the indenture securities shall furnish or cause to be furnished to the institutional trustee thereunder at stated intervals of not more than six months, and at such other times as such trustee may request in writing, all information in the possession or control of such obligor, or of any of its paying agents, as to the names and addresses of the indenture security holders, and requiring such trustee to preserve, in as current a form as is reasonably practicable, all such information so furnished to it or received by it in the capacity of paying agent.

(b)Access of information to security holders

Within five business days after the receipt by the institutional trustee of a written application by any three or more indenture security holders stating that the applicants desire to communicate with other indenture security holders with respect to their rights under such indenture or under the indenture securities, and accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, and by reasonable proof that each such applicant has owned an indenture security for a period of at least six months preceding the date of such application, such institutional trustee shall, at its election, either—

(1)afford to such applicants access to all information so furnished to or received by such trustee; or

(2)inform such applicants as to the approximate number of indenture security holders according to the most recent information so furnished to or received by such trustee, and as to the approximate cost of mailing to such indenture security holders the form of proxy or other communication, if any, specified in such application.

If such trustee shall elect not to afford to such applicants access to such information, such trustee shall, upon the written request of such applicants, mail to all such indenture security holders copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to such trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing, unless within five days after such tender, such trustee shall mail to such applicants, and file with the Commission together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of such trustee, such mailing would be contrary to the best interests of the indenture security holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. After opportunity for hearing upon the objections specified in the written statement so filed, the Commission may, and if demanded by such trustee or by such applicants shall, enter an order either sustaining one or more of such objections or refusing to sustain any of them. If the Commission shall enter an order refusing to sustain any of such objections, or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, such trustee shall mail copies of such material to all such indenture security holders with reasonable promptness after the entry of such order and the renewal of such tender.

(c)Disclosure of information deemed not violative of any law

The disclosure of any such information as to the names and addresses of the indenture security holders in accordance with the provisions of this section, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law, or of any law hereafter enacted which does not specifically refer to this section, nor shall such trustee be held accountable by reason of mailing any material pursuant to a request made under subsection (b) of this section.

Notes & Related Subsidiaries

Editorial Notes

Amendments

1990—Subsec. (a). Pub. L. 101–550, § 410(1), (2), substituted “Each obligor” for “The indenture to be qualified shall contain provisions requiring each obligor” and “indenture securities shall” for “indenture securities to”. Subsec. (b). Pub. L. 101–550, § 410(3), substituted “Within” for “The indenture to be qualified shall also contain provisions requiring that, within”.

Executive Documents

Transfer of Functions

For

Transfer of Functions

of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.

§77lll Bondholders’ Lists

Summary

Title 15, §77lll

Notes & Related Subsidiaries

Editorial Notes

Amendments

Executive Documents

Transfer of Functions

Transfer of Functions

Citations & Metadata