§77mmm — Title 15 Commerce and Trade | U.S. Code

Summary

The indenture trustee must send a short report to the holders of the indenture securities at least once every 12 months. If none of the listed events happened in the past year, no report is needed. The report must cover eight kinds of events, such as changes to the trustee’s eligibility, certain relationships with the issuer, unpaid advances by the trustee that total more than one-half of 1 percent of the principal amount outstanding, changes in other debts the issuer owes the trustee, property and funds the trustee holds, any release or substitution of property subject to the indenture, any new issues of the securities, and any other trustee actions that the trustee thinks materially affect the securities or the trust estate. The trustee must also send shorter reports within 90 days for a release or substitution of property unless that property’s fair value is less than 10 percent of the principal amount outstanding, and within 90 days when unpaid advances since the last report exceed 10 percent of the principal amount outstanding. Reports must be mailed to registered holders listed on the issuer’s books, to holders who gave their names and addresses to the trustee in the past two years, and (except for the 90‑day reports above) to holders whose names the trustee received under the law. A copy must also be filed at the same time with any stock exchange where the securities are listed and with the Commission.

Title 15, §77mmm

Commerce and Trade — Source: USLM XML via OLRC

(a)The indenture trustee shall transmit to the indenture security holders as hereinafter provided, at stated intervals of not more than 12 months, a brief report with respect to any of the following events which may have occurred within the previous 12 months (but if no such event has occurred within such period no report need be transmitted):— 11 So in original. The colon probably should not appear.

(1)any change to its eligibility and its qualifications under section 77jjj of this title;

(2)the creation of or any material change to a relationship specified in paragraph 22 So in original. Probably should be “paragraphs”. (1) through (10) of section 77jjj(b) of this title;

(3)the character and amount of any advances made by it, as indenture trustee, which remain unpaid on the date of such report, and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the indenture securities, on the trust estate or on property or funds held or collected by it as such trustee, if such advances so remaining unpaid aggregate more than one-half of 1 per centum of the principal amount of the indenture securities outstanding on such date;

(4)any change to the amount, interest rate, and maturity date of all other indebtedness owing to it in its individual capacity, on the date of such report, by the obligor upon the indenture securities, with a brief description of any property held as collateral security therefor, except an indebtedness based upon a creditor relationship arising in any manner described in paragraphs (2), (3), (4), or (6) of subsection (b) of section 77kkk of this title;

(5)any change to the property and funds physically in its possession as indenture trustee on the date of such report;

(6)any release, or release and substitution, of property subject to the lien of the indenture (and the consideration therefor, if any) which it has not previously reported;

(7)any additional issue of indenture securities which it has not previously reported; and

(8)any action taken by it in the performance of its duties under the indenture which it has not previously reported and which in its opinion materially affects the indenture securities or the trust estate, except action in respect of a default, notice of which has been or is to be withheld by it in accordance with an indenture provision authorized by subsection (b) of section 77ooo of this title.

(b)The indenture trustee shall transmit to the indenture security holders as hereinafter provided, within the times hereinafter specified, a brief report with respect to—

(1)the release, or release and substitution, of property subject to the lien of the indenture (and the consideration therefor, if any) unless the fair value of such property, as set forth in the certificate or opinion required by paragraph (1) of subsection (d) of section 77nnn of this title, is less than 10 per centum of the principal amount of indenture securities outstanding at the time of such release, or such release and substitution, such report to be so transmitted within 90 days after such time; and

(2)the character and amount of any advances made by it as such since the date of the last report transmitted pursuant to the provisions of subsection (a) (or if no such report has yet been so transmitted, since the date of execution of the indenture), for the reimbursement of which it claims or may claim a lien or charge, prior to that of the indenture securities, on the trust estate or on property or funds held or collected by it as such trustee, and which it has not previously reported pursuant to this paragraph, if such advances remaining unpaid at any time aggregate more than 10 per centum of the principal amount of indenture securities outstanding at such time, such report to be so transmitted within 90 days after such time.

(c)Reports pursuant to this section shall be transmitted by mail—

(1)to all registered holders of indenture securities, as the names and addresses of such holders appear upon the registration books of the obligor upon the indenture securities;

(2)to such holders of indenture securities as have, within the two years preceding such transmission, filed their names and addresses with the indenture trustee for that purpose; and

(3)except in the case of reports pursuant to subsection (b) of this section, to all holders of indenture securities whose names and addresses have been furnished to or received by the indenture trustee pursuant to section 77lll of this title.

(d)A copy of each such report shall, at the time of such transmission to indenture security holders, be filed with each stock exchange upon which the indenture securities are listed, and also with the Commission.

Notes & Related Subsidiaries

Editorial Notes

Amendments

1998—Subsec. (a)(4). Pub. L. 105–353, § 301(e)(3)(A), inserted “any change to” before “the amount”. Subsec. (a)(6). Pub. L. 105–353, § 301(e)(3)(B), struck out “any change to” before “any release”. 1990—Subsec. (a). Pub. L. 101–550, § 411(1), (2), substituted “The indenture trustee shall” for “The indenture to be qualified shall contain provisions requiring the indenture trustee to” and inserted “any of the following events which may have occurred within the previous 12 months (but if no such event has occurred within such period no report need be transmitted):” after “a brief report with respect to”. Subsec. (a)(1). Pub. L. 101–550, § 411(3), (4), inserted “any change to” before “its eligibility” and struck out “, or in lieu thereof, if to the best of its knowledge it has continued to be eligible and qualified under such section, a written statement to such effect” after “of this title”. Subsec. (a)(2). Pub. L. 101–550, § 411(5), added par. (2) and redesignated former par. (2) as (3). Subsec. (a)(3), (4). Pub. L. 101–550, § 411(5)(A), redesignated pars. (2) and (3) as (3) and (4), respectively. Former par. (4) redesignated (5). Subsec. (a)(5). Pub. L. 101–550, § 411(5)(A), redesignated par. (4) as (5). Former par. (5) redesignated (6). Pub. L. 101–550, § 411(3), inserted “any change to” after the paragraph designation. Subsec. (a)(6). Pub. L. 101–550, § 411(5)(A), redesignated par. (5) as (6). Former par. (6) redesignated (7). Pub. L. 101–550, § 411(3), inserted “any change to” after the paragraph designation. Subsec. (a)(7), (8). Pub. L. 101–550, § 411(5)(A), redesignated pars. (6) and (7) as (7) and (8), respectively. Subsec. (b). Pub. L. 101–550, § 412(1), substituted “The indenture trustee shall” for “The indenture to be qualified shall also contain provisions requiring the indenture trustee to”. Subsec. (c). Pub. L. 101–550, § 412(2), substituted “Reports” for “The indenture to be qualified shall also provide that reports”. Subsec. (d). Pub. L. 101–550, § 412(3), substituted “A copy” for “The indenture to be qualified shall also provide that a copy”.

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.

§77mmm Reports by Indenture Trustee

Summary

Title 15, §77mmm

Notes & Related Subsidiaries

Editorial Notes

Amendments

Executive Documents

Transfer of Functions

Transfer of Functions

Citations & Metadata