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15 U.S.C. § 77mmmReports by indenture trustee

submitted 93 years ago by ch. 38 to r/title-15-COMMERCE-AND-TRADE · 816 words · no verdicts yet

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Bond trustees must send bondholders a yearly report on key changes. Bigger property releases or advances need faster, separate reports. These reports also go to stock exchanges and the SEC.

(a) Annual report to bondholders At least once every 12 months, the indenture trustee must send bondholders a brief report on any of the following events from the previous 12 months (no report is needed if none occurred): (1) any change in the trustee's eligibility or qualifications under section 77jjj; (2) the creation of, or any material change to, a relationship listed in section 77jjj(b)(1) through (10) — the conflict-of-interest categories; (3) the character and amount of any advances the trustee made, as trustee, that remain unpaid on the report date, for which it claims or may claim a lien or charge ahead of the bonds, if those unpaid advances total more than one-half of one percent of the outstanding bond principal; (4) any change in the amount, interest rate, and maturity of other debt the obligor owes the trustee personally as of the report date, with a brief description of any collateral for it — except debt arising from a creditor relationship described in section 77kkk(b)(2), (3), (4), or (6); (5) any change in the property and funds physically in the trustee's possession as trustee as of the report date; (6) any release, or release and substitution, of mortgaged property (and any consideration for it) not previously reported; (7) any additional issue of bonds not previously reported; and (8) any action the trustee took in performing its duties under the indenture that it hasn't previously reported and that, in its opinion, materially affects the bonds or the trust estate — except action related to a default whose notice the trustee has withheld or is withholding under an indenture provision authorized by section 77ooo(b). (b) Faster reports on bigger events The trustee must also send bondholders a brief report, within the stated deadlines, about: (1) a release, or release and substitution, of mortgaged property, unless the property's fair value (as shown in the certificate or opinion required by section 77nnn(d)(1)) is less than 10% of the outstanding bond principal at the time — such a report is due within 90 days after the release; and (2) the character and amount of any advances the trustee has made since the date of its last report under subsection (a) (or since the indenture was signed, if no report has been sent yet), for which it claims or may claim a priority lien, and which it hasn't previously reported under this paragraph, if such unpaid advances at any time total more than 10% of the outstanding bond principal — such a report is due within 90 days after that threshold is reached. (c) Who receives the reports Reports under this section must be mailed to: (1) all registered bondholders, based on the obligor's registration records; (2) any bondholder who has, within the preceding two years, filed their name and address with the trustee for that purpose; and (3) — except for reports under subsection (b) — everyone whose name and address the trustee received under section 77lll (the bondholder-list provisions). (d) Filing with stock exchanges A copy of each report must, at the time it is sent to bondholders, also be filed with every stock exchange where the bonds are listed, and with the SEC.
the actual law source: uscode.house.gov ↗public domain
(a) Report to security holders; time; contents

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):— 1

(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 2 (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) Additional reports to security holders

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) Additional parties to whom reports to be transmitted

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) Filing of report with stock exchanges

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.

Source credit: (May 27, 1933, ch. 38, title III, § 313, as added Aug. 3, 1939, ch. 411, 53 Stat. 1165; amended Pub. L. 101–550, title IV, §§ 411, 412, Nov. 15, 1990, 104 Stat. 2729; Pub. L. 105–353, title III, § 301(e)(3), Nov. 3, 1998, 112 Stat. 3237.)

history & why it existsrecord from the source credit
  • 1933Enacted · Act of May 27, 1933, ch. 38 · 53 Stat. 1165
  • 1990Amended · Pub. L. 101-550 · 104 Stat. 2729
  • 1998Amended · Pub. L. 105-353 · 112 Stat. 3237

A history note hasn’t been published yet. The record shows enactment by ch. 38 on 1933-05-27.

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