General Electric Company and GE Capital International Funding Company; Notice of Application, 57891-57893 [2015-24445]
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Federal Register / Vol. 80, No. 186 / Friday, September 25, 2015 / Notices
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on September 18,
2015, it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Priority
Mail Contract 144 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2015–84,
CP2015–140.
Stanley F. Mires,
Attorney, Federal Compliance.
[FR Doc. 2015–24353 Filed 9–24–15; 8:45 am]
BILLING CODE 7710–12–P
POSTAL SERVICE
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on September 18,
2015, it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Parcel
Select Contract 10 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2015–85,
CP2015–141.
SUPPLEMENTARY INFORMATION:
BILLING CODE 7710–12–P
Postal ServiceTM.
ACTION: Notice.
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Effective date: September 25,
2015.
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on September 18,
2015, it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Priority
Mail Contract 143 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2015–83,
CP2015–139.
SUMMARY:
Stanley F. Mires,
Attorney, Federal Compliance.
[FR Doc. 2015–24354 Filed 9–24–15; 8:45 am]
BILLING CODE 7710–12–P
POSTAL SERVICE
Product Change—Parcel Select
Negotiated Service Agreement
mstockstill on DSK4VPTVN1PROD with NOTICES
Effective date: September 25,
2015.
[FR Doc. 2015–24351 Filed 9–24–15; 8:45 am]
AGENCY:
POSTAL SERVICE
Product Change—Priority Mail
Negotiated Service Agreement
AGENCY:
ACTION:
Postal ServiceTM.
Notice.
SUMMARY: The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES:
Effective date: September 25,
2015.
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on September 18,
2015, it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Priority
Mail Contract 142 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2015–82,
CP2015–138.
SUPPLEMENTARY INFORMATION:
Stanley F. Mires,
Attorney, Federal Compliance.
Postal ServiceTM.
ACTION: Notice.
AGENCY:
[FR Doc. 2015–24352 Filed 9–24–15; 8:45 am]
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
SUMMARY:
19:58 Sep 24, 2015
DATES:
Stanley F. Mires,
Attorney, Federal Requirements.
Product Change—Priority Mail
Negotiated Service Agreement
VerDate Sep<11>2014
Agreements in the Mail Classification
Schedule’s Competitive Products List.
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57891
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
31833; 812–14550]
General Electric Company and GE
Capital International Funding
Company; Notice of Application
September 21, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application under
section 6(c) of the Investment Company
Act of 1940 (‘‘Act’’) for an exemption
from all provisions of the Act.
AGENCY:
Applicants
request an order that would permit GE
Capital International Funding Company
(‘‘FinCo’’) to issue and sell commercial
paper, preferred stock and other debt
securities to finance the operations of
subsidiaries of General Electric
Company (‘‘GE’’). Applicants state that
FinCo would qualify for the exemption
provided by rule 3a–5 under the Act but
for the fact that FinCo may finance GE
subsidiaries that are not ‘‘companies
controlled by’’ GE within the meaning
of rule 3a-5 due to their reliance on
sections 3(c)(5) or 3(c)(6) of the Act
(collectively, the ‘‘Controlled
Companies’’).
APPLICANTS: GE and FinCo.
FILING DATE: The application was filed
on September 21, 2015.
HEARING OR NOTIFICATION OF HEARING: An
order granting the application will be
issued unless the Commission orders a
hearing. Interested persons may request
a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on October 16, 2015, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, Securities and
Exchange Commission, 100 F Street NE.,
Washington, DC 20549–1090;
Applicants, 299 Park Avenue, New
York, NY 10171.
FOR FURTHER INFORMATION CONTACT:
Steven I. Amchan, Senior Counsel, at
(202) 551–6826, or Mary Kay Frech,
SUMMARY OF APPLICATION:
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57892
Federal Register / Vol. 80, No. 186 / Friday, September 25, 2015 / Notices
Branch Chief, at (202) 551–6821
(Division of Investment Management,
Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
mstockstill on DSK4VPTVN1PROD with NOTICES
Applicants’ Representations
1. GE, a New York corporation, is one
of the largest and most diversified
infrastructure and financial services
corporations in the world. Its products
and services range from aircraft engines,
power generation, oil and gas
production equipment and household
appliances to medical imaging, business
and consumer financing and industrial
products. Applicants state that GE is not
an investment company as defined in
section 3(a) of the Act.1
2. General Electric Capital
Corporation (‘‘GE Capital’’) is a
Delaware corporation and a whollyowned subsidiary of GE. GE Capital is
a diversified financial services company
that, directly or through its subsidiaries,
engages in various forms of financing
activity, including financing real estate,
financing equipment and factoring.
Applicants state that GE Capital is not
an investment company pursuant to
section 3(c)(6) of the Act. As described
below, applicants expect GE Capital to
be restructured and subsequently
merged out of existence as part of a
reorganization of GE’s financial services
businesses, with certain GE Capital
businesses being transferred to other
wholly-owned subsidiaries of GE as part
of the restructuring.
3. On April 10, 2015, GE announced
a plan to reduce the size of its financial
services businesses through the sale of
most of the assets of GE Capital over the
next 24 months and to focus on
continued investment and growth in
GE’s industrial businesses. In
connection with this plan, GE Capital
has formed FinCo, an Irish unlimited
company and a wholly-owned
subsidiary of GE Capital and of GE.
FinCo’s primary purpose is to finance
the operations of GE’s foreign
subsidiaries and, initially, will do so by
issuing new notes (‘‘New Notes’’) in
exchange for old notes (‘‘Old Notes’’)
previously issued by GE Capital (the
1 For purposes of the requested order, GE will
only be eligible to serve as the ‘‘parent company’’
of FinCo as contemplated by rule 3a–5 for so long
as GE satisfies the definition of a ‘‘parent company’’
set forth in rule 3a–5(b)(2).
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19:58 Sep 24, 2015
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‘‘Exchange Offer’’). Following the
Exchange Offer, GE Capital’s businesses
will be reorganized into separate U.S.
and non-U.S. holding companies, with
GE Capital International Holdings
Limited (‘‘European Holdco’’) 2 owning
all of the foreign businesses currently
owned by GE Capital, including FinCo,
and a domestic holding company
owning all of the domestic businesses
(as described in greater detail in the
application, the ‘‘Reorganization’’).
Applicants state that any successor to
GE Capital businesses will only be
treated as a ‘‘Controlled Company’’ if it
satisfies the requirements of section
3(c)(5) or 3(c)(6) of the Act.
4. The New Notes that FinCo will
issue in the Exchange Offer will include
multiple classes with various maturity
dates, interest rates and other terms. The
New Notes will be offered for exchange
only (i) to holders of Old Notes that are
‘‘qualified institutional buyers’’ as
defined in rule 144A under the
Securities Act of 1933 (the ‘‘Securities
Act’’) in a private transaction in reliance
upon the exemption from the
registration requirements of the
Securities Act provided by section
4(a)(2) thereof and (ii) outside the
United States, to non-U.S. holders of
Old Notes in accordance with regulation
S under the Securities Act. The New
Notes will be guaranteed by GE and GE
Capital, with European Holdco
ultimately assuming GE Capital’s
guarantee obligation in connection with
the Reorganization. In the future, FinCo
may issue any manner of debt
(including commercial paper exempt
under section 3(a)(3) of the Securities
Act) and preferred stock, in both public
and private offerings in the United
States or abroad, so long as such
issuance is consistent with rule 3a-5
(together with the New Notes,
‘‘Securities’’). Other than as noted in the
application, FinCo will comply with the
applicable requirements in rule 3a–
5(a)(1) through (4) and with rule 3a–
5(b)(1)(i) under the Act.
5. FinCo will utilize the proceeds
from the issuance and sale of Securities
to finance the operations of Controlled
Companies and other ‘‘companies
controlled by’’ GE within the meaning
2 European Holdco, a UK limited company, is a
wholly-owned subsidiary of GE. As the successor to
GE Capital’s foreign businesses through the
Reorganization, European Holdco will engage in
financing activities, including financing real estate,
financing equipment, and factoring. GE anticipates
that the mix of businesses to be transferred to
European Holdco from GE Capital will allow
European Holdco to similarly rely on section 3(c)(6)
upon completion of the Reorganization. European
Holdco will only be treated as a ‘‘Controlled
Company’’ if it satisfies the requirements of section
3(c)(5) or 3(c)(6) of the Act.
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of rule 3a-5 under the Act.3 The
Controlled Companies will use the
proceeds of the financing from FinCo to
engage in different financing activities,
including, among others, (i) equipment
financing, (ii) inventory financing and
(iii) factoring. Applicants state that each
of the Controlled Companies would be
‘‘a company controlled by the parent’’ as
defined in rule 3a–5 but for the fact that
the Controlled Companies rely, or upon
their formation will rely, on section
3(c)(5) or 3(c)(6) of the Act for exclusion
from regulation as an investment
company under the Act.
6. Applicants state that in compliance
with rule 3a–5(a)(5), FinCo will invest
in or loan to Controlled Companies and
other ‘‘companies controlled by’’ GE
within the meaning of rule 3a–5 at least
85% of any cash or cash equivalents
raised from the sale of Securities as soon
as practicable, but in no event later than
six months after the receipt of such cash
or cash equivalents. In accordance with
rule 3a–5(a)(6) under the Act, all
investments by FinCo, including
temporary investments, will be made in
Government securities (as defined in the
Act), securities of GE, Controlled
Companies or other ‘‘companies
controlled by’’ GE within the meaning
of rule 3a–5, or debt securities that are
exempted from the provisions of the
Securities Act by section 3(a)(3) of the
Securities Act.
Applicants’ Legal Analysis
1. Applicants request an order under
section 6(c) of the Act exempting FinCo
from all provisions of the Act. Rule 3a–
5 under the Act provides an exemption
from the Act for certain companies
organized primarily to finance the
business operations of their parent
companies or companies controlled by
their parent companies.
2. Rule 3a–5(b)(3)(i) under the Act, in
relevant part, defines a ‘‘company
controlled by the parent company’’ to
mean any corporation, partnership, or
joint venture that is not considered an
investment company under section 3(a)
of the Act, or that is excepted or
exempted by order from the definition
of investment company by section 3(b)
or by the rules and regulations under
section 3(a) of the Act. Applicants state
that the Controlled Companies do not fit
within the definition of ‘‘company
controlled by the parent company’’
because they derive their non3 FinCo may invest in or loan to Controlled
Companies other than GE Capital and European
Holdco. These other Controlled Companies will be
wholly-owned subsidiaries of GE before and after
the Reorganization, and wholly-owned subsidiaries
of GE Capital before the Reorganization and of
European Holdco thereafter.
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Federal Register / Vol. 80, No. 186 / Friday, September 25, 2015 / Notices
investment company status from
sections 3(c)(5) or 3(c)(6) of the Act.
Accordingly, applicants request
exemptive relief to permit FinCo to
issue and sell Securities to finance the
operations of the Controlled Companies.
Applicants state that neither FinCo, GE,
nor any of the Controlled Companies
engage primarily in investment
company activities.
3. Section 6(c) of the Act, in pertinent
part, provides that the Commission, by
order upon application, may
conditionally or unconditionally
exempt any person, security or
transaction, or any class or classes of
persons, securities or transactions, from
any provision or provisions of the Act
to the extent that such exemption is
necessary or appropriate in the public
interest and consistent with the
protection of investors and the purposes
fairly intended by the policy and
provisions of the Act. Applicants submit
that its exemptive request meets the
standards set out in section 6(c) of the
Act.
Applicants’ Condition
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Applicants agree that the order
granting the requested relief will be
subject to the following condition:
FinCo will comply with all of the
provisions of rule 3a–5 under the Act,
except FinCo will be permitted to (i)
make loans to or make or hold
investments in Controlled Companies
that do not meet the portion of the
definition of ‘‘company controlled by a
parent company’’ in rule 3a–5(b)(3)(i)
under the Act solely because they are
excluded from the definition of
investment company under sections
3(c)(5) or 3(c)(6) of the Act; (ii) have its
securities owned by such Controlled
Companies; and (iii) treat European
Holdco as a ‘‘company controlled by the
parent company’’ for purposes of rule
3a–5, if European Holdco is exempt
from registration under the Act pursuant
to an order issued by the Commission
under section 6(c) of the Act.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–24445 Filed 9–24–15; 8:45 am]
BILLING CODE 8011–01–P
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19:58 Sep 24, 2015
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SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
31834; 812–14509]
Principal Exchange-Traded Funds, et
al.; Notice of Application
September 21, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order under section 6(c) of the
Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from sections
2(a)(32), 5(a)(1), 22(d), and 22(e) of the
Act and rule 22c–1 under the Act, under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and 12(d)(1)(B) of
the Act.
AGENCY:
Summary of Application: Applicants
request an order that would permit (a)
series of certain open-end management
investment companies to issue shares
(‘‘Shares’’) redeemable in large
aggregations only (‘‘Creation Units’’); (b)
secondary market transactions in Shares
to occur at negotiated market prices
rather than at net asset value (‘‘NAV’’);
(c) certain series to pay redemption
proceeds, under certain circumstances,
more than seven days after the tender of
Shares for redemption; (d) certain
affiliated persons of the series to deposit
securities into, and receive securities
from, the series in connection with the
purchase and redemption of Creation
Units; and (e) certain registered
management investment companies and
unit investment trusts outside of the
same group of investment companies as
the series to acquire Shares.
Applicants: Principal Management
Corporation (‘‘PMC’’), Principal
Exchange-Traded Funds (‘‘Trust’’) and
Principal Funds Distributor, Inc.
(‘‘PFD’’).
Filing Dates: The application was
filed on July 1, 2015.
Hearing or Notification of Hearing: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on October 16, 2015, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit, or for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
PO 00000
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57893
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, Securities and
Exchange Commission, 100 F Street NE.,
Washington, DC 20549–1090;
Applicants: PMC and the Trust, 655 9th
Street, Des Moines, IA 50392; PFD, 620
Coolidge Drive, Suite 300, Folsom, CA
95630.
FOR FURTHER INFORMATION CONTACT:
Steven I. Amchan, Senior Counsel, at
(202) 551–6826, or David P. Bartels,
Branch Chief, at (202) 551–6821
(Division of Investment Management,
Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. The Trust is a Delaware statutory
trust and is registered under the Act as
an open-end management investment
company with multiple series. Each
series will operate as an exchange
traded fund (‘‘ETF’’).
2. PMC, an Iowa corporation, will be
the investment adviser to the new series
of the Trust (‘‘Initial Fund’’). Each
Adviser (as defined below) will be
registered as an investment adviser
under the Investment Advisers Act of
1940 (‘‘Advisers Act’’). The Adviser may
enter into sub-advisory agreements with
one or more investment advisers to act
as sub-advisers to particular Funds
(each, a ‘‘Sub-Adviser’’). Any SubAdviser will either be registered under
the Advisers Act or will not be required
to register thereunder.
3. The Trust will enter into a
distribution agreement with one or more
distributors. Each distributor for a Fund
will be a broker-dealer (‘‘Broker’’)
registered under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’)
and will act as distributor and principal
underwriter (‘‘Distributor’’) for one or
more of the Funds. No Distributor will
be affiliated with any national securities
exchange, as defined in Section 2(a)(26)
of the Act (‘‘Exchange’’). The Distributor
for each Fund will comply with the
terms and conditions of the requested
order. PFD, a Washington corporation
and broker-dealer registered under the
Exchange Act, will act as the initial
Distributor of the Funds.
E:\FR\FM\25SEN1.SGM
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]]>Agencies
[Federal Register Volume 80, Number 186 (Friday, September 25, 2015)]
[Notices]
[Pages 57891-57893]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-24445]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31833; 812-14550]
General Electric Company and GE Capital International Funding
Company; Notice of Application
September 21, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from all provisions of
the Act.
-----------------------------------------------------------------------
Summary of Application: Applicants request an order that would permit
GE Capital International Funding Company (``FinCo'') to issue and sell
commercial paper, preferred stock and other debt securities to finance
the operations of subsidiaries of General Electric Company (``GE'').
Applicants state that FinCo would qualify for the exemption provided by
rule 3a-5 under the Act but for the fact that FinCo may finance GE
subsidiaries that are not ``companies controlled by'' GE within the
meaning of rule 3a-5 due to their reliance on sections 3(c)(5) or
3(c)(6) of the Act (collectively, the ``Controlled Companies'').
Applicants: GE and FinCo.
Filing Date: The application was filed on September 21, 2015.
Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on October 16, 2015, and should be accompanied by proof of service
on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Commission's Secretary.
ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street
NE., Washington, DC 20549-1090; Applicants, 299 Park Avenue, New York,
NY 10171.
FOR FURTHER INFORMATION CONTACT: Steven I. Amchan, Senior Counsel, at
(202) 551-6826, or Mary Kay Frech,
[[Page 57892]]
Branch Chief, at (202) 551-6821 (Division of Investment Management,
Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Applicants' Representations
1. GE, a New York corporation, is one of the largest and most
diversified infrastructure and financial services corporations in the
world. Its products and services range from aircraft engines, power
generation, oil and gas production equipment and household appliances
to medical imaging, business and consumer financing and industrial
products. Applicants state that GE is not an investment company as
defined in section 3(a) of the Act.\1\
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\1\ For purposes of the requested order, GE will only be
eligible to serve as the ``parent company'' of FinCo as contemplated
by rule 3a-5 for so long as GE satisfies the definition of a
``parent company'' set forth in rule 3a-5(b)(2).
---------------------------------------------------------------------------
2. General Electric Capital Corporation (``GE Capital'') is a
Delaware corporation and a wholly-owned subsidiary of GE. GE Capital is
a diversified financial services company that, directly or through its
subsidiaries, engages in various forms of financing activity, including
financing real estate, financing equipment and factoring. Applicants
state that GE Capital is not an investment company pursuant to section
3(c)(6) of the Act. As described below, applicants expect GE Capital to
be restructured and subsequently merged out of existence as part of a
reorganization of GE's financial services businesses, with certain GE
Capital businesses being transferred to other wholly-owned subsidiaries
of GE as part of the restructuring.
3. On April 10, 2015, GE announced a plan to reduce the size of its
financial services businesses through the sale of most of the assets of
GE Capital over the next 24 months and to focus on continued investment
and growth in GE's industrial businesses. In connection with this plan,
GE Capital has formed FinCo, an Irish unlimited company and a wholly-
owned subsidiary of GE Capital and of GE. FinCo's primary purpose is to
finance the operations of GE's foreign subsidiaries and, initially,
will do so by issuing new notes (``New Notes'') in exchange for old
notes (``Old Notes'') previously issued by GE Capital (the ``Exchange
Offer''). Following the Exchange Offer, GE Capital's businesses will be
reorganized into separate U.S. and non-U.S. holding companies, with GE
Capital International Holdings Limited (``European Holdco'') \2\ owning
all of the foreign businesses currently owned by GE Capital, including
FinCo, and a domestic holding company owning all of the domestic
businesses (as described in greater detail in the application, the
``Reorganization''). Applicants state that any successor to GE Capital
businesses will only be treated as a ``Controlled Company'' if it
satisfies the requirements of section 3(c)(5) or 3(c)(6) of the Act.
---------------------------------------------------------------------------
\2\ European Holdco, a UK limited company, is a wholly-owned
subsidiary of GE. As the successor to GE Capital's foreign
businesses through the Reorganization, European Holdco will engage
in financing activities, including financing real estate, financing
equipment, and factoring. GE anticipates that the mix of businesses
to be transferred to European Holdco from GE Capital will allow
European Holdco to similarly rely on section 3(c)(6) upon completion
of the Reorganization. European Holdco will only be treated as a
``Controlled Company'' if it satisfies the requirements of section
3(c)(5) or 3(c)(6) of the Act.
---------------------------------------------------------------------------
4. The New Notes that FinCo will issue in the Exchange Offer will
include multiple classes with various maturity dates, interest rates
and other terms. The New Notes will be offered for exchange only (i) to
holders of Old Notes that are ``qualified institutional buyers'' as
defined in rule 144A under the Securities Act of 1933 (the ``Securities
Act'') in a private transaction in reliance upon the exemption from the
registration requirements of the Securities Act provided by section
4(a)(2) thereof and (ii) outside the United States, to non-U.S. holders
of Old Notes in accordance with regulation S under the Securities Act.
The New Notes will be guaranteed by GE and GE Capital, with European
Holdco ultimately assuming GE Capital's guarantee obligation in
connection with the Reorganization. In the future, FinCo may issue any
manner of debt (including commercial paper exempt under section 3(a)(3)
of the Securities Act) and preferred stock, in both public and private
offerings in the United States or abroad, so long as such issuance is
consistent with rule 3a-5 (together with the New Notes,
``Securities''). Other than as noted in the application, FinCo will
comply with the applicable requirements in rule 3a-5(a)(1) through (4)
and with rule 3a-5(b)(1)(i) under the Act.
5. FinCo will utilize the proceeds from the issuance and sale of
Securities to finance the operations of Controlled Companies and other
``companies controlled by'' GE within the meaning of rule 3a-5 under
the Act.\3\ The Controlled Companies will use the proceeds of the
financing from FinCo to engage in different financing activities,
including, among others, (i) equipment financing, (ii) inventory
financing and (iii) factoring. Applicants state that each of the
Controlled Companies would be ``a company controlled by the parent'' as
defined in rule 3a-5 but for the fact that the Controlled Companies
rely, or upon their formation will rely, on section 3(c)(5) or 3(c)(6)
of the Act for exclusion from regulation as an investment company under
the Act.
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\3\ FinCo may invest in or loan to Controlled Companies other
than GE Capital and European Holdco. These other Controlled
Companies will be wholly-owned subsidiaries of GE before and after
the Reorganization, and wholly-owned subsidiaries of GE Capital
before the Reorganization and of European Holdco thereafter.
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6. Applicants state that in compliance with rule 3a-5(a)(5), FinCo
will invest in or loan to Controlled Companies and other ``companies
controlled by'' GE within the meaning of rule 3a-5 at least 85% of any
cash or cash equivalents raised from the sale of Securities as soon as
practicable, but in no event later than six months after the receipt of
such cash or cash equivalents. In accordance with rule 3a-5(a)(6) under
the Act, all investments by FinCo, including temporary investments,
will be made in Government securities (as defined in the Act),
securities of GE, Controlled Companies or other ``companies controlled
by'' GE within the meaning of rule 3a-5, or debt securities that are
exempted from the provisions of the Securities Act by section 3(a)(3)
of the Securities Act.
Applicants' Legal Analysis
1. Applicants request an order under section 6(c) of the Act
exempting FinCo from all provisions of the Act. Rule 3a-5 under the Act
provides an exemption from the Act for certain companies organized
primarily to finance the business operations of their parent companies
or companies controlled by their parent companies.
2. Rule 3a-5(b)(3)(i) under the Act, in relevant part, defines a
``company controlled by the parent company'' to mean any corporation,
partnership, or joint venture that is not considered an investment
company under section 3(a) of the Act, or that is excepted or exempted
by order from the definition of investment company by section 3(b) or
by the rules and regulations under section 3(a) of the Act. Applicants
state that the Controlled Companies do not fit within the definition of
``company controlled by the parent company'' because they derive their
non-
[[Page 57893]]
investment company status from sections 3(c)(5) or 3(c)(6) of the Act.
Accordingly, applicants request exemptive relief to permit FinCo to
issue and sell Securities to finance the operations of the Controlled
Companies. Applicants state that neither FinCo, GE, nor any of the
Controlled Companies engage primarily in investment company activities.
3. Section 6(c) of the Act, in pertinent part, provides that the
Commission, by order upon application, may conditionally or
unconditionally exempt any person, security or transaction, or any
class or classes of persons, securities or transactions, from any
provision or provisions of the Act to the extent that such exemption is
necessary or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policy
and provisions of the Act. Applicants submit that its exemptive request
meets the standards set out in section 6(c) of the Act.
Applicants' Condition
Applicants agree that the order granting the requested relief will
be subject to the following condition:
FinCo will comply with all of the provisions of rule 3a-5 under the
Act, except FinCo will be permitted to (i) make loans to or make or
hold investments in Controlled Companies that do not meet the portion
of the definition of ``company controlled by a parent company'' in rule
3a-5(b)(3)(i) under the Act solely because they are excluded from the
definition of investment company under sections 3(c)(5) or 3(c)(6) of
the Act; (ii) have its securities owned by such Controlled Companies;
and (iii) treat European Holdco as a ``company controlled by the parent
company'' for purposes of rule 3a-5, if European Holdco is exempt from
registration under the Act pursuant to an order issued by the
Commission under section 6(c) of the Act.
For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-24445 Filed 9-24-15; 8:45 am]
BILLING CODE 8011-01-P
