Order Granting Greenbacker Renewable Energy Company LLC a Limited Exemption, 53905-53906 [2015-22492]
Download as PDF
<![CDATA[
Federal Register / Vol. 80, No. 173 / Tuesday, September 8, 2015 / Notices
emerging companies under the federal
securities laws.
DATES: The public meeting will be held
on Wednesday, September 23, 2015.
Written statements should be received
on or before September 21, 2015.
ADDRESSES: The meeting will be held at
the Commission’s headquarters, 100 F
Street NE., Washington, DC. Written
statements may be submitted by any of
the following methods:
Electronic Statements
• Use the Commission’s Internet
submission form (https://www.sec.gov/
info/smallbus/acsec.shtml); or
• Send an email message to rulecomments@sec.gov. Please include File
Number 265–27 on the subject line; or
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Paper Statements
• Send paper statements to Brent J.
Fields, Federal Advisory Committee
Management Officer, Securities and
Exchange Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File No.
265–27. This file number should be
included on the subject line if email is
used. To help us process and review
your statement more efficiently, please
use only one method. The Commission
will post all statements on the Advisory
Committee’s Web site (https://
www.sec.gov/spotlight/acsecspotlight.shtml).
Statements also will be available for
Web site viewing and printing in the
Commission’s Public Reference Room,
100 F Street NE., Washington, DC
20549, on official business days
between the hours of 10 a.m. and 3 p.m.
All statements received will be posted
without change; we do not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly.
FOR FURTHER INFORMATION CONTACT: Julie
Z. Davis, Senior Special Counsel, at
(202) 551–3460, Office of Small
Business Policy, Division of Corporation
Finance, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–3628.
SUPPLEMENTARY INFORMATION: In
accordance with Section 10(a) of the
Federal Advisory Committee Act, 5
U.S.C.-App. 1, and the regulations
thereunder, Keith Higgins, Designated
Federal Officer of the Committee, has
ordered publication of this notice.
Dated: September 2, 2015.
Brent J. Fields,
Committee Management Officer.
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Designation of a
Longer Period for Commission Action
on Proposed Rule Change Adopting
New Equity Trading Rules Relating to
Orders and Modifiers and the Retail
Liquidity Program To Reflect the
Implementation of Pillar, the
Exchange’s New Trading Technology
Platform
September 1, 2015.
On July 7, 2015, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change adopting new equity trading
rules relating to orders and modifiers
and the Retail Liquidity Program to
reflect the implementation of Pillar, the
Exchange’s new trading technology
platform. The proposed rule change was
published for comment in the Federal
Register on July 28, 2015.3
Section 19(b)(2) of the Act 4 provides
that within 45 days of the publication of
notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day for this filing
is September 11, 2015. The Commission
is extending this 45-day time period.
The Commission finds it appropriate
to designate a longer period within
which to take action on the proposed
rule change, so that it has sufficient time
to consider this proposed rule change.
Accordingly, the Commission,
pursuant to section 19(b)(2) of the Act,5
designates October 26, 2015, as the date
by which the Commission should either
approve or disapprove, or institute
proceedings to determine whether to
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 75497
(July 21, 2015), 80 FR 45022.
4 15 U.S.C. 78s(b)(2).
5 15 U.S.C. 78s(b)(2).
2 17
BILLING CODE 8011–01–P
17:18 Sep 04, 2015
[Release No. 34–75801; File No. SR–
NYSEARCA–2015–56]
1 15
[FR Doc. 2015–22533 Filed 9–4–15; 8:45 am]
VerDate Sep<11>2014
SECURITIES AND EXCHANGE
COMMISSION
Jkt 235001
PO 00000
Frm 00147
Fmt 4703
Sfmt 4703
53905
disapprove, the proposed rule change
(File No. SR–NYSEARCA–2015–56).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–22491 Filed 9–4–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–75803; File No. TP 15–14]
Order Granting Greenbacker
Renewable Energy Company LLC a
Limited Exemption
September 1, 2015.
By letter dated September 1, 2015 (the
‘‘Letter’’), as supplemented by
conversations with the staff of the
Division of Trading and Markets,
counsel for Greenbacker Renewable
Energy Company LLC (the ‘‘Company’’)
requested that the Commission grant an
exemption from Rule 102(a) of
Regulation M to permit the Company to
effect repurchases of shares of its
common stock pursuant to its proposed
share repurchase program (the
‘‘Repurchase Program’’).
As a consequence of the continuous
offering of the Company’s shares, the
Company will be engaged in a
distribution of shares of its common
stock pursuant to Rule 102 of Regulation
M. As a result, bids for or purchases of
shares of its common stock or any
reference security by the Company or
any affiliated purchaser of the Company
are prohibited during the restricted
period specified in Rule 102, unless
specifically excepted by or exempted
from Rule 102.
Based on the representations and facts
presented in its Letter, we find that it is
appropriate in the public interest and
consistent with the protection of
investors to grant a conditional
exemption from Rule 102 of Regulation
M to permit the Company to repurchase
shares of its common stock under its
Repurchase Program while the
Company is engaged in a distribution of
shares of its common stock. In granting
this exemption, we considered the
following representations and facts,
among others:
• There is no trading market for the
Company’s common stock;
• The Company will terminate its
Repurchase Program in the event a
secondary market for its common stock
develops;
6 17
E:\FR\FM\08SEN1.SGM
CFR 200.30–3(a)(31).
08SEN1
asabaliauskas on DSK5VPTVN1PROD with NOTICES
53906
Federal Register / Vol. 80, No. 173 / Tuesday, September 8, 2015 / Notices
• Shares of the Company will be
offered on a continuous basis until the
earlier of when the full amount of shares
registered under the registration
statement have been sold and August 7,
2016, though the Company may decide
to extend the offering beyond this date
if Greenbacker Capital Management
LLC, the Company’s advisor
(‘‘Advisor’’), determines, and the
Company’s board agrees, that the
maximum amount has not been met at
the expiration date but the Advisor
believes there is sufficient investor
interest or a need for additional capital
to pursue an additional investment;
• The Company represents that the
structure is similar to non-listed REITs;
• Net asset value (‘‘NAV’’) is
computed based on the fair value of the
Company’s assets, which is determined
by the Advisor, on a quarterly basis in
accordance with ASC 820; 1
• The report prepared by the Advisor
regarding its NAV determination and
methodology is reviewed and approved
by the Company’s audit committee and
board of directors on a quarterly basis,
reviewed by the Company’s
independent auditors on a quarterly
basis, and audited by the Company’s
independent auditors as part of its
annual audit;
• The Company disclosed in its
prospectus the original valuation
methodology and will disclose in a
prospectus supplement any material
changes to the valuation methodology
prior to implementation;
• The Company will repurchase
shares of its common stock under its
Repurchase Program at a price that does
not exceed the then current public
offering price of its common stock;
• The offering price for each class of
shares consists of the NAV per share
plus selling commissions and dealer
manager fees, which are set at a fixed
percentage of the offering price
depending on the share class, and
organization and offering expenses,
which have been calculated as a
percentage of gross offering proceeds;
• The method of calculating these
commissions and fees and their current
values are set forth in the prospectus;
• Because the Company will
repurchase shares at a price equal to the
then-current offering price less the
selling commissions and dealer manager
fees associated with such class of
shares, the Company will purchase at a
1 ASC 820, a widely accepted accounting
standard which defines fair value, establishes a
framework for measuring fair value in accordance
with generally accepted accounting principles, and
requires certain disclosures about fair value
measurements.
VerDate Sep<11>2014
17:18 Sep 04, 2015
Jkt 235001
price directly and mechanically linked
to NAV; and
• The terms of the Repurchase
Program, including the above
methodology regarding the repurchase
price, will be fully disclosed in the
Company’s prospectus.
Conclusion
It is hereby ordered, pursuant to Rule
102(e) of Regulation M, that the
Company, based on the representations
and the facts presented in its Letter (as
supplemented by conversations with the
staff of the Division of Trading and
Markets) and subject to the conditions
contained in this order, is exempt from
the requirements of Rule 102 with
respect to the Company’s Repurchase
Program as described in its Letter.
This exemptive relief is subject to the
following conditions:
• The Company shall terminate its
Repurchase Program during the
distribution of its common stock if a
secondary market for its common stock
develops.
• The Company will repurchase
shares of its common stock under its
Repurchase Program at a price that does
not exceed the then current public
offering price, a price directly and
mechanically linked to NAV, of its
common stock.
This exemptive relief is subject to
modification or revocation at any time
the Commission determines that such
action is necessary or appropriate in
furtherance of the purposes of the
Exchange Act. This exemption is based
on the facts presented and the
representations made in the Letter. Any
different facts or representations may
require a different response. In the event
that any material change occurs in the
facts or representations in the Letter, the
Repurchase Program must be
discontinued, pending presentation of
the facts for our consideration. In
addition, persons relying on this
exemption are directed to the anti-fraud
and anti-manipulation provisions of the
federal securities laws, particularly
Section 10(b) of the Exchange Act, and
Rule 10b–5 thereunder. Responsibility
for compliance with these and any other
applicable provisions of the federal
securities laws must rest with the
persons relying on this exemption. This
order should not be considered a view
with respect to any other question that
the proposed transactions may raise,
including, but not limited to, the
adequacy of the disclosure concerning,
and the applicability of other federal or
state laws to, the proposed transactions.
PO 00000
Frm 00148
Fmt 4703
Sfmt 4703
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.2
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–22492 Filed 9–4–15; 8:45 am]
BILLING CODE P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–75804; File No. SR–ISE
Gemini-2015–14]
Self-Regulatory Organizations; ISE
Gemini, LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Adopting a PrinciplesBased Approach to Prohibit the Misuse
of Material, Non-public Information by
Market Makers by Deleting Rule 810
September 1, 2015.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on August
31, 2015, ISE Gemini, LLC (the
‘‘Exchange’’ or the ‘‘ISE Gemini’’) filed
with the Securities and Exchange
Commission the proposed rule change
as described in Items I, II, and III below,
which Items have been prepared by the
self-regulatory organization. The
Exchange has designated this proposal
as a ‘‘non-controversial’’ proposed rule
change pursuant to Section 19(b)(3)(A)
of the Act 3 and Rule 19b–4(f)(6)(iii)
thereunder,4 which renders it effective
upon filing with the Commission. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
ISE Gemini proposes to adopt a
principles-based approach to prohibit
the misuse of material, non-public
information by market makers by
deleting Rule 810. The text of the
proposed rule change is available on the
Exchange’s Web site at www.ise.com, at
the principal office of the Exchange, and
at the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
2 17
CFR 200.30–3(a)(6).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6)(iii).
1 15
E:\FR\FM\08SEN1.SGM
08SEN1
]]>Agencies
[Federal Register Volume 80, Number 173 (Tuesday, September 8, 2015)]
[Notices]
[Pages 53905-53906]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-22492]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-75803; File No. TP 15-14]
Order Granting Greenbacker Renewable Energy Company LLC a Limited
Exemption
September 1, 2015.
By letter dated September 1, 2015 (the ``Letter''), as supplemented
by conversations with the staff of the Division of Trading and Markets,
counsel for Greenbacker Renewable Energy Company LLC (the ``Company'')
requested that the Commission grant an exemption from Rule 102(a) of
Regulation M to permit the Company to effect repurchases of shares of
its common stock pursuant to its proposed share repurchase program (the
``Repurchase Program'').
As a consequence of the continuous offering of the Company's
shares, the Company will be engaged in a distribution of shares of its
common stock pursuant to Rule 102 of Regulation M. As a result, bids
for or purchases of shares of its common stock or any reference
security by the Company or any affiliated purchaser of the Company are
prohibited during the restricted period specified in Rule 102, unless
specifically excepted by or exempted from Rule 102.
Based on the representations and facts presented in its Letter, we
find that it is appropriate in the public interest and consistent with
the protection of investors to grant a conditional exemption from Rule
102 of Regulation M to permit the Company to repurchase shares of its
common stock under its Repurchase Program while the Company is engaged
in a distribution of shares of its common stock. In granting this
exemption, we considered the following representations and facts, among
others:
There is no trading market for the Company's common stock;
The Company will terminate its Repurchase Program in the
event a secondary market for its common stock develops;
[[Page 53906]]
Shares of the Company will be offered on a continuous
basis until the earlier of when the full amount of shares registered
under the registration statement have been sold and August 7, 2016,
though the Company may decide to extend the offering beyond this date
if Greenbacker Capital Management LLC, the Company's advisor
(``Advisor''), determines, and the Company's board agrees, that the
maximum amount has not been met at the expiration date but the Advisor
believes there is sufficient investor interest or a need for additional
capital to pursue an additional investment;
The Company represents that the structure is similar to
non-listed REITs;
Net asset value (``NAV'') is computed based on the fair
value of the Company's assets, which is determined by the Advisor, on a
quarterly basis in accordance with ASC 820; \1\
---------------------------------------------------------------------------
\1\ ASC 820, a widely accepted accounting standard which defines
fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles, and
requires certain disclosures about fair value measurements.
---------------------------------------------------------------------------
The report prepared by the Advisor regarding its NAV
determination and methodology is reviewed and approved by the Company's
audit committee and board of directors on a quarterly basis, reviewed
by the Company's independent auditors on a quarterly basis, and audited
by the Company's independent auditors as part of its annual audit;
The Company disclosed in its prospectus the original
valuation methodology and will disclose in a prospectus supplement any
material changes to the valuation methodology prior to implementation;
The Company will repurchase shares of its common stock
under its Repurchase Program at a price that does not exceed the then
current public offering price of its common stock;
The offering price for each class of shares consists of
the NAV per share plus selling commissions and dealer manager fees,
which are set at a fixed percentage of the offering price depending on
the share class, and organization and offering expenses, which have
been calculated as a percentage of gross offering proceeds;
The method of calculating these commissions and fees and
their current values are set forth in the prospectus;
Because the Company will repurchase shares at a price
equal to the then-current offering price less the selling commissions
and dealer manager fees associated with such class of shares, the
Company will purchase at a price directly and mechanically linked to
NAV; and
The terms of the Repurchase Program, including the above
methodology regarding the repurchase price, will be fully disclosed in
the Company's prospectus.
Conclusion
It is hereby ordered, pursuant to Rule 102(e) of Regulation M, that
the Company, based on the representations and the facts presented in
its Letter (as supplemented by conversations with the staff of the
Division of Trading and Markets) and subject to the conditions
contained in this order, is exempt from the requirements of Rule 102
with respect to the Company's Repurchase Program as described in its
Letter.
This exemptive relief is subject to the following conditions:
The Company shall terminate its Repurchase Program during
the distribution of its common stock if a secondary market for its
common stock develops.
The Company will repurchase shares of its common stock
under its Repurchase Program at a price that does not exceed the then
current public offering price, a price directly and mechanically linked
to NAV, of its common stock.
This exemptive relief is subject to modification or revocation at
any time the Commission determines that such action is necessary or
appropriate in furtherance of the purposes of the Exchange Act. This
exemption is based on the facts presented and the representations made
in the Letter. Any different facts or representations may require a
different response. In the event that any material change occurs in the
facts or representations in the Letter, the Repurchase Program must be
discontinued, pending presentation of the facts for our consideration.
In addition, persons relying on this exemption are directed to the
anti-fraud and anti-manipulation provisions of the federal securities
laws, particularly Section 10(b) of the Exchange Act, and Rule 10b-5
thereunder. Responsibility for compliance with these and any other
applicable provisions of the federal securities laws must rest with the
persons relying on this exemption. This order should not be considered
a view with respect to any other question that the proposed
transactions may raise, including, but not limited to, the adequacy of
the disclosure concerning, and the applicability of other federal or
state laws to, the proposed transactions.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\2\
---------------------------------------------------------------------------
\2\ 17 CFR 200.30-3(a)(6).
---------------------------------------------------------------------------
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-22492 Filed 9-4-15; 8:45 am]
BILLING CODE P
