Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder, 13680-13681 [2020-04763]
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Federal Register / Vol. 85, No. 46 / Monday, March 9, 2020 / Notices
This Notice will be published in the
Federal Register.
Erica A. Barker,
Secretary.
CONTACT PERSON FOR MORE INFORMATION:
Stephanie Hillyard, Secretary to the
Board, Phone No. 312–751–4920.
(Authority: 5 U.S.C. 552b)
Dated: March 5, 2020.
Stephanie Hillyard,
Secretary to the Board.
[FR Doc. 2020–04756 Filed 3–6–20; 8:45 am]
BILLING CODE 7710–FW–P
[FR Doc. 2020–04861 Filed 3–5–20; 4:15 pm]
POSTAL SERVICE
BILLING CODE 7905–01–P
Board of Governors; Sunshine Act
Meeting
SECURITIES AND EXCHANGE
COMMISSION
Thursday, March 5,
2020, at 9:00 a.m.
PLACE: Washington, DC.
STATUS: Closed.
MATTERS TO BE CONSIDERED:
TIME AND DATE:
[Securities Exchange Act of 1934; Release
No. 34–88318/March 4, 2020]
Thursday, March 5, 2020, at 9:00 a.m.
jbell on DSKJLSW7X2PROD with NOTICES
1. Strategic Issues.
2. Administrative Items.
On March 5, 2020, a majority of the
members of the Board of Governors of
the United States Postal Service voted
unanimously to hold and to close to
public observation a special meeting in
Washington, DC. The Board determined
that no earlier public notice was
practicable.
General Counsel Certification: The
General Counsel of the United States
Postal Service has certified that the
meeting may be closed under the
Government in the Sunshine Act.
CONTACT PERSON FOR MORE INFORMATION:
Michael J. Elston, Secretary of the
Board, U.S. Postal Service, 475 L’Enfant
Plaza SW, Washington, DC 20260–1000.
Telephone: (202) 268–4800.
Order Under Section 36 of the
Securities Exchange Act of 1934
Granting Exemptions From Specified
Provisions of the Exchange Act and
Certain Rules Thereunder
The current outbreak of coronavirus
disease 2019 (COVID–19) was first
reported on December 31, 2019 in
Wuhan, China. The staff understands
from entities and their representatives
that COVID–19 may present challenges
in timely meeting certain of their
obligations under the federal securities
laws. These entities may include U.S.
companies with significant operations
in the affected areas, as well as
companies located in those regions. In
light of this, we are issuing this Order
to assist affected entities with meeting
their obligations under the federal
securities laws.
Section 36 of the Exchange Act
authorizes the Commission, by rule,
regulation, or order, to exempt, either
Michael J. Elston,
conditionally or unconditionally, any
Secretary.
person, security or transaction, or any
[FR Doc. 2020–04895 Filed 3–5–20; 4:15 pm]
class or classes of persons, securities, or
BILLING CODE 7710–12–P
transactions, from any provision or
provisions of the Exchange Act or any
rule or regulation thereunder, to the
RAILROAD RETIREMENT BOARD
extent that such exemption is necessary
or appropriate in the public interest,
Sunshine Act Meetings
and is consistent with the protection of
investors.
TIME AND DATE: 10:00 a.m., March 18,
Any registrant or other person in need
2020.
of additional assistance related to
PLACE: 8th Floor Board Conference
deadlines, delivery obligations or their
Room, 844 North Rush Street, Chicago,
public filings, should contact the
Illinois 60611.
Division of Corporation Finance at (202)
STATUS: This meeting will be open to the 551–3500 or at https://tts.sec.gov/cgipublic.
bin/corp_fin_interpretive.
MATTERS TO BE CONSIDERED:
I. Time Period for the Relief
1. Wisconsin Central SCOTUS
The time period for the relief
decision next steps.
specified in Sections II of this Order is
2. Status of Chief Medical Officer
as follows:
position.
• With respect to those registrants or
3. Fraud Risk Assessment Committee
other persons impacted by COVID–19,
taskforce next steps/Disability process
the period from and including March 1,
improvement recommendations.
2020 to April 30, 2020.
4. High-level budget overview.
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• The Commission intends to monitor
the current situation and may, if
necessary, extend the time period
during which this relief applies, with
any additional conditions the
Commission deems appropriate and/or
issue other relief.
II. Filing Requirements for Registrants
and Other Persons
Disruptions to transportation, and
limited access to facilities, support staff,
and professional advisors as a result of
COVID–19, could hamper the efforts of
public companies and other persons
with filing obligations to meet their
filing deadlines. At the same time,
investors have an interest in the timely
availability of required information
about these companies and the activities
of persons required to file schedules and
reports with respect to these companies.
While the Commission believes that the
relief from filing requirements provided
by the exemption below is necessary
and appropriate in the public interest
and consistent with the protection of
investors, we remind public companies
and other persons who are the subjects
of this Order to continue to evaluate
their obligations to make materially
accurate and complete disclosures in
accordance with the federal securities
laws.
Accordingly, it is ordered, pursuant to
Section 36 of the Exchange Act, that a
registrant (as defined in Exchange Act
Rule 12b–2) subject to the reporting
requirements of Exchange Act Section
13(a) or 15(d), and any person required
to make any filings with respect to such
a registrant, is exempt from any
requirement to file or furnish materials
with the Commission under Exchange
Act Sections 13(a), 13(f), 13(g), 14(a),
14(c), 14(f), 15(d) and Regulations 13A,
Regulation 13D–G (except for those
provisions mandating the filing of
Schedule 13D or amendments to
Schedule 13D), 14A, 14C and 15D, and
Exchange Act Rules 13f–1, and 14f–1, as
applicable, where the conditions below
are satisfied.
Conditions
(a) The registrant or any person
required to make any filings with
respect to such a registrant is unable to
meet a filing deadline due to
circumstances related to COVID–19;
(b) Any registrant relying on this
Order furnishes to the Commission a
Form 8–K or, if eligible, a Form 6–K by
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09MRN1
jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 46 / Monday, March 9, 2020 / Notices
the later of March 16 or original filing
deadline of the report 1 stating: 2
(1) That it is relying on this Order;
(2) a brief description of the reasons
why, it could not file such report,
schedule or form on a timely basis;
(3) the estimated date by which the
report, schedule, or form is expected to
be filed;
(4) if appropriate, a risk factor
explaining, if material, the impact of
COVID–19 on its business; and
(5) if the reason the subject report
cannot be filed timely relates to the
inability of any person, other than the
registrant, to furnish any required
opinion, report or certification, the
Form 8–K or Form 6–K shall have
attached as an exhibit a statement
signed by such person stating the
specific reasons why such person is
unable to furnish the required opinion,
report or certification on or before the
date such report must be filed.
(c) The registrant or any person
required to make any filings with
respect to such a registrant files with the
Commission any report, schedule, or
form required to be filed no later than
45 days after the original due date; and
(d) In any report, schedule or form
filed by the applicable deadline
pursuant to paragraph (c) above, the
registrant or any person required to
make any filings with respect to such a
registrant must disclose that it is relying
on this Order and state the reasons why
it could not file such report, schedule or
form on a timely basis.
(the ‘‘Soliciting Materials’’), and the
requirements of the Exchange Act and
the rules thereunder to furnish
information statements and annual
reports, as applicable (the ‘‘Information
Materials’’), where the conditions below
are satisfied.
III. Furnishing of Proxy and
Information Statements
We also believe that relief is
warranted for those seeking to comply
with the requirements of Exchange Act
Sections 14(a) and (c) and Regulations
14A and 14C and Exchange Act Rule
14f–1 thereunder to furnish materials to
security holders when mail delivery is
not possible and that the following
exemption is necessary and appropriate
in the public interest and consistent
with the protection of investors.
Accordingly, it is ordered, pursuant to
Section 36 of the Exchange Act, that a
registrant or any other person is exempt
from the requirements of the Exchange
Act and the rules thereunder to furnish
proxy statements, annual reports, and
other soliciting materials, as applicable
[Release No. 34–88317; File No. SR–OCC–
2020–801]
1 Any registrant relying on this Order would not
need file a Form 12b–25 so long as the report,
schedule, or form is filed within the time period
prescribed by this Order.
2 The Commission believes such statements, as
furnished, to the extent they contain ‘‘forwardlooking statements,’’ would be subject to the safe
harbor under Exchange Act, Section 21E. See the
Private Securities Litigation Reform Act of 1995, 15
U.S.C. 77z–1 (1998).
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Conditions
(a) The registrant’s security holder has
a mailing address located in an area
where, as a result of COVID–19, the
common carrier has suspended delivery
service of the type or class customarily
used by the registrant or other person
making the solicitation; and
(b) The registrant or other person
making a solicitation has made a good
faith effort to furnish the Soliciting
Materials to the security holder, as
required by the rules applicable to the
particular method of delivering
Soliciting Materials to the security
holder, or, in the case of Information
Materials, the registrant has made a
good faith effort to furnish the
Information Materials to the security
holder in accordance with the rules
applicable to Information Materials.
By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020–04763 Filed 3–6–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Self-Regulatory Organizations; The
Options Clearing Corporation; Notice
of No Objection to Advance Notice
Concerning a Master Repurchase
Agreement as Part of OCC’s Overall
Liquidity Plan
March 4, 2020.
I. Introduction
On January 10, 2020, the Options
Clearing Corporation (‘‘OCC’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) advance
notice SR–OCC–2020–801 (‘‘Advance
Notice’’) pursuant to Section 806(e)(1) of
Title VIII of the Dodd-Frank Wall Street
Reform and Consumer Protection Act,
entitled Payment, Clearing and
Settlement Supervision Act of 2010
(‘‘Clearing Supervision Act’’) 1 and Rule
19b–4(n)(1)(i) 2 under the Securities
Exchange Act of 1934 (‘‘Exchange
Act’’) 3 to enter into a committed master
1 12
U.S.C. 5465(e)(1).
CFR 240.19b–4(n)(1)(i).
3 15 U.S.C. 78a et seq.
2 17
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13681
repurchase agreement with a bank
counterparty to access a committed
source of liquidity to meet its settlement
obligations.4 The Advance Notice was
published for public comment in the
Federal Register on February 11, 2020,5
and the Commission has received no
comments regarding the changes
proposed in the Advance Notice. The
Commission is hereby providing notice
of no objection to the Advance Notice.
II. Background 6
OCC maintains cash and other liquid
resources to help it ensure that it can
meet its obligations in the event of a
Clearing Member default. OCC’s liquid
resources have included access to a
diverse set of funding sources, including
a syndicated credit facility, a committed
master repurchase program with
institutional investors such as pension
funds (the ‘‘Non-Bank Liquidity
Facility’’), and Clearing Member
minimum cash Clearing Fund
requirements.7 The confirmations 8
under the Non-Bank Liquidity Facility,
totaling $1 billion, expired on January 6,
2020.9 To help ensure that OCC’s total
committed liquidity resources did not
decrease following expiration of the $1
billion Non-Bank Repo Facility, OCC
previously sourced an additional $500
million by exercising the accordion
feature of its syndicated bank credit
facility.10 In addition to that, OCC
exercised its existing authority to
temporarily increase the cash funding
requirement in its Clearing Fund from
$3 billion to $3.5 billion, which
Clearing Members were obligated to
fund by January 6, 2020.11 Taken
together, these two liquidity sources
fully replaced the $1 billion Non-Bank
Repo Facility prior to its expiration on
January 6, 2020. Now, OCC proposes to
access an additional committed source
of liquidity to meet its settlement
obligations by entering into a committed
4 See
Notice of Filing infra note 5, at 85 FR 7812.
Exchange Act Release No. 88120 (Feb.
5, 2020), 85 FR 7812 (Feb. 11, 2020) (SR–OCC–
2020–801) (‘‘Notice of Filing’’).
6 Capitalized terms used but not defined herein
have the meanings specified in OCC’s Rules and ByLaws, available at https://www.theocc.com/about/
publications/bylaws.jsp.
7 See Notice of Filing, 85 FR at 7812 (citations
omitted).
8 A confirmation under a master repurchase
agreement describes the terms of a transaction,
including the purchased securities, purchase price,
purchase date, repurchase date, and any additional
terms or conditions not inconsistent with the
master repurchase agreement.
9 See Notice of Filing, 85 FR at 7814 n. 19.
10 See Notice of Filing, 85 FR at 7814 n. 20.
11 See OCC Information Memo #46287, Revised
Cash Requirement in Clearing Fund (Jan. 3, 2020),
available at https://www.theocc.com/webapps/
infomemos?number=46287&date=202001&last
ModifiedDate=01%2F03%2F202000%3A00%3A00.
5 Securities
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[Federal Register Volume 85, Number 46 (Monday, March 9, 2020)]
[Notices]
[Pages 13680-13681]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-04763]
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SECURITIES AND EXCHANGE COMMISSION
[Securities Exchange Act of 1934; Release No. 34-88318/March 4, 2020]
Order Under Section 36 of the Securities Exchange Act of 1934
Granting Exemptions From Specified Provisions of the Exchange Act and
Certain Rules Thereunder
The current outbreak of coronavirus disease 2019 (COVID-19) was
first reported on December 31, 2019 in Wuhan, China. The staff
understands from entities and their representatives that COVID-19 may
present challenges in timely meeting certain of their obligations under
the federal securities laws. These entities may include U.S. companies
with significant operations in the affected areas, as well as companies
located in those regions. In light of this, we are issuing this Order
to assist affected entities with meeting their obligations under the
federal securities laws.
Section 36 of the Exchange Act authorizes the Commission, by rule,
regulation, or order, to exempt, either conditionally or
unconditionally, any person, security or transaction, or any class or
classes of persons, securities, or transactions, from any provision or
provisions of the Exchange Act or any rule or regulation thereunder, to
the extent that such exemption is necessary or appropriate in the
public interest, and is consistent with the protection of investors.
Any registrant or other person in need of additional assistance
related to deadlines, delivery obligations or their public filings,
should contact the Division of Corporation Finance at (202) 551-3500 or
at https://tts.sec.gov/cgi-bin/corp_fin_interpretive.
I. Time Period for the Relief
The time period for the relief specified in Sections II of this
Order is as follows:
With respect to those registrants or other persons
impacted by COVID-19, the period from and including March 1, 2020 to
April 30, 2020.
The Commission intends to monitor the current situation
and may, if necessary, extend the time period during which this relief
applies, with any additional conditions the Commission deems
appropriate and/or issue other relief.
II. Filing Requirements for Registrants and Other Persons
Disruptions to transportation, and limited access to facilities,
support staff, and professional advisors as a result of COVID-19, could
hamper the efforts of public companies and other persons with filing
obligations to meet their filing deadlines. At the same time, investors
have an interest in the timely availability of required information
about these companies and the activities of persons required to file
schedules and reports with respect to these companies. While the
Commission believes that the relief from filing requirements provided
by the exemption below is necessary and appropriate in the public
interest and consistent with the protection of investors, we remind
public companies and other persons who are the subjects of this Order
to continue to evaluate their obligations to make materially accurate
and complete disclosures in accordance with the federal securities
laws.
Accordingly, it is ordered, pursuant to Section 36 of the Exchange
Act, that a registrant (as defined in Exchange Act Rule 12b-2) subject
to the reporting requirements of Exchange Act Section 13(a) or 15(d),
and any person required to make any filings with respect to such a
registrant, is exempt from any requirement to file or furnish materials
with the Commission under Exchange Act Sections 13(a), 13(f), 13(g),
14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G
(except for those provisions mandating the filing of Schedule 13D or
amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules
13f-1, and 14f-1, as applicable, where the conditions below are
satisfied.
Conditions
(a) The registrant or any person required to make any filings with
respect to such a registrant is unable to meet a filing deadline due to
circumstances related to COVID-19;
(b) Any registrant relying on this Order furnishes to the
Commission a Form 8-K or, if eligible, a Form 6-K by
[[Page 13681]]
the later of March 16 or original filing deadline of the report \1\
stating: \2\
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\1\ Any registrant relying on this Order would not need file a
Form 12b-25 so long as the report, schedule, or form is filed within
the time period prescribed by this Order.
\2\ The Commission believes such statements, as furnished, to
the extent they contain ``forward-looking statements,'' would be
subject to the safe harbor under Exchange Act, Section 21E. See the
Private Securities Litigation Reform Act of 1995, 15 U.S.C. 77z-1
(1998).
---------------------------------------------------------------------------
(1) That it is relying on this Order;
(2) a brief description of the reasons why, it could not file such
report, schedule or form on a timely basis;
(3) the estimated date by which the report, schedule, or form is
expected to be filed;
(4) if appropriate, a risk factor explaining, if material, the
impact of COVID-19 on its business; and
(5) if the reason the subject report cannot be filed timely relates
to the inability of any person, other than the registrant, to furnish
any required opinion, report or certification, the Form 8-K or Form 6-K
shall have attached as an exhibit a statement signed by such person
stating the specific reasons why such person is unable to furnish the
required opinion, report or certification on or before the date such
report must be filed.
(c) The registrant or any person required to make any filings with
respect to such a registrant files with the Commission any report,
schedule, or form required to be filed no later than 45 days after the
original due date; and
(d) In any report, schedule or form filed by the applicable
deadline pursuant to paragraph (c) above, the registrant or any person
required to make any filings with respect to such a registrant must
disclose that it is relying on this Order and state the reasons why it
could not file such report, schedule or form on a timely basis.
III. Furnishing of Proxy and Information Statements
We also believe that relief is warranted for those seeking to
comply with the requirements of Exchange Act Sections 14(a) and (c) and
Regulations 14A and 14C and Exchange Act Rule 14f-1 thereunder to
furnish materials to security holders when mail delivery is not
possible and that the following exemption is necessary and appropriate
in the public interest and consistent with the protection of investors.
Accordingly, it is ordered, pursuant to Section 36 of the Exchange
Act, that a registrant or any other person is exempt from the
requirements of the Exchange Act and the rules thereunder to furnish
proxy statements, annual reports, and other soliciting materials, as
applicable (the ``Soliciting Materials''), and the requirements of the
Exchange Act and the rules thereunder to furnish information statements
and annual reports, as applicable (the ``Information Materials''),
where the conditions below are satisfied.
Conditions
(a) The registrant's security holder has a mailing address located
in an area where, as a result of COVID-19, the common carrier has
suspended delivery service of the type or class customarily used by the
registrant or other person making the solicitation; and
(b) The registrant or other person making a solicitation has made a
good faith effort to furnish the Soliciting Materials to the security
holder, as required by the rules applicable to the particular method of
delivering Soliciting Materials to the security holder, or, in the case
of Information Materials, the registrant has made a good faith effort
to furnish the Information Materials to the security holder in
accordance with the rules applicable to Information Materials.
By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-04763 Filed 3-6-20; 8:45 am]
BILLING CODE 8011-01-P
