Current through Register Vol. 54, No. 12, March 23, 2024
(a) A person proposing to offer debt
securities under section 203(p) of the act (70 P.S. §
1-203(p)) shall:
(1) Complete and file with the Department two
copies of Form 203-P in accordance with the General Instructions.
(2) File Form 203-P no later than 5 business
days before the earlier of either the issuer receiving from any person:
(i) An executed subscription agreement or
other contract to purchase the securities being offered.
(ii) Consideration for the subscription
agreement or other contract to purchase the securities being
offered.
(b)
Except if the delivery of an offering document is not required by the
Department, every offering of debt securities under section 203(p) of the act
shall be made by an offering document containing all material information about
the securities being offered and the issuer.
(1) An offering document will be considered
to meet the requirements of this section if it includes the information that is
elicited by Part VII of the Statement of Policy Regarding Church Bonds adopted
April 14, 2002, by NASAA and any successor policy thereto (NASAA Guidelines)
and is in the format set forth therein.
(2) A copy of the offering document and any
offering literature to be used in connection with the offer or sale of
securities under section 203(p) of the act shall be filed with the Department
at the same time the notice required under subsection (a) shall be
filed.
(c) The offering
document required under subsection (b) must meet all of the following
conditions:
(1) Contain a notice of a right to
withdraw that complies with §
207.130 (relating to notice to
purchasers under section 207(m)).
(2) Contain financial statements of the
issuer that comply with §
609.034(b)
(relating to financial statements).
(3) Demonstrate compliance with the trust
indenture standards and trustee qualification standards and associated
disclosure requirements as set forth in Parts V and VI of the NASAA Guidelines
if the total amount of securities to be offered exceeds $250,000.
(4) Include whatever data may be necessary to
establish all of the following:
(i) The
investors will receive a first lien on real estate of the issuer.
(ii) The issuer has not defaulted on prior
obligations.
(iii) The total amount
of securities offered does not exceed 75% of the current fair market value of
the real property covered by the securities.
The provisions of this §
203.161 amended under sections
203(d), (i.1), (j) and (n)-(t) 205, 206, 301, 303, 504, 603(a) and 609 of the
Pennsylvania Securities Act of 1972 (70 P.S. §§
1-203(d), (i.1), (j) and
(n)-(t) 1-205, 1-206, 1-301, 1-303, 1-504, 1-603(a) and 1-609); sections 4 and
9(b) of the Takeover Disclosure Law (70 P.S. §§
74 and
79(b)); and section 202.C of
the Department of Banking and Securities Code (71 P.S. §
733-202.C).
