SEC proposes changes to disclosures in certain registered debt offerings

The SEC has proposed amendments to financial disclosures for guarantors and issuers of guaranteed securities and affiliates whose securities collateralize issuers’ securities. The proposal would amend Rules 3-10 and 3-16 of Regulation S-X

Applicability

SEC Release No. 33-10526; 34-83701; File No. S7-19-18

• Companies with registered debt, or considering registered debt offerings or private debt offerings with registration rights.

Relevant dates

• Comments are due by December 3, 2018.

Key impacts

The SEC’s proposal on Rules 3-10 and 3-16 of Regulation S-X would revise the financial statement requirements for Rule 3-10 as well as the alternative disclosures in Rules 3-10 and 3-16. The proposed changes are intended to: 

• Emphasize materiality
• Increase the number of subsidiaries able to provide alternative disclosures
• Reduce compliance costs