2.9 Issuers of Securities That Collateralize Registered Securities (Rule 13-02)

Under Regulation S-X, Rule 13-02, a registrant must, to the extent material, disclose summarized financial and other nonfinancial information for each of its affiliates whose securities provide collateral for any class of securities registered or being registered. In the context of an initial registration statement related to an IPO of debt securities, this requirement may apply when the capital stock (i.e., securities) of some or all of the registrant’s subsidiaries (i.e., affiliates) is pledged as collateral for the debt securities being registered.

The required disclosures must be presented in MD&A or in a footnote to the registrant’s financial statements. The disclosures include (1) summarized financial information for each affiliate whose securities are pledged (the information may be presented on a combined basis) as of and for the most recent annual and year-to-date interim period (if applicable) and (2) certain nonfinancial disclosures. The level of detail of summarized financial information is similar to the level of detail discussed in Section 2.8.1.

For additional considerations related to collateralized securities, see Chapter 3 of Deloitte’s Roadmap SEC Reporting Considerations for Guarantees and Collateralizations.