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