The Securities Commission granted exemptive relief to a filer seeking to establish a credit support issuer structure. The filer, a Bermuda exempted limited partnership, could not rely on standard exemptions due to its 70.5% ownership of an intermediate holding entity and the proposed issuance of convertible preferred shares. The relief exempts the filer from continuous disclosure, certification, insider reporting, audit committee, and corporate governance requirements. Additionally, exemptions were granted from short form prospectus, incorporation by reference, earnings coverage, and subsidiary credit supporter requirements.
The decision was based on the filer’s unique ownership structure and the nature of the partnership units, which effectively give the filer control over the holding limited partnership. The relief is conditional on the filer’s compliance with certain ownership and disclosure conditions, including maintaining its status as a reporting issuer and filing financial statements in accordance with U.S. federal securities laws.
The relevant laws and regulations underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii), National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1, National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4, National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, s. 8.6, National Instrument 52-110 Audit Committees, s. 8.1, National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1, National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2), and National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1. The decision replaces a previous decision from February 2014.