UNITED STATES OF AMERICA
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UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
ADMINISTRATIVE PROCEEDING
File No. 3-20060
In the Matter of
Bayerische Motoren Werke,
Aktiengesellschaft, BMW of North
America, LLC, and BMW US
Capital, LLC,
Respondents.
I.
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PROPOSED PLAN OF
DISTRIBUTION
OVERVIEW
1.
The Division of Enforcement submits this Proposed Plan of Distribution (the
“Plan”) to the United States Securities and Exchange Commission (the “Commission”) pursuant
to Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the
“Commission’s Rules”), 17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair
Fund (the “Fair Fund”), comprised of civil money penalties paid by Bayerische Motoren Werke,
Aktiengesellschaft (“BMW”), BMW of North America, LLC (“BMW NA”), and BMW US
Capital, LLC (“BMW USC”) (collectively, the “Respondents”) in the above-captioned matter.1
2.
As described more specifically below, the Plan seeks to compensate investors
who were harmed by the Respondents’ conduct described in the Order. As calculated using the
methodology detailed in the Plan of Allocation (attached as Exhibit A), investors who purchased
certain debt securities offered by BMW USC in private placement transactions identified in
Appendix A (the “Securities”) will be compensated for the harm suffered between April 11,
2016 and continuing through February 28, 2023 as a result of the Respondents’
misrepresentations and omissions. In the view of the Commission staff and the Fund
Administrator, this methodology constitutes a fair and reasonable allocation of the Fair Fund.
3.
The Commission has custody of the Fair Fund and shall retain control of the
assets of the Fair Fund. The Plan is subject to approval by the Commission, and the Commission
retains jurisdiction over its implementation.
1
See Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making
Findings, and Imposing a Cease-and-Desist Order, Securities Act Rel. No. 10850 (Sept. 24, 2020) (the “Order”).
II.
BACKGROUND
4.
On September 24, 2020, the Commission issued the Order instituting and
simultaneously settling cease-and-desist proceedings against the Respondents for violations of
Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”). In the Order, the
Commission found that that from 2015 to 2019, BMW inflated its reported retail sales in the
U.S., which helped BMW close the gap between its actual retail sales volume and internal targets
and publicly maintain a leading retail sales position relative to other premium automotive
companies. The Commission also found that BMW NA used three practices that had the effect
of inaccurately reporting its U.S. retail sales volume (a non-financial metric). First, from January
2015 through March 2017, BMW used its demonstrator and service loaner programs to boost
reported retail sales volume and meet internal targets, resulting in demonstrator and loaner
vehicles accounting for over one quarter of BMW NA’s reported retail sales in this period.
Second, from 2015 through 2019, BMW NA maintained an excess reserve of unreported vehicle
sales—referred to internally as the “bank” —that it used when necessary to meet internal
monthly sales targets without regard to when the underlying sales occurred. Finally, in January
2015 and January 2017, BMW NA improperly adjusted its retail sales reporting calendar, which
usually followed a standard calendar used in the automotive industry, to achieve internal retail
sales targets or bank excess retail sales for use in future reporting periods.
In addition, the Commission found that BMW AG, a German corporation and the
ultimate parent company of BMW NA and BMW USC, raised approximately $18 billion through
seven bond offerings on the U.S. capital markets from 2016 through 2019, which were offered
and sold to investors pursuant to Rule 144A promulgated under the Securities Act. According to
the Order, in connection with these bond offerings, BMW AG, through BMW USC, provided
information about BMW’s U.S. retail vehicle sales to bond investors, initial purchasers, and
credit rating agencies in offering memoranda and investor presentations. BMW NA also issued
monthly press releases during this period regarding BMW’s U.S. retail sales. The Commission
found that BMW AG provided materially incomplete and inaccurate information regarding its
U.S. retail sales performance and customer demand for BMW vehicles in the U.S. market
because it failed to disclose BMW NA’s practices that resulted in the inaccurate reporting of its
U.S. retail sales volume.
The Commission ordered the Respondents to pay an $18,000,000 civil penalty. The
Commission ordered the funds paid pursuant to the Order be held in an account at the United
States Treasury pending a decision whether the Commission, in its discretion, would seek to
distribute funds. The Respondents paid the penalty in full.
5.
On April 7, 2022, the Commission issued an order2 that created the Fair Fund,
pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty paid can be
distributed to harmed investors.
6.
The Fair Fund has been deposited in a Commission-designated account at the
United States Department of the Treasury, and any accrued interest will be added to the Fair
Fund.
2
Order Establishing a Fair Fund, Exchange Act Rel. No. 94623 (Apr. 7, 2022).
2
III.
DEFINITIONS
As used in this Plan, the following definitions will apply:
7.
“Administrative Costs” shall mean any administrative costs and expenses,
including without limitation the fees and expenses of the Tax Administrator and the Fund
Administrator, tax obligations, bond premium expenses, and investment and banking costs.
8.
“Claim Form” means the form designed by the Fund Administrator, in
consultation with the Commission staff, for the filing of claims in accordance with this Plan.
The Claim Form will require, at a minimum, sufficient documentation reflecting any Preliminary
Claimant’s purchases, interest payments received, and dispositions of the Securities during the
Relevant Period such that eligibility under the Plan can be determined, tax identification and
other related information from the Preliminary Claimant as determined necessary by the Fund
Administrator in coordination with the Tax Administrator, and a certification that the
Preliminary Claimant is not an Excluded Party.
9.
“Claim Status Notice” means the notice sent by the Fund Administrator within
ninety (90) days of the Claims Bar Date to any Preliminary Claimant that submitted a deficient
Claim Form. The Claim Status Notice will provide to each Preliminary Claimant whose claim is
deficient, in whole or in part, the reason(s) for the deficiency and in the event the claim is denied,
the Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice will
also notify the Preliminary Claimant of the opportunity to cure any deficiency, request
reconsideration, or dispute the determination made by the Fund Administrator and provide
instructions regarding what is required to do so.
10.
“Claims Bar Date” means the date established in accordance with this Plan by
which a Preliminary Claimant’s Claim Form must be postmarked or submitted electronically in
order to receive consideration under the Plan. The Claims Bar Date shall be one hundred twenty
(120) days after the initial mailing of the Plan Notice. Claim Forms submitted by Preliminary
Claimants postmarked or received after the Claims Bar Date will not be accepted unless the Fund
Administrator is directed to do so by the Commission staff.
11.
“Claims Packet” means the materials relevant to submitting a claim that will be
provided to Preliminary Claimants who request such materials through a website or otherwise
prior to the Claims Bar Date. The Claims Packet will include, at a minimum, a copy of the Plan
Notice and a Claim Form (together with instructions for completion of the Claim Form).
12.
“Determination Notice” shall mean the written notice sent by the Fund
Administrator to all Preliminary Claimants who timely submitted a Claim Form notifying the
Preliminary Claimant of its eligibility determination. The Determination Notice will further
provide each Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or
its calculated Recognized Harm Amount. The Determination Notice will constitute the Fund
Administrator’s final ruling regarding the eligibility status of the claim.
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13.
“Distribution Payment” means a payment from the Fair Fund to a Payee in
accordance with the terms of this Plan.
14.
“Eligible Claimant” means a Preliminary Claimant, who is not an Excluded
Party, who submitted a valid Claim Form, who purchased the Securities during the Relevant
Purchase Period and suffered harm as a result of the Respondents’ misrepresentations and
omissions described in paragraph 4 above.
15.
“Excluded Party” shall mean:
(a)
The Respondents;
(b)
Any current or former advisor or agent of the Respondents who
participated in the conduct described in the Order;
(c)
Any current or former employee of the Respondents or any of its affiliates
who has been terminated for cause or has otherwise resigned, in
connection with the conduct described in the Order;
(d)
Any Person who served at any time from January 1, 2016 through the end
of 2019 as an officer3 or director of the Respondents, or of any subsidiary
or affiliate of Respondents;
(e)
Any Person who, as of the Claims Bar Date, has been the subject of
criminal charges related to the conduct described in the Order or any
related Commission action;
(f)
Any firm, trust, corporation, officer, or other entity in which Respondents
has or had a controlling interest;
(g)
The Fund Administrator, its employees, and those Persons assisting the
Fund Administrator in its role as the Fund Administrator; or
(h)
Any purchaser or assignee of another Person’s right to obtain a recovery
from the Fair Fund for value; provided, however, that this provision shall
not be construed to exclude those Persons who obtained such a right by
gift, inheritance or devise.
The Claim Form will require claimants to certify that they are not an Excluded Party. All
Excluded Parties will be deemed ineligible to participate in the distribution of the Fair Fund.
16.
“Fair Fund” means the $18,000,000 fund created by the Commission pursuant to
Section 308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by
Respondents’ violations described in the Order.
3
An “officer” excluded under this paragraph is any officer of BMW.
4
17.
“Net Available Fair Fund” means the Fair Fund, plus any interest or earnings,
less Administrative Costs.
18.
“Payee” means an Eligible Claimant whose Recognized Harm Amount calculates,
in accordance with the Plan of Allocation, to $250.00 or more who will receive a Distribution
Payment.
19.
“Person” means natural individuals as well as legal entities such as corporations,
partnerships, or limited liability companies.
20.
“Plan Notice” means a written notice from the Fund Administrator to Preliminary
Claimants informing them of the Fair Fund; the Plan and its eligibility requirements; explaining
how to submit a claim, including instructions for any online claims process; and how to obtain a
copy of the approved Plan and Claim Form by request or from the Fair Fund’s website. The Plan
Notice will also be available on the Fair Fund’s website that is maintained by the Fund
Administrator.
21.
“Plan of Allocation” means the methodology used by the Fund Administrator to
calculate an Eligible Claimant’s Recognized Harm Amount. The Plan of Allocation is attached
as Exhibit A.
22.
“Preliminary Claimant” shall mean a Person, or their lawful successors,
identified by the Fund Administrator as having possible claim to recover from the Fair Fund
under this Plan, or a Person asserting prior to the Claims Bar Date that he, she, or it has a
possible claim to recover from the Fair Fund under this Plan, as a result of transactions in the
Securities during the Relevant Period.
23.
“Recognized Harm Amount” means the compensable allocation amount
calculated in accordance with the Plan of Allocation, representing the harm to investors from
holding the Securities whose interest rates incorporated the misrepresentations alleged in the
Order.
24.
“Relevant Period” means the period of time between April 11, 2016, the
earliest offering date of the Securities, and continuing through February 28, 2023, a date
proximate to the publication of this Plan, for purposes of calculating Recognized Harm
Amount.
25.
“Relevant Purchase Period” means the period of time between April 11,
2016, the earliest offering date of the Securities, and continuing through September 24, 2020,
the date of the Commission’s issuance of the Order.
26.
“Securities” refers to certain debt securities offered by BMW USC in private
placement transactions and identified in Appendix A.
27.
“Summary Notice” means the notice published in print or internet media that
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shall include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means
of obtaining a Claims Packet, and the Claims Bar Date. The Summary Notice will be published
two (2) times and will appear within ten (10) days of the initial mailing of the Plan Notice.
28.
“Third-Party Filer” means a third-party, including without limitation a nominee,
custodian, or an intermediary holding in street name, who is authorized to submit and submits a
claim(s) on behalf of one or more Preliminary Claimants. Third-Party Filer does not include
assignees or purchasers of claims that are excluded from receiving Distribution Payments under
paragraph 15(h) above.
IV.
TAX COMPLIANCE
29.
On August 4, 2022, the Commission appointed Miller Kaplan Arase LLP as the
tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of the
Fair Fund.4 The Tax Administrator will be compensated for reasonable fees and expenses from
the Fair Fund in accordance with its 2022-2024 Engagement Letter Agreement with the
Commission.5
30.
The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section
468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related
regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the
administrator of such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the
tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not
limited to:
(a)
Obtaining a taxpayer identification number;
(b)
Requesting funds necessary for the timely payment of all applicable taxes,
the payment of taxes for which the Tax Administrator has received funds,
and the filing of applicable returns; and
(c)
Fulfilling any information reporting or withholding requirements required
for distributions from the Fair Fund.
31.
All tax obligations will be paid from the Fair Fund, subject to the review and
approval of Commission staff.
V.
FUND ADMINISTRATOR
32.
On September 14, 2022, the Commission has appointed Kurtzman Carson
Consultants, LLC, as the fund administrator for the Fair Fund (the “Fund Administrator”), and
4
See Order Appointing Tax Administrator, Exchange Rel. No. 95427 (Aug. 4, 2022).
See Omnibus Order Directing the Engagement of Two Tax Administrators For Appointment on a Case-by-Case
Basis in Administrative Proceedings that Establish Distribution Funds, Exchange Act Rel. No. 94845 (May 4, 2022).
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the Fund Administrator has obtained a bond in the amount of $18,000,000, as ordered.6 Pursuant
to Rule 1105(a) of the Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund Administrator
may be removed at any time by order of the Commission or hearing officer.
33.
The Fund Administrator will be responsible for administering the Fair Fund in
accordance with the Plan. This will include, among other things, taking reasonable steps to
identify and contact Preliminary Claimants; obtaining mailing information for Preliminary
Claimants; establishing a website and staffing a call center to address inquiries during the claims
process; developing a claims database; preparing accountings; cooperating with the tax
administrator appointed by the Commission to satisfy any tax liabilities and to ensure
compliance with income tax reporting requirements, including but not limited to Foreign
Account Tax Compliance Act (FATCA); advising Preliminary Claimants of deficiencies in
claims and providing an opportunity to cure any documentary defects; taking antifraud measures,
such as identifying false, ineligible and overstated claims; making determinations under the
criteria established herein as to Preliminary Claimants eligibility; advising Preliminary Claimants
of final claim determinations; disbursing the Fair Fund in accordance with this Plan, as ordered
by the Commission; and researching and reconciling errors and reissuing payments, when
possible.
34.
To carry out the purposes of this Plan, the Fund Administrator is authorized to
make and implement immaterial changes to the Plan upon agreement of the Commission staff. If
a change is deemed to be material by the Commission staff, Commission approval is required
prior to implementation by amending the Plan.
35.
The Fund Administrator may extend any procedural deadline contained in the
Plan for good cause shown, if agreed upon by the Commission staff.
36.
The Fund Administrator is authorized to enter into agreements with third-parties
as may be appropriate or necessary in the administration of the Fair Fund, provided such thirdparties are not excluded pursuant to other provisions of this Plan. In connection with such
agreements, the third- parties shall be deemed to be agents of the Fund Administrator under this
Plan.
37.
The Fund Administrator will be entitled to payment from the Fair Fund of
reasonable fees and expenses, including the bond premium, incurred in the performance of its
duties (including any such fees and expenses incurred by agents, consultants or third-parties
retained by the Fund Administrator in furtherance of its duties).
VI.
ADMINISTRATION OF THE FAIR FUND
Identification of and Notification to Preliminary Claimants
38.
The Fund Administrator will, insofar as practicable, use its best efforts to
identify Preliminary Claimants from a review of trading records, obtaining records from
6
See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 95766 (Sept. 14,
2022).
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registered broker-dealers and investment advisors, and seeking information from any other
source available to it. The Fund Administrator may also engage a third-party firm, after
consultation with and approval of the Commission staff, to assist in identifying Preliminary
Claimants to maximize the participation rate of BMW USC’s private placement transactions
investors in the Fair Fund.
39.
Within sixty (60) days after Commission approval of the Plan, the Fund
Administrator shall:
(a)
design and submit a Claims Packet, including the Plan Notice and the
Claim Form, to the Commission staff for review and approval;
(b)
create a mailing and claim database of all Preliminary Claimants based
upon information identified by the Fund Administrator;
(c)
run a National Change of Address search to retrieve updated addresses for
all records in the database, thereby ensuring the mailing information for
Preliminary Claimants is up-to-date;
(d)
email and/or mail a Plan Notice to each Preliminary Claimant identified
by the Fund Administrator and to the Fund Administrator’s list of banks,
brokers, and other nominees in accordance with paragraph 44 below;
(e)
establish and maintain a website devoted solely to the Fair Fund. The Fair
Fund’s website, located at www.BMWFairFund.com, will make available
a copy of the approved Plan; provide information regarding the claims
process and eligibility requirements for participation in the Fair Fund in
the form of frequently asked questions; include in downloadable form, the
Claim Form and other related materials; and such other information the
Fund Administrator believes will be beneficial to Preliminary Claimants;
(f)
establish and maintain a toll-free telephone number, 1-844-460-0580, for
Preliminary Claimants to call to speak to a live representative of the Fund
Administrator during its regular business hours or, outside of such hours,
to hear prerecorded information about the Fair Fund. The toll-free number
will be listed on all correspondence from the Fund Administrator to
Preliminary Claimants as well as on the Fair Fund’s website; and
(g)
establish and maintain a traditional mailing address and an email address
which will be listed on all correspondence from the Fund Administrator to
Preliminary Claimants as well as on the Fair Fund’s website.
40.
The Fund Administrator will publish the Summary Notice on the internet and/or
in print media acceptable to Commission staff two (2) times and will appear within ten (10) days
of the initial mailing of the Plan Notice.
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41.
The Commission staff retains the right to review and approve any material posted
on the Fair Fund’s website, any material mailed, and any scripts used in connection with any
communication with Preliminary Claimants.
42.
In all materials that refer to the Claims Bar Date, the filing deadline will be
clearly identified with the calendar date, which is one hundred twenty (120) days from the date
of the initial mailing of the Plan Notice.
43.
The Fund Administrator will promptly provide a Claims Packet to any
Preliminary Claimant upon request made via mail, phone, or email prior to the Claims Bar Date.
44.
The Fund Administrator will send by mail, email, or other means, the Plan Notice
to the Fund Administrator’s list of banks, brokers, and other nominees, as well as any other
institutions identified during the outreach process, that may have records of the Securities during
the Relevant Period (collectively, the “Nominees or Custodians”). The Fund Administrator will
request that these entities, to the extent that they were record holders for beneficial owners of the
Securities:
(a)
within fourteen (14) days of the Nominees’ or Custodians’ receipt of the
Plan Notice, notify and send the Plan Notice to the respective beneficial
owners, and, as requested, provide to the beneficial owners a Claim Form,
so that the beneficial owners may timely file a claim. The burden will be
on the Nominees or Custodians to ensure the claims process information,
including, if requested, the Claim Form and other relevant materials, is
properly disseminated to the beneficial owners; and/or
(b)
provide to the Fund Administrator, within fourteen (14) days of receipt of
the Plan Notice, a list of last known names and addresses for all beneficial
owners for whom/which they purchased and held, as the record holder, the
Securities during the Relevant Period, so that the Fund Administrator can
communicate with the beneficial owners directly.
45.
At the discretion of the Fund Administrator, in consultation with the Commission
staff, a reasonable number of additional copies of the Claims Packet shall be made available to
any Nominee or Custodian requesting it for the purpose of distribution to beneficial owners.
46.
Requests to the Fund Administrator for additional copies of the Claims Packet in
excess of fifty (50) are subject to approval by the Fund Administrator, in consultation with the
Commission staff.
47.
Documented reasonable out-of-pocket expenses incurred by the Nominees or the
Custodians, which would not have been incurred but for compliance with paragraph 44 above,
shall be reimbursed from the Fair Fund. The amount of such expenses allowed will be at the
discretion of the Fund Administrator, in consultation with the Commission staff. Unless
otherwise determined by the Fund Administrator in consultation with the Commission staff, outof-pocket expenses based on the following rates will be considered reasonable:
9
(a)
a maximum of $0.08 per Claims Packet, plus postage at the pre-sort
postage rate per Claim Packet actually mailed;
(b)
a maximum of $0.05 per email of Summary Notice or Plan Notice and
Claim Form link disseminated; or
(c)
$0.20 per name, address, and email address provided to the Fund
Administrator, up to a maximum of amount of $1,500.00.
48.
The Fund Administrator will attempt to locate any Preliminary Claimant whose
mailing is returned as “undeliverable” and will document all such efforts. The Fund
Administrator shall use its best efforts to make use of commercially available resources and other
reasonably appropriate means to obtain updated addresses in response to “undeliverable” notices,
and forward any returned mail for which an updated address is provided or obtained. The Fund
Administrator will make available, upon request by the Commission staff, a list of all
Preliminary Claimants whose Plan Notice have been returned as “undeliverable” due to incorrect
addresses and for which the Fund Administrator has been unable to locate current addresses.
Filing a Claim
49.
To avoid being barred from asserting a claim, on or before the Claims Bar Date,
each Preliminary Claimant must submit to the Fund Administrator a properly completed Claim
Form reflecting such Preliminary Claimant’s claim, together with all required supporting
documentation as the Fund Administrator, in its discretion, deems necessary or appropriate to
substantiate the claim. Without limitation, this information may include third-party documentary
evidence of purchases of Securities during the Relevant Purchase Period, as well as holdings of
Securities during the Relevant Period.
50.
Electronic claims submission is encouraged; the Plan Notice will include
instructions on how Preliminary Claimants can submit their claims electronically via the Fair
Fund’s website. If using the web-based claim filing option, a Preliminary Claimant must submit
his, her, or its claim to the Fund Administrator by 11:59 p.m. on the Claims Bar Date. The Plan
Notice will also include instructions for submission of claims if the Preliminary Claimant is
unable to submit his, her, or its claim electronically.
51.
The burden will be upon the Preliminary Claimant to ensure that his, her or its
Claim Form has been properly and timely received by the Fund Administrator. A Claim Form
that is postmarked or otherwise received after the Claims Bar Date will not be accepted unless
the deadline is extended by the Fund Administrator for good cause shown, after consultation
with the Commission staff.
52.
All Claim Forms and supporting documentation necessary to determine a
Preliminary Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of
the Plan must be endorsed by a declaration executed by the Preliminary Claimant under penalty
of perjury under the laws of the United States. The declaration must be executed by the
10
Preliminary Claimant, unless the Fund Administrator accepts such declaration from a Person
authorized to act on the Preliminary Claimant’s behalf, whose authority is supported by such
documentary evidence as the Fund Administrator deems necessary.
53.
When submitting claims to the Fair Fund on behalf of its clients, all Third-Party
Filers must use the electronic filing template provided by the Fund Administrator in this matter.
Third-Party Filers that do not comply with the template and format provided by the Fund
Administrator may be rejected. Third-Party Filers must also submit a signed master proof of
claim and release, as well as proof of authority to file on behalf of the claimant(s) at the time the
electronic file of transactions is submitted. Failure to do so may result in rejection of the claim.
54.
Each Third-Party Filer must establish the validity and amount of each claim in its
submission. Third-Party Filers must submit such supporting documentary evidence of
purchases, dispositions, and holdings of Securities as the Fund Administrator deems necessary or
appropriate to substantiate each individual claim. Without limitation, this includes the complete
name of the Preliminary Claimant (beneficial account owner) and its TIN (for individuals) or
EIN (for companies), sufficient contact information to confirm the identity of the beneficial
owner, and documentation from the original bank, broker or other institution of purchases and
dispositions of Securities (account statements, confirmations and other documentation of
purchases and dispositions), as well as holdings of the Securities on pertinent dates.
Documentation generated by the Third-Party Filer as well as affidavits in lieu of supporting
documentation will not be accepted unless, for good cause, the Fund Administrator determines it
acceptable. The Fund Administrator will have the right to request, and the Third-Party Filer will
have the burden of providing to the Fund Administrator, any additional information and/or
documentation deemed necessary by the Fund Administrator to substantiate the claim(s)
contained in the submission. Documentation from a Third-Party Filer that is not acceptable to
the Fund Administrator will result in rejection of the affected claim(s). The determination of the
Fund Administrator to reject a claim for insufficient documentation, as reflected in the
Determination Notice, is final and within the discretion of the Fund Administrator.
55.
The receipt of Securities by gift, inheritance, devise, or operation of law will not
be deemed to be a purchase of Securities, nor will it be deemed an assignment of any claim
relating to the purchase of such Securities unless specifically so provided in the instrument of
inheritance. The recipient of Securities as a gift, inheritance, devise or by operation of law will
be eligible to file a Claim Form and participate in the distribution of the Fair Fund to the extent
the original purchaser would have been eligible under the terms of the Plan. Only one claim may
be submitted with regard to the same transactions in Securities, and in cases where duplicative
claims are filed by the donor and donee, the donee claim will be honored, assuming it is
supported by proper documentation.
56.
Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29
U.S.C.§ 1002(3), which do not include Individual Retirement Accounts and such plan’s
participants, are properly made by the administrator, custodian or fiduciary of the plan and not
by the plan’s participants. The Fund Administrator will distribute any payments on such claims
directly to the administrator, custodian or fiduciary of the retirement plan. The custodian or
fiduciary of the retirement plan will distribute any payments received in a manner consistent with
11
its fiduciary duties and the governing account or plan provisions.
57.
The Preliminary Claimant has the burden of notifying the Fund Administrator of a
change in his, her or its current address and other contact information, and of ensuring that such
information is properly reflected on the Fund Administrator's records.
Review of Claims and Deficiency Process
58.
The Fund Administrator will review all claim submissions and determine the
eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data
and supporting documentation (or the lack thereof) and verifying the claim. Each Preliminary
Claimant will have the burden of proof to establish the validity and amount of his, her or its
claim. The Fund Administrator will have the right to request, and the Preliminary Claimant will
have the burden of providing to the Fund Administrator, any additional information and/or
documentation deemed relevant by the Fund Administrator.
59.
The Fund Administrator will provide a Claim Status Notice within ninety (90)
days of the Claims Bar Date to each Preliminary Claimant who has filed a deficient Claim Form
with the Fund Administrator. The Claim Status Notice will provide to each Preliminary
Claimant whose claim is deficient, in whole or in part, the reason(s) for the deficiency (e.g.,
failure to provide required information or documentation). In the event the claim is denied, in
whole or in part, the Claim Status Notice will state the reason(s) for such denial. The Claim
Status Notice will also notify the Preliminary Claimant of the opportunity to cure any deficiency,
request reconsideration, or dispute the determination made by the Fund Administrator and
provide instructions regarding what is required to do so.
60.
Any Preliminary Claimant with a deficient claim will have thirty (30) days from
the date of the Claim Status Notice to cure any deficiencies identified in the Claim Status Notice.
61.
Any Preliminary Claimant seeking reconsideration of a denied claim must advise
the Fund Administrator in writing within thirty (30) days of the date of the Claim Status Notice.
All requests for reconsideration must include the necessary documentation to substantiate the
basis upon which the Preliminary Claimant is requesting reconsideration of his, her, or its claim.
62.
The Fund Administrator will have the authority, in its sole discretion, to waive
technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims.
Claims Eligibility Determination
63.
Within two hundred forty (240) days of the Claims Bar Date, the Fund
Administrator will complete all claims determinations and send a written notice to all
Preliminary Claimants who timely submitted a Claim Form notifying the Preliminary Claimant
of its eligibility determination. The Determination Notice will further provide to each
Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or its calculated
Recognized Harm Amount. The Determination Notice will constitute the Fund Administrator’s
final ruling regarding the eligibility status of the claim.
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64.
The Fund Administrator may consider disputes of an Eligible Claimant’s
Recognized Harm Amount calculation if notice of the dispute presented in writing to the Fund
Administrator within thirty (30) days of the date of the Determination Notice. Within thirty (30)
days of receiving an Eligible Claimant’s notice of dispute, the Fund Administrator shall notify
the Eligible Claimant, in writing of its calculation of the Eligible Claimant’s Recognized Harm
Amount after considering the dispute. This notice will constitute the Fund Administrator’s final
ruling regarding the loss calculations for the claim.
Third-Party Review
65.
After the Fund Administrator has completed the process of analyzing the claims
and determining claim amounts in accordance with the Plan, and prior to the distribution of any
funds, the Fund Administrator will engage an independent, third-party firm, not unacceptable to
Commission staff, to perform a set of agreed upon procedures, review a statistically significant
sample of claims and ensure accurate and comprehensive application of the Plan of Allocation.
The Fund Administrator will communicate the results of the review to Commission staff together
with any written analysis or reports related to the review, and, upon request, will make the firm
available to the Commission staff to respond to questions concerning the review.
Distribution Methodology
66.
Any Preliminary Claimant, who is not an Excluded Party, who submitted a valid
Claim Form who purchased the Securities during the Relevant Purchase Period and held the
Securities during the Relevant Period will be deemed an Eligible Claimant.
67.
No Distribution Payments will be made for less than $250.00. If an Eligible
Claimant’s Recognized Harm Amount, in accordance with the Plan of Allocation, calculates to
less than $250.00, that Eligible Claimant will be deemed ineligible to receive a Distribution
Payment. All Eligible Claimants whose Recognized Harm Amount is equal to or greater than
$250.00 will be deemed a Payee and receive a Distribution Payment.
Establishment of a Reserve
68.
Before determining the amount of funds available for distribution and calculating
each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax
Administrator, will establish a reserve to pay Administrative Costs and to accommodate any
unexpected expenditures (the “Reserve”).
69.
After all disbursements and Administrative Costs are paid, any remaining
amounts in the Reserve will become part of the Residual described in paragraph 93 below.
Preparation of the Payment File
70.
Within sixty (60) days following the date of the Determination Notices described
above, paragraph 63, the Fund Administrator will compile and send to the Commission staff the
13
Payee information, including the name, address, calculated Recognized Harm Amount, and the
amount of the Distribution Payment for all Payees (the “Payee List”). The Fund Administrator
will also provide a Reasonable Assurances Letter to the Commission staff, representing that the
Payee List: (a) was compiled in accordance with the approved Plan; (b) is accurate as to Payees’
names, addresses, Recognized Harm Amounts and Distribution Payments; (c) includes the
number of Payees compensated; (d) the percentage of the Payee’s Recognized Harm Amount
being compensated by the disbursement from the Fair Fund, and if applicable, the total
percentage to include all prior disbursements; (e) the total amount of funds to be disbursed; and
(f) provides all information necessary to make a payment to each Payee.
The Escrow Account
71.
Prior to the disbursement of funds from the Net Available Fair Fund, the Fund
Administrator will establish an escrow account (the “Escrow Account”) with a United States
commercial bank that is a well-capitalized financial institution as defined by the Federal Reserve
Act, Subpart D, 12 C.F.R. 208.43 and that is not unacceptable to the Commission staff (the
“Bank”), pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by
Commission staff.
72.
The Fund Administrator, pursuant to the Escrow Agreement, shall also establish
with the Bank a separate deposit account (e.g. controlled distribution account, managed
distribution account, linked checking and investment account) (the “Distribution Account”),
insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass
through limit. The Distribution Account shall be linked with the Escrow Account and shall be
named, and records maintained, in accordance with the Escrow Agreement.
73. During the term of the Escrow Agreement, the portions of the Fair Fund transferred
to the Escrow Account (the “Escrow Property”), shall be invested and reinvested in short-term
U.S. Treasury securities backed by the full faith and credit of the United States Government or
an agency thereof. The investment shall be, of a type and term necessary to meet the cash
liquidity requirements for payments to Payees, tax obligations, and/or fees of the Tax
Administrator and/or Fund Administrator, including investment or reinvestment in a bank
account insured by the FDIC up to the guaranteed FDIC limit, or in money market mutual funds
registered under the Investment Company Act of 1940 that invest 100% of their assets in direct
obligations of the United States Government.
74. The Fund Administrator shall provide duplicate original bank and/or investment
statements on any accounts established by the Fund Administrator to the Tax Administrator on a
monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as
necessary.
75. The Fund Administrator shall deposit or invest funds in the Escrow and
Distribution Accounts so as to result in the maximum reasonable net return, taking into account
the safety of such deposits or investments. In consultation with Commission staff, the Fund
Administrator shall work with the Bank on an ongoing basis to determine an allocation of funds
between the Escrow and Distribution Account.
14
76. All interest, dividends, and/or income earned by the Escrow Property will accrue
for the benefit of the Escrow Property. All Administrative Costs associated with the Escrow and
Distribution Accounts will be the responsibility of the Fund Administrator, who may be
reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to
the Bank, its agents, and/or its affiliates from the Escrow Property.
Distribution of the Fair Fund
77.
The Fund Administrator will seek to distribute the Net Available Fair Fund to all
Payees only after all Claim Forms have been processed and all Preliminary Claimants whose
claims have been rejected or disallowed, in whole or in part, have been notified and provided the
opportunity to contest or cure pursuant to the procedures set forth herein.
78. Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List
and Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek
an Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17
C.F.R. § 210.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank in
accordance with the Payee List for distribution by the Fund Administrator in accordance with the
Plan. All disbursements will be made pursuant to a Commission Order.
79. Upon issuance of an Order to disburse, the Commission staff will direct the transfer
of funds in accordance with the Payee List to the Bank. The Fund Administrator will then use its
best efforts to commence mailing Distribution Payment checks and/or effect wire transfers
within ten (10) business days of the release of the funds into the Escrow Account. All efforts
will be coordinated to limit the time between the Escrow Account’s receipt of the funds and the
issuance of Distribution Payments.
80.
All Distribution Payments will be issued by the Fund Administrator from the
Distribution Account. All checks will bear a stale date of one hundred twenty (120) days from
the date of issuance. Checks that are not negotiated by the stale date will be voided, and the
Bank will be instructed to stop payment on those checks. A Payee’s claim will be extinguished
if he, she, or it fails to negotiate his, her or its check by the stale date, and the funds will remain
in the Fair Fund, except if a check reissue has been requested before the stale date, such request
is governed by in paragraph 89.
81.
All payments will be preceded or accompanied by a communication that includes,
as appropriate: (a) a statement characterizing the distribution; (b) a statement that the tax
treatment of the distribution is the responsibility of each Payee and that the Payee should consult
his, her or its tax advisor for advice regarding the tax treatment of the distribution; (c) a
statement that checks will be void and cannot be reissued after one hundred twenty (120) days
from the date the original check was issued; and (d) contact information for the Fund
Administrator for questions regarding the Distribution Payment. The letter or other mailings to
Payees characterizing a Distribution Payment will be submitted to the Tax Administrator and
Commission staff for review and approval.
15
82.
All Distribution Payments, either on their face or in the accompanying mailing,
will clearly indicate that the money is being distributed from the Fair Fund established by the
Commission to compensate investors for harm as a result of securities law violations.
83.
Distribution Payments must be made by check or electronic payment payable to
the Payee (the beneficial account owner). A Third-Party Filer shall not be the payee of any
Distribution Payment check or electronic Distribution Payment. Any other payment arrangement
must be discussed with the Fund Administrator in consultation with the Commission staff and
must be authorized by the Payee. Compensation to a Third-Party Filer for its services may not
be paid or deducted from the Distribution Payment.
84.
If, after discussion with the Fund Administrator in consultation with the
Commission staff, and authorization by the Payee(s), a Distribution Payment is to be made to a
Third-Party Filer to distribute to the Payee(s), the Third-Party Filer will be required to complete
a certification, which will require them, at a minimum, to attest that any distribution to the
custodian, trustee, or investment professional representing multiple potentially eligible beneficial
owners, will be allocated for the benefit of current or former pooled investors and not for the
benefit of management. The certification form will be available on the Fair Fund website and
upon request from the Fund Administrator. All such Third-Party Filers must have an auditable
mechanism available to the Fund Administrator and the Commission staff to confirm that each
Payee received the Distribution Payment directed to them.
85.
The submission of a Claim Form and the receipt and acceptance of a Distribution
Payment by a Payee is not intended to be a release of a Payee’s rights and claims against any
party.
86.
Electronic or wire transfers may be utilized at the discretion of the Fund
Administrator to transfer approved Distribution Payments to filers of claims on behalf of twenty
(20) or more Payees. Wire transfers will be initiated by the Fund Administrator using a twoparty check and balance system, whereby completion of a wire transfer will require an
authorization by two members of the Fund Administrator’s senior staff.
87.
At the discretion of the Fund Administrator, certain costs that were not factored
into the Reserve, such as bank fees for the return of a payment, may reduce the Payee’s
Distribution Payment. In such situations, the Fund Administrator will immediately notify the
Tax Administrator of the reduction in the Distribution Payment.
Post Distribution; Handling of Returned or Uncashed Checks; and Reissues
88.
The Fund Administrator shall use its best efforts to make use of commercially
available resources and other reasonably appropriate means to locate all Payees whose checks
are returned to the Fund Administrator as “undeliverable.” If new address information becomes
available, the Fund Administrator will repackage the distribution check and send it to the new
address. If new address information is not available after a diligent search (and in no event no
later than one hundred twenty (120) days after the initial mailing of the original check) or if the
distribution check is returned again, the check shall be voided and the Fund Administrator shall
16
instruct the issuing financial institution to stop payment on such check. If the Fund
Administrator is unable to find a Payee’s correct address, the Fund Administrator, in its
discretion, may remove such Payee from the distribution and the allocated Distribution Payment
will remain in the Fair Fund for distribution, if feasible, to the remaining Payees.
89.
The Fund Administrator will reissue checks to Payees upon the receipt of a valid,
written request from the Payee prior to the initial stale date. In cases where a Payee is unable to
endorse a Distribution Payment check as written (e.g., name changes, IRA custodian changes, or
recipient is deceased) and the Payee or a lawful representative requests the reissuance of a
Distribution Payment check in a different name, the Fund Administrator will request, and must
receive, documentation to support the requested change. The Fund Administrator will review the
documentation to determine the authenticity and propriety of the change request. If, in the
discretion of the Fund Administrator, such change request is properly documented, the Fund
Administrator will issue an appropriately redrawn Distribution Payment to the requesting party.
Reissued checks will be void at the later of one hundred twenty (120) days from issuance of the
original check or sixty (60) days from the reissuance, and in no event will a check be reissued
after one hundred twenty (120) days from the date of the original issuance without the approval
of Commission staff.
90.
The Fund Administrator will make reasonable efforts to contact Payees who have
failed to negotiate their Distribution Payment check and take appropriate action to follow up on
the status of uncashed checks at the request of Commission staff. The Fund Administrator may
reissue such checks subject to the time limits detailed herein.
Administrative Costs
91.
All Administrative Costs will be paid from the Fair Fund in accordance with the
Commission’s Rules.
Disposition of Undistributed Funds
92.
If funds remain following the initial distribution and payment of all
Administrative Costs, the Fund Administrator, in consultation with the Commission staff, may
seek subsequent distribution of any available remaining funds, pursuant to the Commission’s
Rules.
93.
A residual within the Fair Fund will be established for any amounts remaining
after the final disbursement to Payees from the Fair Fund (the “Residual”). The Residual may
include funds from, among other things, amounts remaining the Reserve, distribution checks that
have not been cashed, checks or electronic payments that were not delivered or returned to the
Commission, tax refunds for overpayment or for waiver of IRS penalties.
94.
All funds remaining in the Residual that are infeasible to distribute to investors
will be returned to the Commission and transferred to the U.S. Treasury after the final
accounting is approved by the Commission.
17
Filing of Reports and Accountings
95.
In accordance with Rule 1105(f) of the Commission’s Rules, the Fund
Administrator shall provide to the Commission staff a progress report and a quarterly account
statement in a format to be provided by Commission staff, within forty-five (45) days of the
Commission’s approval of the Plan, and shall provide to Commission staff additional reports and
quarterly account statements within ten (10) days after the end of every calendar quarter. Such
progress reports shall inform the Commission staff of the activities and status of the Fair Fund
during the reporting period, and shall specify, at a minimum, the location of the account(s)
comprising the Fair Fund, including among other things, an interim accounting of all monies in
the Fair Fund.
96.
When the final distribution is completed, the Fund Administrator shall provide to
Commission staff a final report summarizing all tasks undertaken and the outcome of its
administrative efforts. The Fund Administrator shall make arrangement for the final payment of
all Administrative Costs, and submit a final accounting of all monies received, earned, spent, and
distributed in connection with the administration of the Plan in a format provided by the
Commission staff. The Fund Administrator will also submit a report to the Commission staff
containing the final distribution statistics regarding distributions to individuals and entities, and
such other information requested by the Commission staff.
Termination of the Fair Fund
97.
The Fair Fund will be eligible for termination and the Fund Administrator will be
eligible for discharge after all of the following have occurred (a) a final accounting, in a standard
accounting format provided by the Commission staff, has been submitted by the Fund
Administrator and approved by the Commission; (b) all Administrative Costs have been paid;
and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer
to U.S. Treasury. Once the Commission has approved the final accounting, the Commission
staff will seek an order from the Commission authorizing: (a) the transfer of any amounts
remaining in the Fair Fund that is infeasible to return to investors, and any amounts returned to
the Fair Fund in the future that are infeasible to return to investors, to the U.S. Treasury, subject
to Section 21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c)
cancellation of the Fund Administrator’s bond; and (d) termination of the Fair Fund.
98.
Once the Fair Fund has been terminated and funds, if any, are transferred to the
U.S. Treasury, no further claims will be allowed and no additional payments will be made
whatsoever.
Miscellaneous
99.
When administering this Plan, the Fund Administrator, and/or each of its
designees, agents and assigns, may rely on: all applicable law; orders issued by the Commission,
including orders issued by delegated authority; orders issued by an administrative law judge, if
any, appointed in this proceeding; and any records, including records containing investor
information, provided by Commission staff.
18
100. Should any additional funds be received pursuant to Commission or Court order,
agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will
be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the
Commission’s Rules.
Wind-down and Document Retention
101. The Fund Administrator will shut down the website, P.O. Box and customer
service telephone line(s) established specifically for the administration of the Fair Fund six (6)
months after the transfer of any remaining funds to the Commission, or at such earlier time as the
Fund Administrator determines with the concurrence of the Commission staff.
102. The Fund Administrator will retain all materials submitted by Preliminary
Claimants in either paper or electronic form for a period of six (6) years from the date of
approval of a final fund accounting. Materials maintained in electronic form must be accessible
and readable for the duration of retention. Pursuant to the Commission staff's direction, the Fund
Administrator will either turn over to the Commission or destroy all materials, including
documents in any media, upon expiration of this period.
VII.
NOTICE AND COMMENT PERIOD
103. The Notice of Proposed Plan of Distribution and Opportunity to Comment (the
“Notice”) will be published on the Commission’s website at
http://www.sec.gov/litigation/fairfundlist.htm. Any Person wishing to comment on the Plan
must do so in writing by submitting their comments to the Commission within thirty (30) days of
the publication of the Notice: (a) to the Office of the Secretary, United States Securities and
Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090; (b) by using the
Commission’s Internet comment form (www.sec.gov/litigation/admin.shtml); or (c) by sending
an email to rule-comments@sec.gov. Comments submitted by email or via the Commission’s
website should include “Administrative Proceeding File Number 3-20060” in the subject line.
Comments received will be available to the public. Persons should only submit comments that
they wish to make publicly available.
19
Exhibit A
PLAN OF ALLOCATION
The purpose of this distribution is to compensate investors who purchased certain debt
securities offered by BMW USC in private placement transactions identified in Appendix A (the
“Securities”) over the period of time between April 11, 2016 and September 24, 2020 (the “Relevant
Purchase Period”). For purposes of calculating investor’s compensable allocation amount the period
of time between April 11, 2016 and February 28, 2023 (the “Relevant Period”) will be used.
Investors who did not purchase the Securities during the Relevant Purchase Period or who did not
hold the Securities during the Relevant Period, or who are an Excluded Party1 are ineligible to
recover under this Plan.
The Fund Administrator will determine each Eligible Claimant’s “Preliminary Recovery
Amount” for each of the Securities purchased during the Relevant Purchase Period as follows:
(a)
Calculate each Eligible Claimant’s “Interest Amount” as the sum of his, her or
its interest payments received while holding the Securities through the end of
the Relevant Period;
(b)
Calculate the “Aggregate Interest Amount” as the sum of the interest
payments made on all Securities through the end of the Relevant Period;2 and
(c)
Divide the Eligible Claimant’s Interest Amount by the Aggregate Interest
Amount, and multiply that ratio by the Net Available Fair Fund, with the
result being the “Preliminary Recovery Amount.”
For example, if Eligible Claimant A’s Interest Amount equals 1% of the Aggregate
Interest Amount, Eligible Claimant A’s Preliminary Recovery Amount would be the
amount equal to 1% of the Net Available Fair Fund.
The Fund Administrator will determine each Eligible Claimant’s compensable allocation
amount (“Recognized Harm Amount”) and allocate the Net Available Fair Fund as follows:
1
(a)
If all investors in the Securities submit valid claims, each Eligible Claimant’s
Recognized Harm Amount will equal his, her or its Preliminary Recovery
Amount, subject to the “Minimum Distribution Amount” below.
(b)
If not all investors in the Securities submit valid claims, unclaimed amounts
may be allocated to the Eligible Claimants who do submit valid claims,
thereby increasing their Recognized Harm Amount, subject to the “Recovery
Cap” below. Such allocation will be on a pro-rata basis, according to the
Eligible Claimant’s Interest Amount relative to the sum of Interest Amounts
of all Eligible Claimants who submit valid claims.
All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.
Commission staff has estimated the Aggregate Interest Amount to be approximately $1.845 billion as of February 28,
2023. The Fund Administrator will determine the precise value to use in the calculations of claims.
2
For example, if an investor with a Preliminary Recovery Amount of $100,000 does
not submit a valid claim, that amount may be allocated to Eligible Claimants who did
submit valid claims. If Eligible Claimant A’s Interest Amount is 4% of the sum of
Interest Amounts of all Eligible Claimants who do submit claims, then Eligible
Claimant A’s Recognized Harm Amount will be increased by $4,000 (or 4% of
$100,000) above his, her or its Preliminary Recovery Amount, subject to the
Recovery Cap below.
Additional Provisions
Recovery Cap: The Recovery Cap will be 10% of an Eligible Claimant’s Interest Amount. In
the event that the claims submitted are such that an Eligible Claimant’s Recognized Harm Amount
would greatly exceed his, her, or its Preliminary Recovery Amount and create a windfall, the Recovery
Cap will apply. An Eligible Claimant’s Recognized Harm Amount will not exceed 10% of the Eligible
Claimant’s Interest Amount.
Minimum Distribution Amount: The Minimum Distribution Amount will be $250.00. If an
Eligible Claimant’s Recognized Harm Amount is less than the Minimum Distribution Amount, that
Eligible Claimant will be deemed ineligible to receive a Distribution Payment.
Payee: An Eligible Claimant whose Recognized Harm Amount equals or exceeds the
Minimum Distribution Amount will be deemed a Payee, and receive a Distribution Payment.
Distribution Payment: Each Payee will receive a Distribution Payment equal to their
Recognized Harm Amount, subject to his, her, or its respective Recovery Cap.
2
Appendix A: BMW USC 144a Bonds Issued between 2016 and 2019, the Securities
CUSIP
Issue
Date
Maturity
Amount
Issued
Coupon
Frequency
Coupon
Rate
05565EAH8 4/11/2016 10-year $1,000,000,000
S/A
2.80000
05565EAF2 4/11/2016
$1,500,000,000
S/A
2.00000
5-year
05565EAD7 4/11/2016
$1,500,000,000
S/A
1.50000
3-year
05565EAM7 9/15/2016
$750,000,000
S/A
2.25000
7-year
05565EAL9 9/15/2016
$750,000,000
S/A
1.85000
5-year
05565EAK1 9/15/2016
$500,000,000
S/A
1.45000
3-year
05565EAN5 9/15/2016
$250,000,000
Qtr
LIBOR + 41
3-year
05565EAT2 4/6/2017
$500,000,000
S/A
3.30000
10-year
05565EAS4 4/6/2017
$250,000,000
Qtr
LIBOR +64
5-year
05565EAR6 4/6/2017
$600,000,000
S/A
2.70000
5-year
05565EAP0 4/6/2017
$600,000,000
S/A
2.15000
3-year
05565EAQ8 4/6/2017
$250,000,000
Qtr
LIBOR + 38
3-year
05565EAY1 4/12/2018 10-year
$750,000,000
S/A
3.75000
05565EAW5 4/12/2018
$1,000,000,000
S/A
3.45000
5-year
05565EAU9 4/12/2018
$1,000,000,000
S/A
3.10000
3-year
05565EAV7 4/12/2018
$750,000,000
Qtr
LIBOR + 41
3-year
05565EAQ8 4/26/2018
$500,000,000
Qtr
LIBOR + 38
2-year
05565EBE4 8/14/2018 10-year
$500,000,000
S/A
3.95000
05565EBD6 8/14/2018
$750,000,000
Qtr
LIBOR + 50
3-year
05565EBC8 8/14/2018
$500,000,000
S/A
3.40000
3-year
05565EBB0 8/14/2018
$750,000,000
Qtr
LIBOR + 37
2-year
05565EBA2 8/14/2018
$500,000,000
S/A
3.25000
2-year
05565EBH7 4/18/2019
$1,000,000,000
S/A
3.15000
5-year
05565EBF1 4/18/2019
$750,000,000
S/A
2.95000
3-year
05565EBG9 4/18/2019
$300,000,000
Qtr
LIBOR + 53
3-year
05565EBJ3 4/18/2019 10-year
$650,000,000
S/A
3.62500
Source: Bloomberg
Notes: S/A= semi-annually, Qtr= quarterly. Basis point additions to LIBOR.
CUSIP 05565EAQ8 was used for issuances in both 2017 and 2018.
3
Status as of
February 28,
2023
Open
Matured
Matured
Open
Matured
Matured
Matured
Open
Matured
Matured
Matured
Matured
Open
Open
Matured
Matured
Matured
Open
Matured
Matured
Matured
Matured
Open
Matured
Matured
Open
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.