December 4, 2008
Issuing FDIC-Guaranteed Debt under the TLGP
About ten days ago, the FDIC issued its Final Rule regarding its Temporary Liquidity Guarantee Program (known as “TLGP”), which includes the debt guarantee program under which the FDIC is guaranteeing the unsecured senior debt of eligible entities. The TLGP is an opt-out program with an opt-out deadline of December 5th.
In connection with the FDIC’s final rule, Corp Fin has issued an interpretive letter clarifying that offerings of TLGP-guaranteed debt don’t need to be registered under the ’33 Act (since the guaranteed debt will be exempt under Section 3(a)(2)). We have posted memos regarding TLGP in our “Debt Financings” Practice Area.
The first offerings of debt guaranteed under the program have already been launched – and it has been estimated that as much as $300 billion of debt may ultimately be issued under the TLGP. To help you prepare for this wave, we have just announced a new webcast – “How to Issue FDIC-Guaranteed Debt under the TLGP” – to be held on December 17th. With all the big issues being hashed out right now, our panel of Wall Street lawyers will be able to give you the latest developments. This is a “biggie.”
If you’re not a member of TheCorporateCounsel.net, try a ’09 no-risk trial to access this webcast for free. If you are a member, please renew your membership today since all memberships are on a calendar-year basis.
Yesterday, Mark Borges blogged about the GAO’s preliminary assessment of the compliance with TARP so far, particularly as it relates to executive compensation. It’s a great blog entry.
The NYSE Speaks ’08: Latest Developments and Interpretations
We have posted the transcript from our recent webcast: “The NYSE Speaks ’08: Latest Developments and Interpretations.”
Financial Viability Exception: Nasdaq Issues New Staff Interpretive Letters
Recently, Nasdaq posted three new letters (2008-18, -19 and -20) written to companies seeking to utilize the financial viability exception in Rule 4350(i)(2), the rule that provides an exception to the shareholder approval rules for companies in financial distress. A company may not use this exception without obtaining specific approval from Nasdaq; the company must also comply with certain other requirements. But these new letters – and this series of FAQs on the financial viability exception – may help companies thinking about requesting the exception to understand the factors Nasdaq will consider in deciding whether to approve it.
– Broc Romanek