On March 2, 2020, the SEC approved amendments to the financial disclosure requirements relating to debt offerings that include credit enhancements, such as subsidiary guaranties and affiliate collateralizations. Aside from seeking to improve the quality of disclosure, the amendments are designed to encourage issuers to conduct registered debt offerings, rather than private offerings. The amended rules will, among other things:

  • Continue to allow the omission of separate financial statements of subsidiary issuers and guarantors, but will condition the omission on financial statement consolidation rather than 100% ownership of the subsidiary.
  • Replace condensed consolidating financial information with new financial and non-financial disclosures.
  • Require disclosure of specified financial and non-financial information about affiliates and collateral arrangements rather than separate financial statements.
  • Require the proposed disclosure in all cases, unless immaterial, rather than only when certain numerical thresholds are exceeded.

The amendments are effective in January 2021, but issuers can voluntarily comply earlier.

If you have any questions, please contact Gunster securities law and corporate governance practice leader Bob Lamm.

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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.

About Gunster

Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 12 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Boca Raton, Fort Lauderdale, Jacksonville, Miami, Orlando, Palm Beach, Stuart, Tallahassee, Tampa, The Florida Keys, Vero Beach, and its headquarters in West Palm Beach. With over 200 attorneys and 200 committed support staff, Gunster is ranked among the National Law Journal’s list of the 500 largest law firms and has been recognized as one of the Top 100 Diverse Law Firms by Law360. More information about its practice areas, offices and insider’s view newsletters is available at


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