§ 49.5 - Equity interest transfers.

§ 49.5 Equity interest transfers.

Cross Reference

Link to an amendment published at 85 FR 75657, Nov. 25, 2020.

(a) Equity interest transfer notification. Upon entering into any agreement(s) that could result in an equity interest A swap data repository shall file with the Commission a notification of each transaction involving the direct or indirect transfer of ten percent or more of the equity interest in the swap data repository. The Commission may, upon receiving such notification, request that the swap data repository shall file a notification of the equity interest transfer provide supporting documentation of the transaction.

(b) Timing of notification. The equity interest transfer notice described in paragraph (a) of this section shall be filed electronically with the Secretary of the Commission at its

headquarters in

Washington, DC

in a format and in the manner specified by the Secretary of the Commission, no later than the business day, as defined in § 40.1 of this chapter, following the date on which the swap data repository enters into a firm obligation to transfer the equity interest. The swap data repository shall also amend any information that is no longer accurate on Form SDR consistent with the procedures set forth in § 49.3 of this part.

(b) Required information. The notification must include and be accompanied by: any relevant agreement(s), including any preliminary agreements; any associated changes to relevant corporate documents; a chart outlining any new ownership or corporate or organizational structure; a brief description of the purpose and any impact of the equity interest transfer; and a representation from the swap data repository that it meets all of the requirements of Section 21 of the Act and Commission regulations adopted thereunder. The swap data repository shall keep the Commission apprised of the projected date that the transaction resulting in the equity interest transfer will be consummated, and must provide to the Commission any new agreements or modifications to the original agreement(s) filed pursuant to this section. The swap data repository shall notify the Commission of the consummation of the transaction on the day in which it occursheadquarters at [e-mail] and the Division of Market Oversight at [e-mail], at the earliest possible time but in no event later than the open of business ten business days following the date upon which a firm obligation is made to transfer, directly or indirectly, ten percent or more of the equity interest in the swap data repository.

(c) Certification.

(1)

Upon a transfer, whether directly or indirectly, of an equity interest of ten percent or more in a

registered

swap data repository, the

registered

swap data repository shall file electronically with the Secretary of the Commission at its

headquarters in

Washington, DC

in a format and in the manner specified by the Secretary of the Commission

headquarters at [e-mail] and the Division of Market Oversight at [e-mail], a certification that the

registered

swap data repository meets all of the requirements of

Section

section 21 of the Act and the Commission regulations

adopted thereunder

in 17 CFR chapter I, no later than two business days

, as defined in § 40.1 of this chapter,

following the date on which the equity interest of ten percent or more was acquired.

Such certification shall state whether changes to any aspects of the swap data repository's operations were made as a result of such change in ownership, and include a description of any such change(s).

(2) The certification required under this paragraph may rely on and be supported by reference to an application for registration as a swap data repository or prior filings made pursuant to a rule submission requirement, along with any necessary new filings, including new filings that provide any and all material updates of prior submissions.

[85 FR 75657, Nov. 25, 2020]