UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

 

 

FORM 10-KFOR ANNUAL AND TRANSITION REPORTSPURSUANT TO SECTIONS 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

 

|  | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--|----------|--------------------------------------------------------------------------------------|

 

For the fiscal year ended December 31, 2018

 

or

 

|  | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--|----------|-----------------------------------------------------------------------------------------------|

 

For the transition period from ________ to ________

 

Commission File Number of issuing entity:            001-33017Central Index Key Number of issuing entity: 0001373206

 

STRATS Trust For News Corporation Securities, Series 2006-4

             

 (Exact name of issuing entity as specified in its charter)

 

Commission File Number of depositor and sponsor: 001-31818             Central Index Key Number of depositor and sponsor: 0001140396

 

Synthetic Fixed-Income Securities, Inc.

 

 

(Exact name of depositor and sponsor as specified in its charter)

 

| New York                                                                           | 20-7097869                           |
|------------------------------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation                     or organization) | (I.R.S. Employer Identification No.) |
|                                                                               |                                 |
| 301 South College Street, Charlotte, North Carolina                                | 28288                                |
| (Address of principal executive offices)                                           | (Zip Code)                           |
|                                                                               |                                 |

Registrant’s telephone number, including area code:(212) 214-6277

 

Securities registered pursuant to Section 12(b) of the Act:

 

| Title of each class                |   | Name of Registered exchange on which registered |
|------------------------------------|--------|-------------------------------------------------|
|                               |   |                                            |
| STRATS Certificates, Series 2006-4 |   | New York Stock Exchange (“NYSE”)  |

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.             Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.             Yes ☐ No ☒

 

Indicate by check mark whether the registrant: (1) Has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.             Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).             Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.             Not applicable.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company, “and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Large accelerated filer   ☐             Accelerated filer ☐             Non- accelerated filer ☒             Smaller reporting company ☐             Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).             Yes ☐ No ☒

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:

 

The registrant has no voting stock or class of common stock that is held by non-affiliates. 

 

 

  

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

**Introductory Note**

 

Synthetic Fixed-Income Securities, Inc. (the “Depositor”) is the Depositor in respect of the STRATS Trust For News Corporation Securities, Series 2006-4 (the “Trust”), a common law trust formed pursuant to the Base Trust Agreement, dated as of September 8, 2006, between the Depositor and U.S. Bank Trust National Association, as trustee (the “Trustee”), as supplemented by the STRATS Certificates Series Supplement 2006-4 (the “Series Supplement”) dated as of September 8, 2006 in respect of the Trust. The Trust’s assets consist solely of notes issued by News America Holdings Incorporated (now known as News America Inc.). The Certificates do not represent obligations of or interests in the Depositor or the Trustee.

 

 

 

Pursuant to staff administrative positions established in Corporate Asset Backed Corporation (available August 9, 1995), the Trust is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable.” Distribution reports detailing receipts and distributions by the Trust are filed after each distribution date on Form 10-D in lieu of reports on Form 10-Q.

 

News America Inc.            , the issuer of the underlying securities, is subject to the information reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). For information on News America Inc. please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-32352            . The Commission maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.” Periodic and current reports and other information required to be filed pursuant to the Exchange Act by News America Inc. may be accessed on this site. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. The public may read and copy any materials filed with the Commission at the Commission’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC's public reference rooms. In addition, such reports and other information can be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. Neither Synthetic Fixed-Income Securities, Inc. nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither Synthetic Fixed-Income Securities, Inc. nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer of the underlying securities or the underlying securities themselves have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.

 

3                         

 

PART I

 

**The following Items have been omitted in accordance with General Instruction J to Form 10-K:**

 

Item 1. Business.

 

Item 1A. Risk Factors.

 

Item 2. Properties.

 

Item 3. Legal Proceedings.

 

Item 1B. Unresolved Staff Comments.

 

Not Applicable.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

PART II

 

**The following Items have been omitted in accordance with General Instruction J to Form 10-K:**

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Item 6. Selected Financial Data.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Item 8. Financial Statements and Supplementary Data.

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

Item 9A. Controls and Procedures.

 

Item 9B. Other Information.

 

None.

 

PART III

 

**The following Items have been omitted in accordance with General Instruction J to Form 10-K:**

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Item 11. Executive Compensation.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Item 14. Principal Accounting Fees and Services.

 

4                         

 

**SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K.**

 

| **Item 1112(b) of Regulation AB.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Significant Obligors of Pool Assets (Financial Information).**                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

The primary asset of the issuing entity is the underlying securities, $33,000,000 of 7.90% senior debentures due 2095 issued by News America Holdings Incorporated (now known as News America Inc.) and unconditionally guaranteed by The News Corporation Limited (now known as News Corporation) and certain of its subsidiaries. The issuer of the underlying securities, therefore, may be considered a significant obligor. The issuer of the underlying securities is subject to the information reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). For information on the issuer of the underlying securities please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-32352.

                                                                                                                                                                                                                                                                                                        |
| **Item 1114(b)(2) of Regulation AB.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers Financial Information).** |
| Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Item 1115(b) of Regulation AB.**

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | **Certain Derivatives Instruments (Financial Information).**                                                                                                          |
| Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Item 1117 of Regulation AB.**

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **Legal Proceedings.**                                                                                                                                                |
| There are no legal proceedings pending, or any proceedings known to be contemplated, by governmental authorities against the depositor, the Trustee or the issuing entity, or any property thereof, that is material to the holders of the Certificates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Item 1119 of Regulation AB.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **Affiliations and Certain Relationships and Related Transactions.**

                                                                                           |
| Based on the standards set forth in Item 1119 of Regulation AB, no information is required in response to this Item.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Item 1122 of Regulation AB.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **Compliance with Applicable Servicing Criteria**

                                                                                                              |
| U.S. Bank Trust National Association has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by STRATSSM Trust For News Corporation Securities, Series 2006-4. U.S. Bank Trust National Association has completed a report on an assessment of compliance with the servicing criteria applicable (the “Report on Assessment”) as of February 28, 2019 and for a period beginning January 1, 2018 through and including December 31, 2018, which Report on Assessment is attached as an exhibit to this Form 10-K. In addition, U.S. Bank Trust National Association has provided an attestation report (the “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. The Attestation Report is attached as an exhibit to this Form 10-K. Neither the Report on Assessment or the related Attestation Report has identified any material instances of noncompliance with the servicing criteria described in the Report on Assessment as being applicable to U.S. Bank Trust National Association.

  |
| **Item 1123 of Regulation AB.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **Servicer Compliance Statement.**

                                                                                                                             |
| U.S. Bank Trust National Association has provided a statement of compliance (the “Compliance Statement”) for the period from and including January 1, 2018 through and including December 31, 2018, which has been signed by an authorized officer of U.S. Bank Trust National Association. The Compliance Statement of U.S. Bank Trust National Association is attached as an exhibit to this Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

5                         

 

**PART IV**

 

Item 15. Exhibits, Financial Statement Schedules.

 

|  | (a) | The following documents have been filed as part of this report. |
|--|-----|-----------------------------------------------------------------|

 

|  | 1. | None. |
|--|----|-------|

 

|  | 2. | None. |
|--|----|-------|

 

|  | 3. | Exhibits: |
|--|----|-----------|

 

31.1 – Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

33.1 – Report on Assessment of Compliance with Servicing Criteria for U.S. Bank Trust National Association for the period from and including January 1, 2018 through and including December 31, 2018.

 

34.1 – Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to U.S. Bank Trust National Association.             35.1 – Servicer Compliance Statement of U.S. Bank Trust National Association for the period from and including January 1, 2018 through and including December 31, 2018.            

 

(b)       See Item 15(a) above.

 

(c)       Not Applicable.            

 

6                         

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

|   | Synthetic Fixed-Income Securities, Inc.,

as Depositor for the Trust |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   | By:                                                                  |   /s/ Barbara Garafalo  |
|   | Name:                                                                | Barbara Garafalo |
|   | Title:                                                               | Vice President |
|   |                                                                 | (senior officer in charge of the securitizations of the depositor) |

 

Dated: March 29, 2019

 

7                         

 

EXHIBIT INDEX

 

| Exhibit

Number in this

Form 10-K | Description of Exhibits                                                                                                                                                                        |
|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1                                    | Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                |
| 33.1                                    | Report on Assessment of Compliance with Servicing Criteria for U.S. Bank Trust National Association for the period from and including January 1, 2018 through and including December 31, 2018. |
| 34.1                                    | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to U.S. Bank Trust National Association.                                              |
| 35.1                                    | Servicer Compliance Statement of U.S. Bank Trust National Association for the period from and including January 1, 2018 through and including December 31, 2018.                               |

 

8