Florida Administrative Code › 69 - DEPARTMENT OF FINANCIAL SERVICES › 69W - Securities › Chapter 69W-400 - EXEMPT SECURITIES › Section 69W-400.003 - Rules for Government Securities Under Section 517.051(1), F.S

Current through Reg. 50, No. 138; July 16, 2024
For purposes of the exemption of section
				  517.051(1),
				  F.S., any issuer or guarantor of securities which are or have been in default
				  shall be deemed to have satisfied the requirement of full and fair disclosure,
				  thereby entitling the securities issued or guaranteed by such person to the
				  exemption granted therein, if the following information is contained in an
				  offering circular provided to each offeree prior to any sale of such
				  securities:
(1) A description of each
				and every default by the issuer and guarantor including:
(a) The amount(s) currently or previously in
				default;
(b) The date(s) of all
				such defaults;
(c) Whether the
				amount(s) in default were principal and/or interest;
(d) The current status of each prior and
				current default(s);
(e) Whether
				there were any legal proceedings, civil, criminal, or administrative, commenced
				as a result of or related to any default(s), and if so, for each such
				proceeding, a description of the proceedings including:
1. The nature of such proceeding;
2. The name and address of the forum where
				such proceeding was filed;
3. The
				substantive allegations of the pleadings;
4. The name and address of the attorney of
				record for the plaintiffs or investors; and,
5. The current status, or where applicable,
				the final resolution of such proceeding;
(f) Whether any Trustee or Receiver has ever
				been appointed over the assets of the issuer and guarantor and if so:
1. The name of such Trustee and
				Receiver;
2. The name of the forum
				or person who appointed the Trustee and Receiver;
3. The dates the Trustee and Receiver were
				appointed and the date that such appointment terminated. If the appointment has
				not terminated the offering circular shall so state;
4. The reason for appointment of the Trustee
				and Receiver; and,
5. The amount of
				any costs and expenses incurred by the Trustee and Receiver and their agents or
				counsel in such proceeding;
(g) A discussion of each pending legal
				proceeding which may materially affect the issuer's and guarantor's ability to
				perform its obligations to the present and future holders of the securities
				being offered. Such discussion shall include:
1. The type of proceeding;
2. In what forum such proceeding is
				filed;
3. When such proceeding was
				filed;
4. The substantive
				allegations at issue;
5. The
				current status of such proceeding;
6. The damages sought by the plaintiffs and
				defendants in such proceeding; and,
7. The potential liability to the issuer and
				guarantor as a result of the proceeding and the anticipated source of payment
				should such liability materialize.
(h) Financial statements for the last two (2)
				fiscal years prepared and presented in accordance with United States generally
				accepted accounting principles. Such statements shall additionally have been
				audited by an independent governmental audit organization or by an independent
				certified public accountant; and,
(i) All other information which an investor
				would consider material in order to make an informed decision with respect to
				the securities being offered on behalf of the issuer pursuant to the exemption
				provided in section 517.051(1),
				F.S.