Form S-3 - Registration Statement - 2014 (Page 6 of 12) in pdf

c. majority-owned Subsidiaries. If a registrant is a majority-owned subsidiary, security offerings may be registered on this Form if:

the registrant-subsidiary itself meets the Registrant Requirements and the applicable Transaction Requirement;

the parent of the registrant-subsidiary meets the Registrant Requirements and the conditions of Transaction Require-

ment B. 2. (Primary Offerings of Non-convertible Investment Grade Securities) are met;

the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction Requirement,

and provides a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X (§210.3-10 of this chapter),

of the payment obligations on the securities being registered, and the securities being registered are non-convertible

securities, other than common equity;

the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction Requirement,

and the securities of the registrant subsidiary being registered are full and unconditional guarantees, as defined in Rule

3-10 of Regulation S-X, of the payment obligations on the parent’s non-convertible securities, other than common

equity, being registered; or

the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction Requirement,

and the securities of the registrant subsidiary being registered are guarantees of the payment obligations on the non-

convertible securities, other than common equity, being registered by another majority-owned subsidiary of the parent

where the parent provides a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of such non-

convertible securities.

note to general instruction i.c.: With regard to paragraphs I.C.3, I.C.4, and I.C.5 above, the guarantor is the issuer of a separate

security consisting of the guarantee, which must be concurrently registered, but may be registered on the same registration statement

as are the non-convertible guaranteed securities.

d. automatic shelf offerings by well-known seasoned issuers. Any registrant that is a well-known seasoned issuer as defined in

Rule 405 (§230.405 of this chapter) at the most recent eligibility determination date specified in paragraph (2) of that definition may

use this Form for registration under the Securities Act of securities offerings, other than pursuant to Rule 415(a)(1)(vii) or (viii)

(§230.415(a)(1)(vii) or (viii) of this chapter), as follows:

(1) The securities to be offered are:

(a) Any securities to be offered pursuant to Rule 415, Rule 430A, or Rule 430B (§230.415, §230.430A, or

§230.430B of this chapter) by:

(i) A registrant that is a well-known seasoned issuer by reason of paragraph (1)(i)(A) of the definition in

Rule 405; or

(ii) A registrant that is a well-known seasoned issuer only by reason of paragraph (1)(i)(B) of the definition

in Rule 405 if the registrant also is eligible to register a primary offering of its securities pursuant to Transac

tion Requirement I.B.1 of this Form;

(b) Non-convertible securities, other than common equity, to be offered pursuant to Rule 415, Rule 430A, or Rule

430B by a registrant that is a well-known seasoned issuer only by reason of paragraph (1)(i)(B) of the definition in

Rule 405 and does not fall within Transaction Requirement I.B.1 of this Form;

or Rule 430B if the parent registrant is a well known seasoned issuer and the securities of the majority-owned

subsidiary being registered meet the following requirements:

(i) Securities of a majority-owned subsidiary that is a well-known seasoned issuer at the time it becomes a

registrant, other than by virtue of paragraph (1)(ii) of the definition of well-known seasoned issuer in

Rule 405;

(ii) Securities of a majority-owned subsidiary that are non-convertible securities, other than common

equity, and the parent registration provides a full and unconditional guarantee, as defined in Rule 3-10 of

Regulation S-X, of the payment obligations on the non-convertible securities;

Form S-3 - Registration Statement - 2014 Page 6