SEC FORM S-6:

SEC Form S-6, is also known as the Registration Statement under the Securities Exchange Act of 1933 for Unit Investment Trusts ("UITs").

 

Note: Form N-8B-2 is for UITs registered under the 1940 Securities Exchange Act.

 

The Securities Exchange Act of 1933, often referred to as the "truth in securities" law, requires that these registration forms, providing essential facts, are filed to disclose important information upon registration of a company's securities. This helps the Securities and Exchange Commission ("SEC") achieve the objectives of this act — requiring investors to receive significant information regarding securities offered, and to prohibit fraud in the sale of the offered securities.

BENEFITS ASSOCIATED WITH UITs

 

UITs can offer investors transparency, liquidity, limited credit risk, diversification and access to specific investment strategies.   

 

  • Transparency.  UITs provide transparency of holdings, fees and concessions.  UITs employ a “buy and hold” strategy, which means UITs will generally maintain their original investment portfolio despite short-term market fluctuations.   

 

  • Liquidity.  Should an investor’s needs change, investors may redeem their units on any business day at the redemption price.  Section 4(2) of the 1940 Act and Rule 22c-1 thereunder require UITs to issue redeemable securities at a price based on the current Net Asset Value (“NAV”) of such security.  The term “redeemable securities” is defined in Section 2(a)(32) of the 1940 Act as “any security … under the terms of which the holder upon its presentation to the issuer … is entitled … to receive approximately his proportionate share of the issuer’s current net assets, or the cash equivalent thereof.”  Therefore, at the investor’s request, UITs are required to buy back the investor’s securities at NAV, which is based on the underlying securities’ current market value, less applicable expenses, and is calculated daily.  The primary purpose of Rule 22c-1 is to eliminate or reduce dilution of the value of outstanding redeemable securities of registered open-end investment companies that may occur through the practice of “backward pricing.” 

 

  • Diversification and Access to Specific Investment Strategies.  Assets of a UIT may include stocks, bonds, preferred stock, ADRs, REITs, master limited partnerships, closed-end funds, BDCs, ETFs or other investments.  UITs also may focus on outcome-driven investment objectives and/or structured payoff structures by including derivatives as part of the fixed portfolio, which results in UITs with structured product-type payoffs and which may invest in other assets, including exchange-traded options, U.S. Treasury obligations and/or cash or cash equivalents. 

 

  • Reduced or Eliminated Credit Risk.  UITs achieve their target outcomes without the credit risk associated with structured notes.  Unlike structured note offerings, where the notes are senior unsecured obligations of the issuing bank/corporation, the credit risk of a UIT depends on the assets it holds.  A UIT that holds FLEX options that are issued by the OCC or U.S. Treasuries, for example, has limited credit risk.

Form S-6 is filed on the SEC EDGAR system in HTML format. The SEC only accepts a simplified version of HTML, requiring the source documents to be converted using specialized SEC EDGAR software (as opposed to simply using the "Save as HTML" option in a word processor). Form S-6 also requires the filing entity to be registered with the SEC EDGAR system and have valid EDGAR filing codes, and possibly pay a fee based on the number and offering price of any new shares being registered.

To Retain and Engage Private Placement Markets for a S-6 Registration Statement (Offering) Filing:

Private Placement Markets regularly works with companies and their legal counsel with respect to the creating and filing of SEC Form S-6; we consider it one of our specialties. 

 

After the complete SEC Form S-6 is drafted and approved by your company, Private Placement Markets will convert the approved and finalized S-6 Registration Statement (Prospectus) to SEC EDGAR HTML format, and provide you and your team with an online proof. After obtaining your final approval, we file the Form S-6 with the SEC EDGAR system.

The process of filing and having an S-6 approved by the SEC can take anywhere from two months to a year, depending on amount of material and complexity of the filing. The entire Private Placement Markets team is available throughout this entire process to prepare and submit subsequent amendments, redlines, and correspondence letters.

 

Service(s) to be Provided:

  • Registration of the company / UIT with the United States Securities & Exchange Commission.

    • Obtain SEC CIK Number

    • Obtain EDGAR Online Access

  • Registration of the Company / UIT with ISIN International, and obtaining an International Stock Identification Number (ISIN).

  • Drafting & Preparation of a Federal Securities Laws Compliant S-6 Registration Statement (Offering).

    • Our Custom S-6 Registration Statement (Offering) includes (but is not limited to):

      • Offering Structuring and Development of a Presentation Grade S-6 Registration Statement (Offering),

      • all SEC Filing(s) as required via the EDGAR,

      • all ISIN Filings as required

      • Capital Markets filing support (NYSE, NASDAQ, OTC),

      • Federal Securities Laws Compliance Review, and

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See www.PPMEquity.com & www.PPMDebt.com)

      • Does Not include any expenses associated with any required Financial Audits, Legal Opinion Letters, Stock Transfer Agents, DTC Registration, Broker Dealer / Market Maker Fees, Shares Registration Fees paid to the SEC, and/or any Listing Fees associated with a Capital Markets Listing. 

To engage us for a Custom S-6 Registration Statement (Offering) Preparation:

  1. Private Placement Markets is very selective about the S-6 Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your S-6 needs.

  2. If there is a mutual interest to engage for the Drafting and Filing of your S-6, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Custom S-6 Registration Statement (Offering). Our total estimated cost for a Custom S-6 Registration Statement (Offering) is a Flat $25,000 USD (50% = $12,500 USD). NOTE: The balance of $12,500 will be due and payable 30 days net from retaining services or upon delivery of a final S-6 Registration Statement whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom S-6 Registration Statement (Offering).

  4. General Time from Start-to-Finish, given the vast number of Registration Statemetns we have done over the past five plus years, approximately two to four weeks (could be shorter, could be longer, much depends on complexity and amount of information). 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111

Email: Steve@PPMSecurities.com

Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.

 

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