80_FR_54078 80 FR 53905 - Order Granting Greenbacker Renewable Energy Company LLC a Limited Exemption

80 FR 53905 - Order Granting Greenbacker Renewable Energy Company LLC a Limited Exemption

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 173 (September 8, 2015)

Page Range53905-53906
FR Document2015-22492

Federal Register, Volume 80 Issue 173 (Tuesday, September 8, 2015) 
[Federal Register Volume 80, Number 173 (Tuesday, September 8, 2015)]
[Notices]
[Pages 53905-53906]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-22492]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75803; File No. TP 15-14]


Order Granting Greenbacker Renewable Energy Company LLC a Limited 
Exemption

September 1, 2015.
    By letter dated September 1, 2015 (the ``Letter''), as supplemented 
by conversations with the staff of the Division of Trading and Markets, 
counsel for Greenbacker Renewable Energy Company LLC (the ``Company'') 
requested that the Commission grant an exemption from Rule 102(a) of 
Regulation M to permit the Company to effect repurchases of shares of 
its common stock pursuant to its proposed share repurchase program (the 
``Repurchase Program'').
    As a consequence of the continuous offering of the Company's 
shares, the Company will be engaged in a distribution of shares of its 
common stock pursuant to Rule 102 of Regulation M. As a result, bids 
for or purchases of shares of its common stock or any reference 
security by the Company or any affiliated purchaser of the Company are 
prohibited during the restricted period specified in Rule 102, unless 
specifically excepted by or exempted from Rule 102.
    Based on the representations and facts presented in its Letter, we 
find that it is appropriate in the public interest and consistent with 
the protection of investors to grant a conditional exemption from Rule 
102 of Regulation M to permit the Company to repurchase shares of its 
common stock under its Repurchase Program while the Company is engaged 
in a distribution of shares of its common stock. In granting this 
exemption, we considered the following representations and facts, among 
others:
     There is no trading market for the Company's common stock;
     The Company will terminate its Repurchase Program in the 
event a secondary market for its common stock develops;

[[Page 53906]]

     Shares of the Company will be offered on a continuous 
basis until the earlier of when the full amount of shares registered 
under the registration statement have been sold and August 7, 2016, 
though the Company may decide to extend the offering beyond this date 
if Greenbacker Capital Management LLC, the Company's advisor 
(``Advisor''), determines, and the Company's board agrees, that the 
maximum amount has not been met at the expiration date but the Advisor 
believes there is sufficient investor interest or a need for additional 
capital to pursue an additional investment;
     The Company represents that the structure is similar to 
non-listed REITs;
     Net asset value (``NAV'') is computed based on the fair 
value of the Company's assets, which is determined by the Advisor, on a 
quarterly basis in accordance with ASC 820; \1\
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    \1\ ASC 820, a widely accepted accounting standard which defines 
fair value, establishes a framework for measuring fair value in 
accordance with generally accepted accounting principles, and 
requires certain disclosures about fair value measurements.
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     The report prepared by the Advisor regarding its NAV 
determination and methodology is reviewed and approved by the Company's 
audit committee and board of directors on a quarterly basis, reviewed 
by the Company's independent auditors on a quarterly basis, and audited 
by the Company's independent auditors as part of its annual audit;
     The Company disclosed in its prospectus the original 
valuation methodology and will disclose in a prospectus supplement any 
material changes to the valuation methodology prior to implementation;
     The Company will repurchase shares of its common stock 
under its Repurchase Program at a price that does not exceed the then 
current public offering price of its common stock;
     The offering price for each class of shares consists of 
the NAV per share plus selling commissions and dealer manager fees, 
which are set at a fixed percentage of the offering price depending on 
the share class, and organization and offering expenses, which have 
been calculated as a percentage of gross offering proceeds;
     The method of calculating these commissions and fees and 
their current values are set forth in the prospectus;
     Because the Company will repurchase shares at a price 
equal to the then-current offering price less the selling commissions 
and dealer manager fees associated with such class of shares, the 
Company will purchase at a price directly and mechanically linked to 
NAV; and
     The terms of the Repurchase Program, including the above 
methodology regarding the repurchase price, will be fully disclosed in 
the Company's prospectus.

Conclusion

    It is hereby ordered, pursuant to Rule 102(e) of Regulation M, that 
the Company, based on the representations and the facts presented in 
its Letter (as supplemented by conversations with the staff of the 
Division of Trading and Markets) and subject to the conditions 
contained in this order, is exempt from the requirements of Rule 102 
with respect to the Company's Repurchase Program as described in its 
Letter.
    This exemptive relief is subject to the following conditions:
     The Company shall terminate its Repurchase Program during 
the distribution of its common stock if a secondary market for its 
common stock develops.
     The Company will repurchase shares of its common stock 
under its Repurchase Program at a price that does not exceed the then 
current public offering price, a price directly and mechanically linked 
to NAV, of its common stock.
    This exemptive relief is subject to modification or revocation at 
any time the Commission determines that such action is necessary or 
appropriate in furtherance of the purposes of the Exchange Act. This 
exemption is based on the facts presented and the representations made 
in the Letter. Any different facts or representations may require a 
different response. In the event that any material change occurs in the 
facts or representations in the Letter, the Repurchase Program must be 
discontinued, pending presentation of the facts for our consideration. 
In addition, persons relying on this exemption are directed to the 
anti-fraud and anti-manipulation provisions of the federal securities 
laws, particularly Section 10(b) of the Exchange Act, and Rule 10b-5 
thereunder. Responsibility for compliance with these and any other 
applicable provisions of the federal securities laws must rest with the 
persons relying on this exemption. This order should not be considered 
a view with respect to any other question that the proposed 
transactions may raise, including, but not limited to, the adequacy of 
the disclosure concerning, and the applicability of other federal or 
state laws to, the proposed transactions.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\2\
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    \2\ 17 CFR 200.30-3(a)(6).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-22492 Filed 9-4-15; 8:45 am]
 BILLING CODE P

Federal Register / Vol. 80, No. 173 / Tuesday, September 8, 2015 / Notices 53905 emerging companies under the federal SECURITIES AND EXCHANGE disapprove, the proposed rule change securities laws. COMMISSION (File No. SR–NYSEARCA–2015–56). DATES: The public meeting will be held For the Commission, by the Division of on Wednesday, September 23, 2015. [Release No. 34–75801; File No. SR– Trading and Markets, pursuant to delegated Written statements should be received NYSEARCA–2015–56] authority.6 on or before September 21, 2015. Robert W. Errett, ADDRESSES: The meeting will be held at Self-Regulatory Organizations; NYSE Deputy Secretary. the Commission’s headquarters, 100 F Arca, Inc.; Notice of Designation of a [FR Doc. 2015–22491 Filed 9–4–15; 8:45 am] Street NE., Washington, DC. Written Longer Period for Commission Action BILLING CODE 8011–01–P statements may be submitted by any of on Proposed Rule Change Adopting the following methods: New Equity Trading Rules Relating to Orders and Modifiers and the Retail SECURITIES AND EXCHANGE Electronic Statements Liquidity Program To Reflect the COMMISSION • Use the Commission’s Internet Implementation of Pillar, the Exchange’s New Trading Technology [Release No. 34–75803; File No. TP 15–14] submission form (http://www.sec.gov/ info/smallbus/acsec.shtml); or Platform Order Granting Greenbacker • Send an email message to rule- Renewable Energy Company LLC a September 1, 2015. comments@sec.gov. Please include File Limited Exemption Number 265–27 on the subject line; or On July 7, 2015, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with September 1, 2015. Paper Statements the Securities and Exchange By letter dated September 1, 2015 (the • Send paper statements to Brent J. Commission (‘‘Commission’’), pursuant ‘‘Letter’’), as supplemented by Fields, Federal Advisory Committee to section 19(b)(1) of the Securities conversations with the staff of the Management Officer, Securities and Exchange Act of 1934 (‘‘Act’’) 1 and Rule Division of Trading and Markets, Exchange Commission, 100 F Street NE., 19b–4 thereunder,2 a proposed rule counsel for Greenbacker Renewable Washington, DC 20549–1090. change adopting new equity trading Energy Company LLC (the ‘‘Company’’) All submissions should refer to File No. rules relating to orders and modifiers requested that the Commission grant an 265–27. This file number should be and the Retail Liquidity Program to exemption from Rule 102(a) of included on the subject line if email is reflect the implementation of Pillar, the Regulation M to permit the Company to used. To help us process and review Exchange’s new trading technology effect repurchases of shares of its your statement more efficiently, please platform. The proposed rule change was common stock pursuant to its proposed use only one method. The Commission published for comment in the Federal share repurchase program (the will post all statements on the Advisory Register on July 28, 2015.3 ‘‘Repurchase Program’’). Committee’s Web site (http:// Section 19(b)(2) of the Act 4 provides As a consequence of the continuous www.sec.gov/spotlight/acsec- that within 45 days of the publication of offering of the Company’s shares, the spotlight.shtml). notice of the filing of a proposed rule Company will be engaged in a Statements also will be available for change, or within such longer period up distribution of shares of its common Web site viewing and printing in the to 90 days as the Commission may stock pursuant to Rule 102 of Regulation Commission’s Public Reference Room, designate if it finds such longer period M. As a result, bids for or purchases of 100 F Street NE., Washington, DC to be appropriate and publishes its shares of its common stock or any 20549, on official business days reasons for so finding or as to which the reference security by the Company or between the hours of 10 a.m. and 3 p.m. self-regulatory organization consents, any affiliated purchaser of the Company All statements received will be posted the Commission shall either approve the are prohibited during the restricted without change; we do not edit personal proposed rule change, disapprove the period specified in Rule 102, unless identifying information from proposed rule change, or institute specifically excepted by or exempted submissions. You should submit only proceedings to determine whether the from Rule 102. information that you wish to make proposed rule change should be Based on the representations and facts available publicly. disapproved. The 45th day for this filing presented in its Letter, we find that it is FOR FURTHER INFORMATION CONTACT: Julie is September 11, 2015. The Commission appropriate in the public interest and Z. Davis, Senior Special Counsel, at is extending this 45-day time period. consistent with the protection of (202) 551–3460, Office of Small The Commission finds it appropriate investors to grant a conditional Business Policy, Division of Corporation to designate a longer period within exemption from Rule 102 of Regulation Finance, Securities and Exchange which to take action on the proposed M to permit the Company to repurchase Commission, 100 F Street NE., rule change, so that it has sufficient time shares of its common stock under its Washington, DC 20549–3628. to consider this proposed rule change. Repurchase Program while the SUPPLEMENTARY INFORMATION: In Company is engaged in a distribution of Accordingly, the Commission, accordance with Section 10(a) of the shares of its common stock. In granting pursuant to section 19(b)(2) of the Act,5 Federal Advisory Committee Act, 5 this exemption, we considered the designates October 26, 2015, as the date U.S.C.-App. 1, and the regulations following representations and facts, by which the Commission should either among others: asabaliauskas on DSK5VPTVN1PROD with NOTICES thereunder, Keith Higgins, Designated approve or disapprove, or institute Federal Officer of the Committee, has • There is no trading market for the proceedings to determine whether to ordered publication of this notice. Company’s common stock; • The Company will terminate its Dated: September 2, 2015. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. Repurchase Program in the event a Brent J. Fields, secondary market for its common stock 3 See Securities Exchange Act Release No. 75497 Committee Management Officer. (July 21, 2015), 80 FR 45022. develops; [FR Doc. 2015–22533 Filed 9–4–15; 8:45 am] 4 15 U.S.C. 78s(b)(2). BILLING CODE 8011–01–P 5 15 U.S.C. 78s(b)(2). 6 17 CFR 200.30–3(a)(31). VerDate Sep<11>2014 17:18 Sep 04, 2015 Jkt 235001 PO 00000 Frm 00147 Fmt 4703 Sfmt 4703 E:\FR\FM\08SEN1.SGM 08SEN1

53906 Federal Register / Vol. 80, No. 173 / Tuesday, September 8, 2015 / Notices • Shares of the Company will be price directly and mechanically linked For the Commission, by the Division of offered on a continuous basis until the to NAV; and Trading and Markets, pursuant to delegated earlier of when the full amount of shares authority.2 • The terms of the Repurchase Robert W. Errett, registered under the registration Program, including the above statement have been sold and August 7, Deputy Secretary. methodology regarding the repurchase 2016, though the Company may decide price, will be fully disclosed in the [FR Doc. 2015–22492 Filed 9–4–15; 8:45 am] to extend the offering beyond this date Company’s prospectus. BILLING CODE P if Greenbacker Capital Management LLC, the Company’s advisor Conclusion (‘‘Advisor’’), determines, and the SECURITIES AND EXCHANGE Company’s board agrees, that the It is hereby ordered, pursuant to Rule COMMISSION maximum amount has not been met at 102(e) of Regulation M, that the [Release No. 34–75804; File No. SR–ISE the expiration date but the Advisor Company, based on the representations Gemini-2015–14] believes there is sufficient investor and the facts presented in its Letter (as interest or a need for additional capital supplemented by conversations with the Self-Regulatory Organizations; ISE to pursue an additional investment; staff of the Division of Trading and Gemini, LLC; Notice of Filing and • The Company represents that the Markets) and subject to the conditions Immediate Effectiveness of Proposed structure is similar to non-listed REITs; contained in this order, is exempt from Rule Change Adopting a Principles- • Net asset value (‘‘NAV’’) is the requirements of Rule 102 with Based Approach to Prohibit the Misuse computed based on the fair value of the respect to the Company’s Repurchase of Material, Non-public Information by Company’s assets, which is determined Program as described in its Letter. Market Makers by Deleting Rule 810 by the Advisor, on a quarterly basis in This exemptive relief is subject to the September 1, 2015. accordance with ASC 820; 1 following conditions: Pursuant to Section 19(b)(1) of the • The report prepared by the Advisor • The Company shall terminate its Securities Exchange Act of 1934 (the regarding its NAV determination and Repurchase Program during the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 methodology is reviewed and approved distribution of its common stock if a notice is hereby given that on August by the Company’s audit committee and secondary market for its common stock 31, 2015, ISE Gemini, LLC (the board of directors on a quarterly basis, develops. ‘‘Exchange’’ or the ‘‘ISE Gemini’’) filed reviewed by the Company’s with the Securities and Exchange independent auditors on a quarterly • The Company will repurchase shares of its common stock under its Commission the proposed rule change basis, and audited by the Company’s as described in Items I, II, and III below, independent auditors as part of its Repurchase Program at a price that does not exceed the then current public which Items have been prepared by the annual audit; self-regulatory organization. The • The Company disclosed in its offering price, a price directly and mechanically linked to NAV, of its Exchange has designated this proposal prospectus the original valuation as a ‘‘non-controversial’’ proposed rule methodology and will disclose in a common stock. change pursuant to Section 19(b)(3)(A) prospectus supplement any material This exemptive relief is subject to of the Act 3 and Rule 19b–4(f)(6)(iii) changes to the valuation methodology modification or revocation at any time thereunder,4 which renders it effective prior to implementation; the Commission determines that such upon filing with the Commission. The • The Company will repurchase action is necessary or appropriate in Commission is publishing this notice to shares of its common stock under its furtherance of the purposes of the solicit comments on the proposed rule Repurchase Program at a price that does Exchange Act. This exemption is based change from interested persons. not exceed the then current public on the facts presented and the offering price of its common stock; representations made in the Letter. Any I. Self-Regulatory Organization’s • The offering price for each class of different facts or representations may Statement of the Terms of Substance of shares consists of the NAV per share require a different response. In the event the Proposed Rule Change plus selling commissions and dealer that any material change occurs in the ISE Gemini proposes to adopt a manager fees, which are set at a fixed facts or representations in the Letter, the principles-based approach to prohibit percentage of the offering price Repurchase Program must be the misuse of material, non-public depending on the share class, and discontinued, pending presentation of information by market makers by organization and offering expenses, the facts for our consideration. In deleting Rule 810. The text of the which have been calculated as a addition, persons relying on this proposed rule change is available on the percentage of gross offering proceeds; exemption are directed to the anti-fraud Exchange’s Web site at www.ise.com, at • The method of calculating these and anti-manipulation provisions of the the principal office of the Exchange, and commissions and fees and their current federal securities laws, particularly at the Commission’s Public Reference values are set forth in the prospectus; Section 10(b) of the Exchange Act, and Room. • Because the Company will Rule 10b–5 thereunder. Responsibility II. Self-Regulatory Organization’s repurchase shares at a price equal to the for compliance with these and any other Statement of the Purpose of, and then-current offering price less the applicable provisions of the federal Statutory Basis for, the Proposed Rule selling commissions and dealer manager securities laws must rest with the asabaliauskas on DSK5VPTVN1PROD with NOTICES Change fees associated with such class of persons relying on this exemption. This shares, the Company will purchase at a order should not be considered a view In its filing with the Commission, the with respect to any other question that self-regulatory organization included 1 ASC 820, a widely accepted accounting the proposed transactions may raise, 2 17 CFR 200.30–3(a)(6). standard which defines fair value, establishes a including, but not limited to, the 1 15 framework for measuring fair value in accordance U.S.C. 78s(b)(1). adequacy of the disclosure concerning, 2 17 CFR 240.19b–4. with generally accepted accounting principles, and requires certain disclosures about fair value and the applicability of other federal or 3 15 U.S.C. 78s(b)(3)(A). measurements. state laws to, the proposed transactions. 4 17 CFR 240.19b–4(f)(6)(iii). VerDate Sep<11>2014 17:18 Sep 04, 2015 Jkt 235001 PO 00000 Frm 00148 Fmt 4703 Sfmt 4703 E:\FR\FM\08SEN1.SGM 08SEN1


Document Created: 2018-02-26 10:13:41
Document Modified: 2018-02-26 10:13:41
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 53905 
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