The 2025 review

The staff’s letter of February 14, 2025 on the bond offering (File No. 024-12564) raised a single item, on page 54 of the circular: the mandatory dispute-resolution, arbitration and jury-waiver provisions. It asked the company to disclose their enforceability under federal and state law, whether they applied to federal securities claims and to purchasers in secondary transactions, the imbalance of resources and information such clauses can create, and to make clear that investors were not waiving the company’s compliance with the securities laws. It also reminded the company that after qualification it must file a Form 1-K within 120 days of year end. 1

The company’s February 19 response revised the circular and the bond agreement: securities-law claims are excluded from arbitration and from the jury waiver; the arbitration is JAMS, virtual or in Ventura, limited to the specific dispute, with no punitive damages or attorney’s fees; transfers require the company’s consent except as securities law permits; and a new risk factor says the provisions may raise costs, limit access to information, discourage claims, and are not always enforceable, and that the company would abide by any ruling against them. 2

On March 11 counsel requested qualification for 5:00 p.m. Eastern on March 13, 2025, with the standard acknowledgments that qualification does not relieve the company of responsibility for its disclosures. Qualified March 13. 3

The 2023 review

The offering statement for common stock was filed July 20, 2023, drew a staff letter July 28, was amended August 24, answered September 13, and was qualified September 15, 2023. The letter and response are linked on the filings page and will be summarized here.