November 10, 2020

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Rule 3-10 and Certain Trust Preferred Securities
       Incoming letter dated November 9, 2020

The Division’s views are as follows.  Capitalized terms have the same meanings as defined in your letter.

Based on the facts presented, the Division will not recommend enforcement action to the Commission if issuers of the Trust Preferred Securities described in your letter continue to omit their separate financial statements following the effectiveness of the Commission’s recent amendments to Regulation S-X Rule 3-10 on January 4, 2021, as long as all the conditions set forth in your letter are satisfied.

This position is based on the representations made to the Division in your letter.  Any different facts or conditions might require the Division to reach a different conclusion.  Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.

Sincerely,

Michael Killoy
Attorney