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2630.1 Pre-Acquisition Summarized Financial Information - In certain circumstances, disclosure of pre-acquisition summarized financial information is required for recently-acquired affiliates whose securities are pledged as collateral if their historical financial information is not yet included in the consolidated financial statements of the registrant. S-X 13-02(a)(5) requires pre-acquisition summarized financial information of recently-acquired affiliates whose securities are pledged as collateral when a registrant has acquired a significant “business” after the date of its most recent balance sheet included in its consolidated financial statements, and that acquired business and/or one or more of its subsidiaries are affiliates whose securities are pledged as collateral. Pre-acquisition financial information of recently acquired affiliates is not required for acquisitions that occur before the date of the registrant’s most recent balance sheet included in the registrant’s financial statements. S-X 13-02(a)(5) only applies to a Securities Act registration statement filed in connection with the offer and sale of the collateralized securities.
The requirements of S-X 13-02(a)(5) are similar to the requirement to provide pre-acquisition summarized financial information of recently-acquired subsidiary issuers and guarantors specified in S-X 13-01(a)(5). See related guidance at Section 2530.2 - Significance Test and Section 2530.4 – Timing Considerations.
2630.2 Form and Content - The pre-acquisition summarized financial information follows the form and content prescribed in S-X 13-02(a)(4) required for existing affiliates whose securities are pledged as collateral. Not all entities that compose an acquired business may be affiliates whose securities collateralize securities registered or being registered. Accordingly, the required summarized financial information is only for those entities acquired that are pledged affiliates.
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