On May 3, 2019, the Securities and Exchange Commission (the “SEC”) issued a release proposing amendments to the requirements in Rule 3-05, Rule 3-14 and Article 11 of Regulation S-X and related rules and forms for financial statements relating to acquisitions and dispositions of businesses.1 The SEC also proposed new financial disclosure rules, including proposed Rule 6-11 of Regulation S-X, for acquisitions involving investment companies registered under the Investment Company Act and business development companies (collectively, “investment companies”). These proposals are the product of the SEC’s ongoing evaluation of disclosure requirements, including feedback received in response to the Request for Comment on the Effectiveness of Financial Disclosures About Entities Other Than the Registrant issued in 2015.2 The proposed amendments are intended to improve financial information provided to investors, facilitate timely access to capital, and reduce complexity and costs associated with preparing financial disclosures.
I. Amendments to Rule 3-05 and Other Related Rules
Rule 3-05 of Regulation S-X generally requires registrants to provide separate audited annual and unaudited interim pre-acquisition financial statements of any business, other than a real estate operation, acquired or to be acquired (“Rule 3-05 Financial Statements”). The reporting requirements, including the number of years of financial information that must be provided, depend on the relative significance of the acquisition to the registrant, which is measured using investment, asset and income tests provided in the “significant subsidiary” definition in Rule 1-02(w).