Certificate of Indebtedness: Unregistered w/SEC & State/Local Regulators - Essay Sample

Introduction

In this regard, there is the offering of the certificate of indebtedness to the potential and prospective buyers of the demand notes. It can, however, be understood that the document at hand has not passed through any registration under the dictates of the federal securities and the exchange commission, famously referred to as 'SEC.' Also, it has not passed through any form of the federal state or even the local authorities which are charged with the tasks of regulating the operations of various documents in the region as per the laws of the land. The document, however, is offered to the concerned parties in the transactions in respect to the exemptions which have been claimed by the terms and conditions of registration that have been provided and facilitated by the Federal, state, and local laws which apply in this case. Thus, the entry into a contract in the transactions of the involved components using the document is legally binding amongst the involved parties. It can, thus, be determined that the certificate of indebtedness at hand, as well as others of similar type, are projected to be: under normal conditions: to be payable only on demand, are exempted from any registration under the federal, state, or local laws, not as per the matter of negligence or disrespect of any available and applicable laws, but understandably by the application of the relevant procedures which make it acceptable and legally binding. The said procedures which make it valid documentation are held under the facilitation from the registration procedures stipulated in the exemption of registration that has been provided to the intrastate issuers of securities, we included. Such exemptions have also been provided to the Wisconsin cooperatives as per the dictates of the legally acceptable WSA 551.201(8).

Is your time best spent reading someone else’s essay? Get a 100% original essay FROM A CERTIFIED WRITER!

Order now

Further, it can be understood that there are the governing bodies which have not made any pronouncements concerning the exemption of the documentation at hand from any form of legally biding registration. They include the division of securities in Wisconsin, the Federal securities and exchange commission: also known as SEC, or even any available quarter that is responsible for the regulating the operations of the activities like the ones transacted using the documentation at hand. They have not dared make an independent determination concerning the absence of registration requirements. Finally, the certificates of indebtedness have never undergone the processes of examination for approval or disapproval from the division of securities in Wisconsin or even the Federal securities and exchange commission. Also, both the division of securities in Wisconsin, the Federal securities and exchange commission have never had to practice some form of examination of the document aimed at determining its adequacy or accuracy hence the fitness to be used in its specified functions. Thus, the disclosure statement at hand is working under the above conditions, where the misrepresentations in its transactions attract criminal tagging, which is then liable to face prosecutions and penalties.

Note: In this particular case, where there are the transactions involving the use of the disclosure statement at hand, any parties should involve to rely only on the provided information and thus act in their pursuit, failure to which can lead to the violation of the terms of service which have specifically been stipulated. There is also the information that has been incorporated by the document, which calls for the need to be adhered to. There is, however, the existence if the fact that the prospectus at hand does not stand in any position to serve as a solicitation to the concerned target parties who will be attracted to trade the securities involved. In a nutshell, it is, thus, not a form of a ploy to convince the prospective buyers of the securities to undertake the transactions without their wills and decisions, neither does it inform on the buying of any related items in the arena. There is, moreover, no offer to the trading of the securities in the states or locations within the country where the transactions are not provided for by the laws of the land. It will constitute a violation of the constitutional dictates which specify on the need to stick to the provided laws, contrary to which a penalty is attracted accordingly. It is advisable, however, that the disclosure statement at hand has the validity period, hence any interested party is called for to request for clarification where any difficulties or discrepancies are noted about the mismatch of the dating of any transactions involved. The failure to adhere to the specified transaction dates can result in the invalidity of the document.

In reference to the disclosure statement at hand, alongside the relevant documentation which are incorporated in the disclosure statement, and which are directed to the cooperation, the company, the we, ours, and us points of personalities are the involved parties are the Wisconsin cooperative, the ProVision partners, as well as all the other involved stakeholders in the transaction circle. Finally, there is the maintenance of the website, which serves to provide access to more information to parties wherever they are. It is named www.provisionpartners.coop. However, the information which is provided on the website does not form part of the prospectus at hand.

Special Note on the Forward-Looking Statements

At hand is the disclosure statement, which also has the statements which cumulatively make up the forward-looking statements. The forward-looking name statements have been coined and specified in the Securities Act of 1933 as well as the Securities Exchange of the year 1934 to mean the above statements. There are many ways in which forward-looking statements can be identified and recognized. They have special terms that make them stand out whenever presented. Thus, when one comes across the words such as 'will,' 'may,' 'should,' 'continue,' 'potential,' 'predict,' 'believe,' 'anticipate,' 'forecast,' 'plan,' 'expect,' and 'intend,' they constitute the forward-looking statements. It means that the behavior of the stated property which has been specified is only true where certain condition that will be undertaken in the future turns out to be true. Otherwise, it will not happen as specified. Therefore, there is a call for a certain action to be undertaken in the future, which has been dictated by the events which have happened or happened in the past, all of which are covered under the provisions of the laws involved. The statements tend to reveal the expectations of the concerned stakeholders to do certain things for harmony in the transactions to be obtained. The forward-looking statements also cover the negatives of the above-stated terminologies, where the events tend to be opposite. However, there are various risks involved in the forward-looking statements, as well as the uncertainties which have the potential of making the actual results to be different in the material perspective about the involved forward-looking statements. Hence, there can be the registration of the outcomes that are far much away from the expectations of the involved stakeholders due to the occurrences of the uncertainties and risks mentioned under the sub-topic ''Risk factors,'' as well as in other parts in the prospectus at hand. It is, advisably, wise to understand such risks and uncertainties to be factored in during the transactions since they will aid in understanding the circumstances that may befall the expectations of the involved stakeholders.

As a result of the existence of the risk factors which can potentially harm the occurrence of specified events is determined using the forward-looking statements, there shall no be the guarantee of the exact occurrence of the specified results in future, the achievements or performances, or even the levels of activity. There shall, therefore, no be the placement of the undue reliance of the events specified by any mentioned forward-looking statements.

Read the Attachments

As per our view, the potential and prospective buyers of the involved Certificate of Indebtedness should be able to read as well as review the Annual report to the members of belonging to the cooperative. Such a report has been attached, alongside being part of the disclosure statement at hand. It will aid in capturing the crucial information on the activities undertaken, as well as the historical information, that will go a long way in informing the decisions of the prospective buyers in dealing in the securities involved. The report is attached in the disclosure and is named as Exhibit A.

Terms of Financing and the Uses of Proceeds

There are the proceeds that shall be obtained in this offering. They form part of the organizational income. They will be collected and used to form part of the working capital in various activities of the entity. One of them is the financing of the accounts receivables as well as the inventories. Also, it shall be sued in the facilitation of various entity operations that form part of its day to day activities, hence meeting the operating costs. There are also the expenditures incurred by the organization in obtaining most of the materials needed. In such cases, there is the use of finances to acquire them. They aid in the formation of the long-term operating assets of the entity. Thus, part of such finances shall be used to serve as capital expenditures. In the historical perspective, ProVison has been able to use some short-term debts to meet the operating costs. Also, the short-term debts have been used in meeting the required financial working capital. The stated uses of short term debts have been undertaken in September to March every ear. Also, they have been undertaken in the periods of late summer and early fall when the gross revenues of the entity have not been adequate to meet the much-needed operating costs. There are various conventional sources of finances for the cooperative, which have and shall continue to be used in the sourcing of the finances required to cover its various expenditures. Such sources include the lenders composed of CHS Capital, the CoBank, and other financial institutions which lend their money out. However, only the lenders with which have terms and conditions that are favorable to the members of the cooperative shall be engaged. It will aid in ensuring that the objectives of the entity are attained and that the interest of the members is protected to the best way possible, alongside stabilizing the indefinite organizational operations. The certificate of indebtedness at hand is considered to be the win-win ground for both the cooperative and its constituent members. It has been designed and passed that the members, from now on, will be receiving higher rates of interest as a form of return from their investments, as opposed to the past periods where there was the use of certificates of deposit or even the traditional passbook savings. Currently, the entity is receiving more significantly lower interest rate financing from its sources as opposed to conventional financing. Such a move is poised to bring about the provision of higher rates of interest compared to the rates that are being paid by the cooperative on the certificates of indebtedness. It will, thus, aid in raising the income levels of the shareholders. For the case of the lender, CHS Capital, it is limiting our usage of the certificate of indebtedness to only $ Million.

Calculating Interest Rates

There is the yearly payment of interest rates on the certificates of indebtedness. In this regard, the interest rates are payable to the shareholders within the f...