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Ashok Leyland & Dana Corporation

International Financial Management
Different methods of raising funds (including, ADR/GDR, ECBs and LBO) to acquire a foreign company are studied in this project work.

Introduction
For the International Financial management course, we as a group have chosen Ashok Leyland as the acquiring company and Dana Corporation as the target company. We believe because of the recent trends in the automotive industry, Ashok Leyland can do an effective vertical integration to improve its business. Ashok Leyland1 Ashok Leyland is the second largest commercial vehicles manufacturer in India. It has it headquarters in Chennai, India. It sells about 60,000 vehicles and about 7,000 engines annually. They are owned by the Hinduja group. They have joint ventures with companies like Nissan (Nissan Ashok Leyland). There revenues for the 2008-09 period was about $1.4 billion and the market cap is around $1.5 billion. Dana Corporation2 Dana Corporation is a US auto parts and systems company. It has around 35,000 employees. It recently emerged from Chapter 11 Bankrupty (Feb 2008). Its key products include axles, driveshafts, frames and sealing & thermal management products. Valuation Current Market Capitalization of Dana Corporation: $1.4 billion. 20% premium, $1.7 billion Debt: $1.18 billion

We have considered different ways of raising the funds required for acquiring Dana Corporation. We have analysed it in the following sections.

1 2

http://en.wikipedia.org/wiki/Ashok_Leyland http://en.wikipedia.org/wiki/Dana_Corp.

Funding through issue of ADR

The Market Capitalisation of DANA Holding Corporation as on 22nd January 2010 is 1.42 billion dollars. Hence with a premium of 20% on this value we believe that Ashok Leyland needs to pay a sum of 1.704 billion dollars. Converting to Indian rupee Ashok Leyland needs to raise a sum of 7867.37 crores rupees for a total equity control over DANA Holding Corporation. (Exchange rate 1$ = 46.17 Rs.). If Ashok Leyland wishes to have a 51% stake in DANA Holding Corporation it would require about Rs. 3934 crores. Moreover DANA also has a debt of 1.2 billion USD. The book value of debt is 2.999 billion USD as on 30th September 2009. The debt equity ratio of DANA Holding Corporation would thus be 1.764. We also see that Ashok Leyland had a total net worth of Rs. 3474 crores as on March 2009. The market capitalisation of Ashok Leyland was Rs. 6977.62 crores as on 22nd January 2010. The owners stake in the company is 51% as given in the companys annual report in March 2009. The debt equity ratio of Ashok Leyland is 0.93 as on March 2009. Level 1 ADR In a level 1 ADR no fresh capital comes to the company .Hence in this case ADR the promoters of Ashok Leyland will have to divest part of their stake in the company. If the promoters wish to divest 15% of their stake and try to raise funds, Ashok Leyland can expect to raise an amount up to Rs. 1050 crores assuming they get the same value in U.S. OTC trading as they would get by selling their stake in Indian markets. In this case Ashok Leyland need not register itself at Securities and Exchange Commission (SEC) and can follow the Indian GAAP as its accounting standard. The costs are also minimal at $25,000. However Level 1 ADRs are not yet allowed for Indian Companies by the Indian Government. Hence this scenario is hypothetical and can be applicable only after the Government approves Level 1 ADR. Level 2 ADR In Level 2 ADR again no fresh capital comes to the company. However the difference between Level 1 and Level 2 ADR is that the company is listed in any U.S. exchange and ADRs are traded through these exchanges as against the OTC trading in Level 1 ADR. . The procedure for listing in NYSE and NASDAQ is shown in the next section. The company

needs to be registered under SEC and has to follow U.S. GAAP. The cost incurred is also higher as compared to Level 1 ADR (in the range of $200,000 to $ 700,000). Even this method is a hypothetical scenario as Indian companies are not permitted to trade in Level 2 ADRs Level 3 ADRs Here the company is allowed to get fresh capital through public offering of ADRs from exchanges. The company ie. Ashok Leyland will have to be registered with SEC and has to follow U.S. GAAP as its accounting standards. Ashok Leyland has exports of 863 crores in the financial year 2009. Hence Ashok Leyland can raise an amount up to Rs. 8630 crores through the issue of Level 3 ADRs as it can acquire 100% of shares of DANA holding Corporation since the company is in the same area of core activity as Ashok Leyland. Procedure for issue Ashok Leyland will have to work out the ratio of shares in per ADR in consultation with its lead manager. Ashok Leyland would then issue its rupee denominated shares in the name of an Overseas Depositary bank like J.P.Morgan, Bank of New York, Citibank etc and these shares are kept under the custody of a domestic bank in India which is the custodian bank. Based on the ratio worked out the depository bank would then issue ADR to the U.S. investors. Pricing the ADR The ADR should not be priced lower than the higher of the following two averages 1. The average of the weekly high and low of the closing prices of Ashok Leyland quoted on the BSE/NSE during the six months preceding the issue date 2. The average of the weekly high and low of the closing prices of Ashok Leyland quoted on BSE/NSE during the two weeks preceding the issue date. Statutory requirements For issuing a level 3 ADR Ashok Leyland is required to submit full details of the issue in a form within 30 days from the date of issue. Ashok Leyland is also required to furnish a quarterly return to the RBI within 15 days of the close of the calendar quarter.

The details required in the form are 1. Name of the company 2. Address of the company 3. Address for correspondence 4. Existing business 5. Details of the purpose for which ADR is issued 6. Name and address of the depository board 7. Name and Address of lead manager/Investment banker, Sub managers to the issue, Indian custodians. 8. Details of FIPB approval 9. Details of sector specific caps if any 10. Details of Equity capital 11. Number of ADRs issued 12. Ratio of ADR to underlying shares 13. Issue related expenses 14. Details of funds are kept abroad. 15. Details of listing arrangement, Name of stock exchange, Date of commencement of trading 16. Date of launch of ADR 17. Amount raised (in US$) 18. Amount repatriated (in US$) A two way fungibility is also present in Level 3 ADR where the ADRs can be converted to Underlying shares and vice versa by investors. The entire Level 3 issue would cost Ashok Leyland a sum of $250,000 to $500,000.

Registration with Security and exchange Commission (SEC) For registration with SEC Ashok Leyland needs to furnish the following information to SEC in its form: 1. Description of Ashok Leylands properties and businesses 2. Description of securities offered for sale (ADR in this case) 3. Information about Ashok Leylands management 4. Financial statements certified by independent accountants In addition to this Ashok Leyland also needs to make a disclosure about acquiring complete stake in DANA Holding Corporation as a compliance requirement. Listing in New York Stock exchange (NYSE) For listing in the New York Stock exchange Ashok Leyland has to satisfy the distribution and financial criteria in either of the two standards 1. Domestic and 2. Worldwide For Ashok Leyland it is more suitable for the company to follow the worldwide standards as the domestic standards are more stringent and are mostly applicable for Non U.S. companies listed in some other exchange in U.S. The standards to be followed are as follows 1. Distribution: Ashok Leyland should have 5000 Round lot holders (share holders with lots of 100) worldwide Public shares worldwide 2.5 MM Public market value of $100 MM worldwide

2. Financials: Earnings: The aggregate pre- tax income should be $100 MM for the past 3 years and Minimum pre-tax income of $25 MM in the last two years OR The valuation of Ashok Leyland with cash flow test should be as follows: a) Global Market capitalization at least $500 MM b) Revenues in the last 12 months: at least $100MM c) Aggregate cash flow for last 3 years: at least $100 MM d) Minimum cash flow for the last 2 years: $25 MM The valuation of Ashok Leyland with pure valuation test should be as follows a) Global Market capitalization at least $750 MM b) Revenues in the last fiscal year: at least $75MM We see that Ashok Leyland has 524 MM public traded shares as on 31st March 2009 and a market value of $1500 MM. We also see that the average pre tax income over the last 3 years is about $105 MM. Ashok Leyland also has a pre tax income of $43 MM in the year 2009 and $128 MM in the year 2008. Hence we see that Ashok Leyland is eligible to be listed in NYSE. In case of ADR we see that if Ashok Leyland acquires DANA Holding Corporation completely through the ADR route it will have to raise an additional equity of Rs. 7867.37 crores. Thus the total market value of equity for Ashok Leyland becomes 6977.62+7867.37 = Rs. 14845 crores. Earlier the Owners stake was 51% of Rs. 6977.62 crores ie.Rs.3558.59 crores. Hence in the total equity the holding of the promoters will become (3558.59/14845) 23.97%. Thus we see that the owners equity reduces from 51% to 23.97%. The promoters cannot afford this decrease as they will lose their controlling stake.

Funding through GDRs

It is way of issuing shares of foreign company mostly to raise capital in US dollar or Euro. It generally is a certificate issued in more than one country. The certificates are generally held by an investment bank and trade as though they are shares of domestic company. They are available for sale by many branches of the investment bank in other countries too. To simply state it, 'Global Depository Receipt' (GDR) means a security issued by a bank or a depository outside India against underlying rupee shares of a company incorporated in India. The following are the guidelines for GDR issue Ashok Leyland cannot raise more than 100% of its net worth stated on the last audited balance sheet. Ashok Leyland planning to take government approval to acquire Dana Holding Corporation should have a consistent tract record of good performance in minimum last three financial years. Ashok Leyland can make direct investment in any foreign security out of the proceeds of GDR provided that GDR issue has been made in accordance with the Scheme for issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme 1993 and the guidelines issued there under from time to time by the Central Government. Out of the proceeds of GDR, Ashok Leyland can make direct investment in any foreign security provided that it files with the designated authorized dealer in form ODA full details of the investment proposed. Ashok Leyland can exchange shares of Dana Holding Corporation with GDRs issued by Ashok Leyland. This is possible only if it is issued in accordance with the scheme for issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993. Also, Ashok Leyland should issue the GDR previously before the exchange happens and it should be listed in any stock exchange outside India. The clause also states that it should not exceed amount equal to 10 times export earnings of Ashok Leyland during the last financial year.

Ashok Leyland can exchange shares of Dana Holding Corporation with GDRs issued by Ashok Leyland within 30 days from the date of issue of GDRs in exchange for acquisition of shares of the foreign company under sub-regulation (1), Ashok Leyland is supposed to submit a report in form ODG to the Reserve Bank.

If Ashok Leyland has issued GDRs, it is allowed to acquire shares of Dana Holding Corporation as it is in the same area of operations.

It is better that Ashok Leyland raise fund by issuing GDR because it is less expensive than ADR and is less time consuming especially if it is issued on London and Luxemburg stock exchange. To calculate the net worth of Ashok Leyland for pricing of GDR issues, the share price of Ashok Leyland should be taken as the higher of the following two averages: Average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the six months preceding the relevant date.(Rs 53.4 for Ashok Leyland ltd) Average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange during the two weeks preceding the relevant date.(Rs 42.3 for Ashok Leyland ltd) Hence Rs 53.4 to be used for all pricing purposes. The relevant date means the date thirty days prior to the date on which the general body of shareholders to consider the issue of FCCB. The number of equity shares issued of Ashok Leyland are 150,00,00,000. Thus the net worth of Ashok Leyland is Rs 80.1 billion. When it is converted to US dollars it will be $ 1.73 billion. To acquire Dana Holding Corporation it has to raise $ 1.7 billion. This is less than the net worth of Ashok Leyland, thus they are able to fulfill this clause. The export of Ashok Leyland of last financial year was Rs 8620 million. To convert this to US dollars the exchange ratio of 1 USD = Rs 46.17 was used. This gives the total export as US $ 186 million. Ashok Leyland can exchange GDR with shares of Dana Holding Corporation upto 10 times export earnings. Thus, they are able to fulfill this clause as they need only $ 1.7 billion whereas they can raise $ 1.86 billion.

The problem with issuing GDR is that the promoters of Ashok Leyland will dilute their shareholding, making it unfavorable to the promoters.

Fund raising through Share Swaps

Share Swaps in regards to mergers and acquisition is when an acquiring company uses its own stocks to pay for the acquired company. Regulations concerning share swaps Direct investment outside India in a Joint venture or a Wholly owned subsidiary (JV/WOS) by way of share swap arrangement can be made under the automatic route provided the valuation norms prescribed i.e. valuation of the shares is done by a category I Merchant Banker registered with the Securities and Exchange Board of India (SEBI) or an Investment Banker/Merchant Banker outside India registered with the appropriate Regulatory Authority in the host country, are satisfied. Investors may also please note that all share swap transactions require prior approval of the Foreign Investment Promotion Board (FIPB) for the inward leg of the investment. Reference: fema.rbi.org.in. The shares offered in such cash-less exchanges could be of another company within the group that is not party to the deal, Valuation Ashok Leyland acquiring DANA Holding Facts and figures Share prices of Ashok Leyland Ltd as on 22nd Jan- INR 52.45 EPS : 1.43 P/E ratio : 36.73 Number of shares outstanding: 1330299333 Total market capitalization : INR 69774200000

DANA Holding DANA Holdings share price : USD 10.14 No of outstanding shares: 140039448 Current market capitalization: $1.42 billion Premium of 0.5% (per share) added towards goodwill: USD 10.19 (exercise price) Exchange rate: INR/USD = 46.17 The exercise value of DANA holding after adding premium of 0.5% per share on market value is INR470.5 For a 100% takeover, in order to buy all the promoter shares, the Swap ration must be 1:9 or 0.111. Hence for every 1 share of DANA, Ashok Leyland has to give 9 shares of its own. Hence the number of shares Ashok Leyland will give to DANA under this share swap is 1260355030. Which is a 95% of its total number of outstanding shares. Implications Brings about a major change in the owner ship structure. Hence this route is not feasible. Concerns Opportunity of Arbitrage Insider Trading

Foreign currency convertible bonds

According to Department of Industrial Policy and Promotion ,Ministry of Commerce and Industry ,Government of India FCCB means bonds issued in accordance with the Foreign Currency Convertible Bonds and ordinary shares (through depository receipt mechanism) Scheme 1993 and subscribed by non-resident in foreign currency and convertible with ordinary shares of the issuing company in any manner, either in whole, or in part, on the basis of any equity related warrants attached to debt instruments. In simple terms, FCCB s are hybrid securities issued in a currency different than the issuers companies domestic currency with an option to convert them in to common shares of the issuer company. It is an instrument to raise foreign currency funds at attractive rate. FCCB enables the holder to receive regular coupon and principal payments and is also gives the bondholder an option to convert the bond into stock. FCCB can also be a zero coupon where in it is issued at a discount. The rate of conversion to equity is fixed at the time of issuing and hence it is generally 30- 50% above the market price at the time of issuing. FCCBs can be issued by Indian companies in the overseas market in accordance with Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993. Because of the convertible feature of FCCB, it is considered to be a foreign direct investment and hence all the rules and regulations applicable to FDI are applicable to FCCBs. Some sectors have a cap on the maximum percentage of in India and some of the sectors like atomic energy, gambling and betting, lottery and retail (other than single brand retailing). Ashok Leyland is in the commercial vehicles space and hence there are no restrictions for FDI. Ashok Leyland can have 100% FDI. The route is automatic which means the company need not go through the FIPB (Foreign investment promotion board) for approval. There is a limit of US $500 million for a financial year for FCCB s. Also, the investing company (institutional buyers of the FCCB) would have to seek approval from FIPB.

Minimum Average Maturity for FCCB can be 3 years for borrowing of up to US$ 20 million and 5 years in case the borrowing exceeds US$ 20 Million. The maximum all in all cost to be incurred on FCCB cannot exceed following limits: Average Maturity period of 3-5 years- 200 bps over 6 month LIBOR Average Maturity exceeding 5 years - 350 bps for over 5 years LIBOR.

The pricing of GDR and FCCB issues should be made at a price not less than the higher of the following two averages: Average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the six months preceding the relevant date.(Rs 53.4 for Ashok Leyland ltd) Average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange during the two weeks preceding the relevant date.(Rs 42.3 for Ashok Leyland ltd) Hence Rs 53.4 to be used for all pricing purposes. The relevant date means the date thirty days prior to the date on which the general body of shareholders to consider the issue of FCCB. After the amount has been raised through FCCB the total amount raised, names of non resident investors and the amount invested by them and details about the non residents Indian investors needs to be indicated to the RBI. Ashok Leyland ltd needs US$ 1.7 billion for the acquisition of Dana. This amount is higher than US$0.5 billion. Hence FCCB as a standalone instrument cannot be used for acquisition of Dana.

Funding through ECBs

ECB refer to commercial loans [in the form of bank loans, buyers credit, suppliers credit, securitized instruments (e.g. floating rate notes and fixed rate bonds)] availed from official export credit agencies and commercial borrowings from the private sector window of Multilateral Financial Institutions such as International Finance Corporation (Washington), ADB, AFIC, CDC, etc. ECBs are being permitted by the Government as a source of finance for Indian Corporate for expansion of existing capacity as well as for fresh investment. The cost of funds in the Indian Market has been relatively higher than International Market and there is a growing tendency for Indian Business Houses to raise funds from International Markets. Such financing is arranged for reputed corporate houses on prevalent rates of interest. The interest rates are fixed in terms of Basic rate of LIBOR plus other charges. The Registered Foreign Financial Institutions interested in lending funds to Indian Business Houses can earn handsome interest from Indian Markets. Demand for E.C.B is rising rapidly in this market and the Govt. Rules have also been relaxed to certain extent. General Guidelines As per the RBI guidelines, ECB proceeds can be utilized for overseas direct investment in Joint Ventures (JV)/Wholly Owned Subsidiaries (WOS) subject to the existing guidelines on Indian Direct Investment in JV/WOS abroad. The various norms applicable for ECBs are eligible borrowers, recognized lenders, amount and maturity, end-use stipulations, etc. ECBs are denominated in Rupees and the rupee interest rate will be based on the swap equivalent of London Interbank offered Rate (LIBOR) plus the spread permissible for ECBs of corresponding maturity. Indian companies have been granted general permission for conversion of External Commercial Borrowings (ECB) in convertible foreign currency due for payment/repayment into shares/preference shares, subject to a few conditions and reporting requirements.

ECB can be accessed under two routes, viz. Automatic Route Approval Route

1. Eligible borrowers a. Corporates registered under the Companies Act except financial intermediaries (such as banks, financial institutions (FIs), housing finance companies and NBFCs) are eligible.

2. Recognized Lenders a. Borrowers can raise ECB from internationally recognized sources such as i. international banks ii. international capital markets iii. multilateral financial institutions (such as IFC, ADB, CDC etc.,) iv. export credit agencies, (v) suppliers of equipment v. foreign collaborators, and vi. foreign equity holders 3. Amount and Maturity a. ECB up to USD 20 million or equivalent with minimum average maturity of three years b. ECB above USD 20 million and up to USD 500 million or equivalent with minimum average maturity of five years

c. The maximum amount of ECB which can be raised by a corporate is USD 500 million during a financial year. d. ECB up to USD 20 million can have call/put option provided the minimum average maturity of 3 years is complied before exercising call/put option.

4. All-in-cost ceilings All-in-cost includes rate of interest, other fees and expenses in

foreign currency except commitment fee, pre-payment fee, and fees payable in Indian Rupees. Moreover, the payment of withholding tax in Indian Rupees is excluded for calculating the all-in-cost. The all-in-cost ceilings for ECB are indicated from time to time. The following ceilings are valid till reviewed. Average Maturity Period Three years and up to five years More than five years All-in-cost Ceilings over 6 month LIBOR* 300 basis points 500 basis points

* for the respective currency of borrowing or applicable benchmark

5. End-use
a. ECB proceeds can be utilized for overseas direct investment in Joint Ventures

(JV)/Wholly Owned Subsidiaries (WOS) subject to the existing guidelines on Indian Direct Investment in JV/WOS abroad.

6. Parking of ECB proceeds overseas The funds should be invested in such a way that the investments can be liquidated as and when funds are required by the borrower in India. 7. Procedure a. Borrower may enter into loan agreement complying with ECB guidelines with recognized lender for raising ECB under Automatic Route without prior approval of RBI. The borrower may note to comply with the reporting

arrangement under paragraph 1(C)(i). The primary responsibility to ensure that ECB raised/utilized are in conformity with the ECB guidelines and the Reserve Bank regulations/directions/circulars is that of the concerned borrower and any contravention of the ECB guidelines will be viewed seriously and may invite penal action. The designated AD is also required to ensure that raising/utilization of ECB is in compliance with ECB guidelines at the time of certification.

Implications of ECBs The debt equity ratio of Ashok Leyland will be adversely affected if it opts to source its entire funds through ECBs. Ashok Leyland may opt for ECB to meet some portion of the requisite funds while sourcing the major portion of the funds through other means.

Leveraged Buyout (LBO)

Dana, which emerged from Chapter 11 bankruptcy in Feb 2008, has a market capitalization of $1.4 billion currently. Assuming 20% over this for taking over, we need funds of $1.7 billion. Special Purpose Vehicles are the safest route for LBOs for the acquiring company, since the liabilities are limited to the SPV. Existing Debt:Equity (1181:2014) = 0.5864:1 Debt: Fixed Assets = 0.65 Valuation: Debt+Equity: 1.18+1.7=$2.88 billion Ashok Leyland: Market Cap: ~$1.4 billion, D:E (435:7713) = 0.5638:1 D:Fixed Assets=0.5 Required capital: $2.7 billion Summary 1. Create ALey, Inc. (Incorporated in USA) SPV
3 Conversion rate: Rs 45 = $1

2. Owner's Equity: $175million 3. ADR/GDR: $600 million 4. Total Equity: $775 million 5. Debt: $2000 million
Ashok Leyland/Hinduja Group ALey, Inc (incorporated in USA) Additional debt: ~0.82 GDR in AIM (Europe), $0.78m Funds for take over: $2.7 billion

Existing debt: ~1.18 billion

Dana Corporation

An US company taking over another US company has lower regulatory issues. Therefore, it is easier to create an SPV which is incorporated in the USA. Ashok Leyland contributes $175 million as equity capital to this SPV. Routes Route for ADR/GDR Share Premium: $2.43 for every $1 share value. The GDR is issued in London Stock Exchange (AIM). This is because Ashok Leyland has issued GDRs in the UK market in 1995 (for $115 million) and is considerably well known in that market. So, we believe it will be able to get a better premium and subscription in the UK market than in any other international market. The SPV raises about $600million via this route. Route for Debt SPV gets debt at marginally higher rates from banks in international markets (especially from banks in JAPAN) which look for investments in USA. This debt would be looked at as high risk and high gain from the banks perspective. The banks could be convinced into transfer the

existing loans to the SPV, thereby reducing the additional (~900 million) debt required for the takeover. Post Transaction Owner's Equity Ashok Leyland/Hinduja Group: $175 million(50%) Public/Others: $175 million (50%) Share Premium: $425 million Total Equity: $600 million Debt: $2000 million (Original: $1180 million) Debt:Equity: 2.5:1 Debt:Fixed Assets: 1.09 Repaying debt and merger The debt can be repaid in the faster pace and the SPV can be merged with the parent company. The GDRs can be then converted to equivalent value of Ashok Leyland GDRs.

Conclusion
We suggest going with LBO method, considering the legal & regulatory frameworks of the countries, the share holding pattern, debt equity ratio and the possibility of raising the required funds from the different methods. The other methods tend to decrease the shareholding of the promoters to below 51% which would mean the Hinduja group would loose its controlling stake. This might not be acceptable to the Hinduja group. The debt if taken by Ashok Leyland Ltd, would actually increase the leverage of the company which would again decrease the borrowing capacity of the company for future expansion. LBO is the most feasible option for Ashok Leyland.

References: 1. http://rbidocs.rbi.org.in/rdocs/notification/PDFs/22MCFDI20090701_F.pdf 2. http://www.psalegal.com/pdf/oct2005_newsletter.pdf

3. www.sebi.gov.in 4. http://www.rbi.org.in/Scripts/BS_FemaNotifications.aspx?Id=2126 5. http://www.rbi.org.in/SCRIPTs/FAQView.aspx?Id=32 6. http://www.indiamarkets.com/imo/finanavenues/Tree2/html/2t17.html 7. http://www.rbi.org.in/scripts/BS_PressReleaseDisplay.aspx?prid=2297 8. http://www.nyse.com/regulation/nyse/1147474807398.html 9. http://economictimes.indiatimes.com/tv/expert-views/Experts-view-on-themarket-fundamentals/videoshow/5487293.cms 10. www.sec.gov