HSBC recognises investors preference for enhanced information on Use of Proceeds. Where possible, HSBC will provide further information and examples of eligible businesses and projects financed by an HSBC SDG Bond.
We plan to utilize net proceeds of this offering for the purposes set forth in Use of Proceeds. We will have broad discretion in determining specific expenditures. You will be entrusting your funds to our management, upon whose judgment you must depend, with limited information concerning the purposes to which the funds will ultimately be applied. We may not be successful in spending the proceeds of this offering in ways which increase our profitability or market value, or otherwise yield favorable returns.
Company Response: In response to the Staffs comment, the Company has revised the disclosure in footnote (4)on pages15 and50, footnote (1)on pages17 and52, and the second bullet on page45 to remove the reference to $30million, which is an assumption underlying a portion of the Companys use of proceeds. To clarify the various assumptions underlying the pro forma data related to its anticipated use of proceeds, the Company has provided additional disclosure on page43 and a cross reference to the new disclosure in each section where the Company presents pro forma use of proceeds data.
2.Please disclose the approximate amount of proceeds to be allocated for each purpose. See Item 504 of Regulation S-K. In light of the shift in focus to the POWERHOUSE 3.0 inroof solar shingle business, please describe your use of proceeds with greater specificity. Please disclose any changes in the allocation of proceeds if you raise varying levels of proceeds. In addition, we note the disclosure that you cannot specify all the particular uses of proceeds and retain broad discretion over the use of proceeds. The company may reserve the right to change the use of proceeds, provided that such reservation is due to certain contingencies that are discussed specifically and the alternatives to such use are indicated. See Instruction 7 to Item 504.
3. We note your response to comment 11 in our December 15, 2016 letter and your revised disclosure on page 19. However, we note that in several instances your disclosures do not agree to your disclosures under Use of Proceeds. As one example only, you disclose on page 19 that if the offer is fully subscribed you expect to open 40 stores at a cost of $9.3 million; however, your disclosure under Use of Proceeds shows that you expect to use $22.955 million for the acquisition, outfitting and operation of your headquarters and corporate stores with fixtures, equipment and demonstration vehicles. Please further revise your plan of operations for the 12 months following the commencement of the proposed offering to reflect the same categories of use of proceeds as found on page 17, and to clearly explain the dollar amount of each category that is expected to be used within the next 12 months as compared to the dollar amount that is expected to be used in future periods beyond 12 months. Please ensure your revised disclosure more clearly addresses how your plan of operations would differ if all of the securities being qualified are not sold. Please refer to Item 9(c) of Form 1-A.
Response: The Company acknowledges the Staffs comment and advises the Staff that it has revised the Use of Proceeds section to clarify the Companys intended use of proceeds. If additional use of proceeds are identified and included in the summary of investments table in the Use of Proceeds section, the Company undertakes to revise the information relating to its Initial Portfolio and to adjust its pro forma financial statements to include the new investments.
General 1. Rule 251(b)(3) provides that Form 1-A is not available for issuers of securities that are development stage companies that either have no specific business plan or purpose, or have indicated that their business plan is to merge with or acquire an unidentified company or companies. Your disclosure indicates that you are a development stage real estate company with a focus on high-end hotels. However, your disclosure shows that you had no assets as of December 31, 2016, other than cash of $3,868, no revenues, no operations and no contracts regarding your proposed business. Furthermore, your use of proceeds table does not indicate that you will use proceeds from the offering to acquire real estate, which it appears that you will need to implement your stated business plan, and you have no specific plans to obtain additional financing. Therefore, it is uncertain from your disclosure whether you will be able to implement your business plan based on the amount of your current cash position and your stated use of proceeds. Furthermore, it appears from your disclosure that the company lacks a specific plan of operations for the next 12 months.
4. We note that in your Use of Proceeds disclosure you list some broad categories of business activities you plan to fund from the use of proceeds. In an appropriate place in your Offering Circular please discuss in greater detail the business activities you will undertake based upon raising funds as outlined in the use of proceeds. Descriptions of these planned business activities should be accompanied by a discussion of how you will achieve your plans in enough detail so that investors can evaluate your business plan. Please include in this discussion the anticipated timing for the expenditures.
opinion, provide positive social or environmental benefits. In order to identify and invest in bonds that provide positive social or environmental benefits, the Adviser determines and assesses each bonds intended use of proceeds. The Adviser will generally view bonds that finance affordable housing, healthcare, municipal water & sewer, education, mass transit, not for profits and issuer designated green bonds as promoting positive social or environmental benefits. In addition to the uses of proceeds noted above, the Adviser may identify additional uses of bond proceeds that it believes will provide positive social or environmental benefits and may invest in such bonds as part of the Funds investment strategy. The use of proceeds determination for securities purchased by the Fund will be made at the time of purchase. If the use of proceeds of a security changes after the time of purchase so as to no longer provide positive social and/or environmental benefits, the Fund may continue to hold the security.
6.9Use of Proceeds. Borrower shall use the proceeds of the Loans to fund the acquisition costs of Collectibles for sale to retail investors by way of asset securitization transactions via the Borrower’s (or, prior to the Restructuring Date, Holdings’) platform, to refinance the Existing U90 Note, and to finance fees and expenses incurred in connection with this Agreement and the Closing Date transactions.