Fitch, Inc.
Headnote
NP 11-205 Process for Designation of Credit Rating Organizations in Multiple Jurisdictions -- Application to be designated as a designated rating organization for the purposes of Canadian securities laws -- Filer has filed all documentation required under Part 2 of National Instrument 25-101 Designated Rating Organizations -- Filer is in compliance in all material respects with U.S. federal securities law applicable to an NRSRO -- Upon being designated, the Filer will be subject to the requirements set out in the Legislation and the securities legislation in each of the Passport Jurisdictions, except as contemplated by section of the Decision -- Designation granted subject to conditions -- The designation order provides a six month transition for the Filer to be fully compliant with NI 25-101.
Applicable Legislative Provisions
Securities Act (Ontario), R.S.O. 1990, c. S.5. as am., s. 22.
National Instrument 25-101 Designated Rating Organizations, ss. 6, 15.
April 30, 2012
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
THE PROCESS FOR DESIGNATION OF
CREDIT RATING ORGANIZATIONS
IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
FITCH, INC.
(the Filer)
DESIGNATION ORDER
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer be designated as a Designated Rating Organization (the Designation Order), as contemplated by National Instrument 25-101 Designated Rating Organizations (NI 25-101).
Under the Process for Designation of Credit Rating Organizations in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (the Commission) is the principal regulator for this application; and
(b) the Filer has provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Manitoba, Québec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories, Yukon and Nunavut (the Passport Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions, MI 11-102 or NI 25-101 have the same meanings in this decision, unless otherwise defined herein.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a Delaware corporation with its registered office at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, State of Delaware and its principal office located at One State Street Plaza, New York, NY, USA.
2. The Filer provides credit rating opinions, research and risk analysis to a broad range of financial institutions, corporate entities, government bodies and various structured finance product groups in North America, Europe, Africa, Australasia and South America.
3. The Filer is a wholly-owned subsidiary of Fitch Group, Inc., a Delaware corporation that is owned 50% each by Fimalac S.A. and Hearst Corporation. Currently, the Filer, together with its affiliates, rates more than 325,000 different companies and single-purpose vehicles that issue commercial paper, term debt and preferred shares in the global capital markets.
4. On April 20, 2012, NI 25-101 came into force in the Jurisdiction and in each Passport Jurisdiction.
5. The Filer is in compliance in all material respects with the securities legislation applicable to credit rating organizations in each jurisdiction in Canada, other than NI 25-101, and in any other jurisdiction in which the Filer or its affiliates operate.
6. The Filer has filed all documentation required under Part 2 of NI 25-101.
7. The Filer is in compliance in all material respects with U.S. federal securities law applicable to a nationally recognized statistical rating organization (NRSRO). For further disclosure, see the Filer's Form NRSRO filed with the SEC for the year ended December 31, 2011 available on the Filer's website.
8. The Filer has considered the implications of NI 25-101 and concluded that, subject to further discussion with the Commission's staff, it may need to amend and implement some of its policies, guidelines and practices in order to be fully compliant with NI 25-101. To provide for such discussion and achieve compliance with each of the US, European and Canadian regimes which may apply to ratings issued by the Filer, a transition period is required to allow the Filer to become fully compliant with NI 25-101.
9. Upon being designated as a Designated Rating Organization, the Filer will be subject to the requirements set out in the Legislation and the securities legislation in each of the Passport Jurisdictions, except as contemplated by section 1 of the Decision below.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that:
1. the Filer is designated as a Designated Rating Organization under the Legislation and is exempt from the application of NI 25-101 for the term of this Designation Order (as determined pursuant to section 2 below), provided that:
(a) the Filer is in compliance in all material respects with U.S. federal securities law applicable to NRSROs and their credit rating affiliates, as stated in paragraph 7 of the representations to this Designation Order;
(b) the Filer files with the Commission copies of all documents the NRSRO is required to provide under the 1934 Act, at the same time as, or as soon as practicable after, the NRSRO provides those documents to the SEC, subject in all cases to satisfactory resolution, prior to filing of such documents, of any issues regarding confidentiality of materials filed with the SEC on a confidential basis; and
2. for each jurisdiction of Canada, this Designation Order will terminate on the earlier of:
(a) the date of the coming into force of any designation order or ruling under the securities legislation of any jurisdiction of Canada that amends this Designation Order or provides an alternate designation order pursuant to NI 25-101; and
(b) October 31, 2012.