Form 3420-0018 Sponsor Disclosure Report

Sponsor Disclosure Report

OPIC Form 129- 2012-Ver

Sponsor Disclosure Report

OMB: 3420-0018

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OVERSEAS PRIVATE INVESTMENT CORPORATION


SPONSOR DISCLOSURE REPORT


OPIC Form 129

OMB 3420-0018

Expiration: _______


Note: This form requests information from potential OPIC clients that is required by OPIC’s governing legislation - the Foreign Assistance Act (FAA) of 1961, Title IV, as amended - to assist OPIC in determining whether a project and its sponsor(s) meet eligibility criteria for OPIC financing, specifically with regard to the soundness of the project, the qualifications of the sponsor(s), creditworthiness, effects, and legislative and regulatory compliance. Complete responses to the questions are required on this form to apply for OPIC support per the FAA.


Information provided to OPIC in this document must be accurate as of the date of execution of this document. In addition to other rights and remedies available to OPIC, misrepresentations or failure to disclose relevant information may result in criminal prosecution pursuant to 22 USC 2197(n), as well as a default or termination if a commitment is issued. Acknowledgement of this form does not imply that the project or the project sponsor is eligible for financing or that a commitment will be issued.


Client information contained in this form will be deemed designated as confidential commercial information in accordance with OPIC's Freedom of Information Act (FOIA) regulations (22 CFR 706), and will be treated as confidential commercial information to the extent permitted by applicable law. As a federal agency, OPIC may not collect, or sponsor the collection of, information unless it displays a valid OMB Control Number with an expiration date that has not expired. Information in Form SF-LLL will be reported to Congress and available for public inspection.


Paperwork Reduction Act Notice: This information is required to obtain benefits. The public reporting burden for this collection of information is estimated to average three hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspects of this collection of information, including suggestions for reducing this burden, to Essie Bryant, Agency Clearance Officer, Overseas Private Investment Corporation, 1100 New York Avenue, NW, Washington, D.C. 20527; and Wendy Liberante, Regulatory Affairs, Office of Management and Budget, New Executive Office Building, Room 10202, Washington, D.C. 20503.


Click here to View/Print Form 129 Detailed Instruction Sheet


Please click “Next” after reading the information above.


NEXT


SPONSOR SUMMARY INFORMATION


Full Legal Name of the Project Sponsor submitting this report:

Name of the authorized representative submitting this report on behalf of the Project Sponsor (if the Project Sponsor is not an individual):

Contact Information for authorized representative– insert fields for physical address, phone, fax and email address

Name of the Project Company/Borrower or Project (if the Project Company/Borrower does not yet exist) –

[Pre-populate with the name of the Project Company/Borrower/Project]


If the Project Company/Borrower/Project listed above is not the one for which you intended to complete a Sponsor Disclosure Report, please click here: (insert button)

What is the relationship between the Person submitting this report and the Project? (check all that apply)



Ultimate, beneficial owner of 5% or more of the Project Company/Borrower

Will provide credit support to the Project

Bears a significant managerial relationship to the Project


What type of entity is the Person submitting this report? (check only one)



Individual

Corporation, Limited Liability Company, or Company

Partnership

Trust, Business Association or other entity


NEXT



If the user has chosen “Individual” as the entity type on the first screen, then the following questions should come up:


Identification Information for Individuals

Full Legal Name – this should pre-populate from the previous Screen

Nicknames or Aliases (if applicable):

Maiden Name and Married Name(s) (if applicable):

Date of Birth; Place of Birth

Please list all addresses where this individual resides and has resided over the course of the ten years immediately preceding the date hereof (for locations in the United States, include all states, territories, possessions, and the District of Columbia), beginning with place of current residence:

Answer all of the following with respect to this individual:


Never resided in the United States.

Currently resides in the United States at the most recent Address indicated above.

Last resided in the United States at the following Address:

Is the Project Sponsor doing business as a sole proprietorship? Yes No


(If the user answers “yes,” three text boxes should coming up asking for: trade (DBA) name, jurisdiction of registration (if any), and registration number (if any))

Country of citizenship - Insert a drop-down menu. Allow them to enter more than one country for dual citizenship.


If the user chooses “U.S.” citizenship in the drop-down, boxes that ask for 1) driver’s license number and state of issuance and 2) social security number should come up.


If the user chooses something other than “U.S.” citizenship in the drop-down, a box asking for passport number or equivalent should come up.


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If the user has chosen “Corporation, Limited Liability Company or Company” as the entity type on the first screen, then the following questions should come up:


IDENTIFICATION INFORMATION FOR CORPORATIONS, LLCS AND COMPANIES

Legal Name as it appears on the certificate of incorporation or similar document:

Jurisdiction of incorporation: State (if applicable); Country

Address of the Project Sponsor:

Is the Project Sponsor a Reporting Company? Yes No

(If the user answers “yes,” then the following two questions should come up, if “no,” then they shouldn’t)

Is the Project Sponsor traded on a stock exchange regulated by the SEC? Yes No

(If the user answers “yes,” two little text boxes should appear asking for the name of the exchange and the company’s ticker symbol.)

Nature of most recent U.S. federal securities law filing (i.e. 10K, 10Q, other); date of such filing.

Is the Project Sponsor a U.S. Federal Taxpayer? Yes No


(If the user answers “yes,” then a box should appear asking for the U.S. Federal Taxpayer Identification Number.)


NEXT



If the user has chosen “Partnership” as the entity type on the first screen, then the following questions should come up:


IDENTIFICATION INFORMATION FOR PARTNERSHIPS

Legal Name as it appears on the certificate of formation or similar document:

Jurisdiction of formation: State (if applicable); Country

Address of the Project Sponsor:

Is the Project Sponsor also the general partner of the Project Company/Borrower? Yes No


(If the user answers “no,” provide a field for the user to enter the name of the general partner, if applicable)

Is the Project Sponsor a Reporting Company? Yes No

(If the user answers “yes,” then the following two questions should come up, if “no,” then they shouldn’t)

Is the Project Sponsor traded on a stock exchange regulated by the SEC? Yes No

(If the user answers “yes,” two little text boxes should appear asking for the name of the exchange and the company’s ticker symbol.)

Nature of most recent U.S. federal securities law filing (i.e. 10K, 10Q, other); date of such filing.

Is the Project Sponsor a U.S. Federal Taxpayer? Yes No


(If the user answers “yes,” then a box should appear asking for the U.S. Federal Taxpayer Identification Number.)


NEXT



If the user has chosen “Trust, Business Association or Other Entity” as the entity type on the first screen, then the following questions should come up:


IDENTIFICATION INFORMATION FOR TRUSTS, BUSINESS ASSOCIATIONS OR OTHER ENTITIES

Legal Name as it appears on the agreement establishing such trust, business association or other entity:

Jurisdiction of formation/establishment: State (if applicable); Country

Address of the Project Sponsor:

Is the Project Sponsor a trust? Yes No


(If the user answers “yes,” then the following two questions should come up, if “no,” then they shouldn’t)

Name of the trustee:

Is the trustee an Affiliate of the Project Sponsor? Yes No

Is the Project Sponsor a Reporting Company? Yes No

(If the user answers “yes,” then the following two questions should come up, if “no,” then they shouldn’t)

Is the Project Sponsor traded on a stock exchange regulated by the SEC? Yes No

(If the user answers “yes,” two little text boxes should appear asking for the name of the exchange and the company’s ticker symbol.)

Nature of most recent U.S. federal securities law filing (i.e. 10K, 10Q, other); date of such filing.

Is the Project Sponsor a U.S. Federal Taxpayer? Yes No


(If the user answers “yes,” then a box should appear asking for the U.S. Federal Taxpayer Identification Number.)


NEXT



If the user has chosen any type of entity except “Individual” on the first screen, then the following questions should also come up:


For each director, member, general partner, trustee, and executive officer (as applicable) of the Project Sponsor, please provide the following identification information:


Full Name:

Title/Relationship to Project Sponsor (e.g. CEO, Director)

Address:

Date of Birth

Country of Citizenship – Have a drop-down box.

If the user has chosen “U.S.” as country of citizenship, fields asking for SSN, driver’s license number and jurisdiction should come up.

If the user has chosen any other country of citizenship, field asking for passport or similar identification number should come up.

Has the individual ever resided in the US? Yes No


For each Affiliate of the Project Sponsor, please provide the following identification information:


If the Project Sponsor is a Reporting Company and would like to upload information from applicable U.S. federal securities filing(s) that is responsive to this question rather than filling out the fields below, please click here: (insert button and ability to upload a document).


What type of entity is the Affiliate? (have drop-down box with individual, corporation, LLC, company, partnership, trust, other)

Full Name of Affiliate:

Principal Address of Affiliate:

Citizenship? Or Jurisdiction of Incorporation/Formation?

Is the Affiliate a Reporting Company?

NEXT

Rest of the questions are for all Project Sponsors, no matter what type they chose on the first screen.


US GOVERNMENT OBLIGATIONS

Has the Project Sponsor or any Affiliate thereof ever previously requested U.S. Government financing?

Yes No

(If the user chooses “yes,” then a box asking them for specifics – Agency from which it was requested, entity that requested it and their identification info – SSN, TIN, etc. – should come up)

Is the Project Sponsor or any Affiliate thereof currently delinquent on any payment obligation, including taxes as well as other obligations, with respect to any amount owed to the U.S. Government? Yes No

(If the user answers “yes,” then a box asking them for specifics – Amount, Agency to which it is owed, other – should come up.)

Is the Project Sponsor, any Affiliate thereof, or any supplier to the Project, currently: (1) debarred, suspended or declared ineligible from participating in any Federal program; (2) formally proposed for suspension or debarment, with a final determination still pending; or (3) voluntarily excluded from participation in a Federal transaction?

Yes No

(If the user answers “yes,” then a box asking them to explain should come up.)


OBLIGATIONS TO OTHER CREDITORS

Has the Project Sponsor or any Affiliate thereof ever been the subject of a bankruptcy, receivership, or arrangement for the benefit of creditors or similar insolvency proceeding? Yes No

(If the user answers “yes,” then they should have two choices: a button that will allow Reporting Companies to click and upload exhibit(s) or a series of fields where they enter information – nature of action(s), date(s), court(s), court docket number(s), parties involved, final disposition)

Is the Project Sponsor or any Affiliate thereof currently delinquent on any payment obligation to any non-U.S. Government creditor? Yes No

(If the user answers “yes,” then they should have two choices: a button that will allow Reporting Companies to click and upload exhibit(s) or a series of fields where they enter information – Name of creditor, type of credit, Amount delinquent, length of delinquency, reason for delinquency.)

NEXT


PERSONAL HISTORY OF OWNERS, OFFICERS AND DIRECTORS

Is the Project Sponsor, any Affiliate thereof, or any of their respective owners, officers, or directors presently under indictment or on parole or probation? Yes No

(If the user answers “yes,” then a text box where they can provide an explanation should come up.)

Has the Project Sponsor, any Affiliate thereof, or any of their respective owners, officers, or directors ever been charged with or arrested for any criminal offense other than a minor motor vehicle violation? Yes No

(If the user answers “yes,” then a text box where they can provide an explanation should come up.)

Has the Project Sponsor, any Affiliate thereof, or any of their respective owners, officers, or directors ever been convicted, placed on pretrial diversion, or placed on any form of probation, including adjudication withheld pending probation, for any criminal offense other than a minor motor vehicle violation? Yes No


(If the user answers “yes,” then they should have two choices: a button that will allow Reporting Companies to click and upload exhibit(s) or a series of fields where they enter information – nature of action(s), date(s), court(s), court docket number(s), parties involved, final disposition)

Has the Project Sponsor, any Affiliate thereof, or any of their respective owners, officers, or directors ever been found by a court of competent jurisdiction in a civil action or by the SEC or similar U.S. state agency to have violated any U.S. Federal or U.S. state securities law? Yes No


(If the user answers “yes,” then they should have two choices: a button that will allow Reporting Companies to click and upload exhibit(s) or a series of fields where they enter information – nature of action(s), date(s), court(s)/agency(ies), court docket number(s), parties involved, final disposition)

Is the Project Sponsor, any Affiliate thereof, or any of their respective owners, officers, or directors a party to any consent judgment or agreement with the SEC that restrains or restricts its activities? Yes No


(If the user answers “yes,” then they should have two choices: a button that will allow Reporting Companies to click and upload exhibit(s) or a series of fields where they enter information – nature of judgment(s)/agreement(s), date(s),parties involved)

Has the Project Sponsor, any Affiliate thereof, or any of their respective owners, officers, or directors ever been involved as a plaintiff or defendant in any material litigation that has not been satisfied, settled or compromised over the course of the ten years immediately preceding the date hereof? Yes No


(If the user answers “yes,” then they should have two choices: a button that will allow Reporting Companies to click and upload exhibit(s) or a series of fields where they enter information – nature of action(s), date(s), court(s), court docket number(s), parties involved, current status)

With respect to any of the Project Sponsor, any Affiliate thereof, or any of their respective owners, officers and directors, are there any pending or threatened administrative investigation or proceedings for which the imposition of a lien is or may be sought, or any administrative lien(s) that has been ordered or imposed. Yes No


(If the user answers “yes,” then they should have two choices: a button that will allow Reporting Companies to click and upload exhibit(s) or a series of fields where they enter information – nature of case(s)/litigation(s), date(s), court(s), court docket number(s), names of creditor(s)/lienor(s), amount of judgment(s), status)


NEXT



CORRUPT PRACTICES LAWS CERTIFICATIONS

Has the Project Sponsor, any Affiliate thereof, or any of their respective officers, directors or executives been the subject of an investigation under the Foreign Corrupt Practices Act of 1977 (as amended) or other applicable law concerning corrupt business practices? Yes No

(If the user answers “yes,” then a text box where they can provide an explanation should come up and a place where Reporting Companies can upload an attachment should be available.)

Has the Project Sponsor, any Affiliate thereof, or any of their respective Affiliates, or their officers, directors, employees, or agents (in such capacity) been convicted of, or been party to a final adverse determination of, an offense under the Foreign Corrupt Practices Act of 1977 (as amended) or any other applicable law concerning corrupt business practices? Yes No

(If the user answers “yes,” then a text box where they can provide an explanation should come up and a place where Reporting Companies can upload an attachment should be available.)

Have the Project Sponsor, any Affiliate thereof, or any of their respective, officers, directors or executives established and maintained internal management and accounting practices and controls that are adequate to ensure compliance with all applicable laws pertaining to corrupt practices? Yes No

(If the user answers “yes,” then a text box where they can provide an explanation should come up.)

To the best of the Project Sponsor’s knowledge, after due inquiry, has the Project been established (e.g., obtained licenses, approvals, permits, etc.) in a manner that is in compliance with all applicable laws pertaining to corrupt practices? Yes No

(If the user answers “yes,” then a text box where they can provide an explanation should come up.)

Will the Project be carried out in compliance with all applicable laws, including those pertaining to corrupt practices?

Yes No

(If the user answers “yes,” then a text box where they can provide an explanation should come up.)


NEXT



Signature Page


NOTIFICATION OF CREDIT INVESTIGATION: As part of the application process for OPIC financing, OPIC routinely undertakes credit investigations of applicants for such financing. OPIC considers such investigations to be an essential element in evaluating the qualifications of the Project Sponsor and its Affiliates (as such term is defined in the instructions). These investigations may involve the use of private consumer credit reporting firms, court clerks and government agencies. The investigations may focus on, but are not necessarily limited to, the financial responsibility, credit record, business reputation, character, overdue and unpaid tax obligations, criminal record, and general reputation of the Project Sponsors and their Affiliates, and their respective principal officers and directors. The nature of the investigations will be at the discretion of OPIC, and, by signing below, the Project Sponsor consents to such investigations by OPIC and its agents. Under the Fair Credit Reporting Act, 15 U.S.C. §1681, the undersigned may be entitled to additional information regarding the nature and scope of any investigation of which it is the subject if requested by it in writing. In addition to performing such credit checks, OPIC is required to verify that each Project Sponsor (who has a Taxpayer Identification Number or a Social Security Number) is not delinquent on any Federal tax obligations. Signature of this form constitutes the undersigned’s consent to such investigations, checks and verification.

The undersigned, as either the Project Sponsor (in the case of an individual) or as the duly authorized representative of the Project Sponsor (in the case of Persons other than an individual), including their respective Affiliates as the case may be, certifies on behalf of the Project Sponsor and its Affiliates that the information and certifications provided in response to the questions herein, under penalty of law (pursuant to 22 USC Section 2197(n)), are true and correct to the best of such Person’s knowledge after due inquiry, and that such Person has not misrepresented or omitted any material facts relevant to said representations. If after the date hereof the Project Sponsor comes into possession of any information material or relevant to said representation, the Project Sponsor agrees not to withhold it, and the undersigned agrees to communicate such knowledge to OPIC immediately by letter.



Full Name of Project Sponsor (pre-populated)



Space to type in Name of Authorized Person (if applicable)



Space to type in Title of Authorized Person (if applicable)



Electronic Signature of Project Sponsor or Authorized Person


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