| UNITED STATES | |||||||||
| SECURITIES AND EXCHANGE COMMISSION | |||||||||
| Washington, D.C. 20549 |
| FORM 10-K | |||||||||
| (Mark One) | |||||||||
| ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||
| For the fiscal year ended December 31, | |||||||||
| or | |||||||||
| ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||
| For the transition period from _____________ to _____________ |
| Commission file number of the issuing entity: 001-33286 | |||||||||
| Central Index Key Number of Issuing Entity: 0001387637 | |||||||||
| filed on behalf of: | |||||||||
| CORPORATE BACKED CALLABLE TRUST CERTIFICATES, J.C. PENNEY DEBENTURE-BACKED SERIES 2007-1 | |||||||||
| (Exact Name of Registrant as Specified in its Charter) |
| by: | |||||||||
| Select Asset Inc. | |||||||||
| (Exact Name of Depositor as Specified in its Charter) | |||||||||
| Commission File Number of Depositor: 333-112795 | |||||||||
| Central Index Key Number of Depositor: 0001221546 |
| Delaware | 13-4029392 | ||||||||
| (State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||
| New York, New York | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||
| Registrant’s telephone number, including area code: (646) 285-9000 |
| Securities registered pursuant to Section 12(b) of the Act: None. |
| Securities registered pursuant to Section 12(g) of the Act: None. |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No |
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | |||||||||
| Not applicable. |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | |||||||||
| Not applicable. |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. | |||||||||
| Large accelerated filer ☐ | Accelerated filer ☐ | ||||||||
| Non-accelerated filer ☒ | Smaller reporting company ☐ | ||||||||
| Emerging growth company ☐ | |||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No |
| State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. |
| The registrant has no voting stock or class of common stock that is held by non-affiliates. |
| DOCUMENTS INCORPORATED BY REFERENCE | |||||||||
| None. |
| INTRODUCTORY NOTES |
| Select Asset Inc. (the "Depositor") is the Depositor in respect of the Corporate Backed Callable Trust Certificates, J.C. Penney Debenture-Backed Series 2007-1 Trust (the “Trust”), a common law trust formed pursuant to the Standard Terms for Trust Agreements, dated as of November 9, 2006, between the Depositor and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a series supplement (the “Series Supplement”) dated as of January 31, 2007 in respect of the Trust. The Trust’s assets consist solely of notes issued by J.C. Penney Corporation, Inc., successor to J.C. Company, Inc. (the “Underlying Securities Issuer”). The Certificates do not represent obligations of or interests in the Depositor or the Trustee. |
| The Depositor is a wholly-owned, indirect subsidiary of Lehman Brothers Holdings Inc. (“LBHI”). On September 15, 2008 and periodically thereafter, LBHI and certain of its subsidiaries (collectively, the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (jointly administered proceedings, In re Lehman Brothers Holdings Inc. et al., Case Number 08-13555). LBHI and Lehman Brothers Inc. have sold since September 15, 2008 significant businesses, including the sale on September 21, 2008 of the investment banking business to Barclays Capital Inc., which business included the employees who historically conducted the Registrant’s business. The Depositor believes the Trustee has maintained the proper processes and internal controls to monitor the Trust’s cash flows and administer the Trust, as reported in the assertion by the Trustee in the Report on Assessment of Compliance with Applicable Servicing Criteria, attached hereto as Exhibit 33.1. Pursuant to the terms of the Trust Agreement, the Trustee (i) is responsible for administering the Trust and has “full power and authority...to do or cause to be done any and all things in connection with such administration” (Section 3.01 of the Trust Agreement); (ii) is responsible to “make any and all filings, reports, notices or applications with, and seek any comments and authorizations from, the Commission and any state securities authority on behalf of the Trust” (Section 3.01 of the Trust Agreement); and (iii) controls the Certificate Account for each series of certificates (Section 3.03 of the Trust Agreement). |
| On December 6, 2011, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and its Affiliated Debtors (the “Plan”). The Plan and the Confirmation Order were attached as Exhibit 2.1 and Exhibit 2.2, respectively, to LBHI’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2011. LBHI’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2011 contains a summary of the Plan. |
| On March 6, 2012 (the “Effective Date”), the Plan became effective and a notice of the Effective Date of the Plan (the “Notice of Effective Date”) was filed with the Bankruptcy Court. |
| J.C. Penney Company, Inc., the guarantor of the underlying securities, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For information on J.C. Penney Company, Inc. please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-15274. The Commission maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies of reports, proxy and information statements and other information regarding Issuers that file electronically through the Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.” Periodic and current reports and other information required to be filed pursuant to the Exchange Act by J.C. Penney Company, Inc. may be accessed on this site. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. The public may read and copy any materials filed with the Commission at the Commission’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Neither Select Asset Inc. nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither Select Asset Inc. nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer of the Underlying Securities, the underlying securities guarantor or the underlying securities have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above. |
| On May 15, 2020, J.C. Penney Company, Inc. and certain of its subsidiaries, including J.C. Penney Corporation, Inc., commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas. On May 18, 2020, J.C. Penney Company, Inc filed an 8-K with the Securities and Exchange Commission providing further information. |
| On May 19, 2020 the New York Stock Exchange (“NYSE”), a subsidiary of the Intercontinental Exchange, on which the Certificates have been listed, suspended trading in the Certificates and on May 19, 2020 the NYSE issued a press release stating that the staff of NYSE Regulation has determined to delist the Certificates from the NYSE based on the bankruptcy filing. The press release can be found ICE’s website at the following URL https://ir.theice.com/press/news-details/2020/NYSE-to-Suspend-Trading-Immediately-in-Corporate-Backed-Callable-Trust-Certificates-JC-Penney-Debenture-Backed-Series-2007-1-Trust-Class-A-1-of-Select-Asset-Inc-Symbol-JBN-and-Commence-Delisting-Process/default.aspx |
| Pursuant to General Instruction J of Form 10-K, the Trust is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable.” Distribution reports detailing receipts and distributions by the Trust are filed after each distribution date on Form 10-D in lieu of reports on Form 10-Q. |
| PART I |
| Item 1. Business. | |||||||||
| Not Applicable |
| Item 1A. Risk Factors. | |||||||||
| Not Applicable |
| Item 1B. Unresolved Staff Comments. | |||||||||
| Not Applicable |
| Item 2. Properties. | |||||||||
| Not Applicable |
| Item 3. Legal Proceedings. | |||||||||
| None |
| Item 4. Submission of Matters to a Vote of Security Holders | |||||||||
| None |
| PART II |
| Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | |||||||||
| Not Applicable |
| Item 6. Selected Financial Data. | |||||||||
| Not Applicable |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. | |||||||||
| Not Applicable |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | |||||||||
| Not Applicable |
| Item 8. Financial Statements and Supplementary Data. | |||||||||
| Not Applicable |
| Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | |||||||||
| None |
| Item 9A. Controls and Procedures. | |||||||||
| Not Applicable |
| Item 9A(T). Controls and Procedures. | |||||||||
| Not Applicable |
| Item 9B. Other Information. | |||||||||
| None. |
| PART III |
| Item 10. Directors, Executive Officers and Corporate Governance. | |||||||||
| Not Applicable |
| Item 11. Executive Compensation. | |||||||||
| Not Applicable |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | |||||||||
| Not Applicable |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | |||||||||
| None |
| Item 14. Principal Accounting Fees and Services. | |||||||||
| Not Applicable |
| SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL | |||||||||
| INSTRUCTION J(2) TO FORM 10-K. |
| Item 1112(b) of Regulation AB, Significant Obligor Financial Information. | |||||||||
| See Introductory Note |
| Item 1114(b)(2) of Regulation AB, Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers). | |||||||||
| No applicable updates |
| Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). | |||||||||
| No applicable updates |
| Item 1117 of Regulation AB, Legal Proceedings. | |||||||||
| No applicable updates |
| Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. | |||||||||
| No applicable updates |
| Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. | |||||||||
| See Exhibits 33.1 and 34.1 to this Form 10-K |
| Item 1123 of Regulation AB, Servicer Compliance Statement. | |||||||||
| See Exhibit 35 to this Form 10-K |
| PART IV |
| Item 15. Exhibits, Financial Statement Schedules. |
| (a) The following documents have been filed as part of, or incorporated by reference into this annual report. |
| (1) None | |||||||||
| (2) None | |||||||||
| (3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. | |||||||||
| (b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. | |||||||||
| (c ) None. |
| SIGNATURES |
| Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
| Select Asset Inc. | |||||||||
| as Depositor for the Trust (The "Registrant") | |||||||||
| /s/ Jeffry Ciongoli | |||||||||
| Name: Jeffry Ciongoli | |||||||||
| Title: Vice President and Assistant Treasurer | |||||||||
| (Senior Officer in charge of securitization of the Depositor) | |||||||||
| Date: March 30, | |||||||||
| EXHIBIT INDEX |
| Reference Number per Item 601 of Regulation SK | Description of Exhibits | Exhibit Number in this Form 10 K | |||||||