SEC Form U-3A-2

What Was SEC Form U-3A-2?

The now-obsolete SEC Form U-3A-2 was required to be filed with the Securities and Exchange Commission (SEC) by any holding company that wanted to buy or merge with a utility company, and thus sought an exemption from the Public Utilities Company Holding Act (PUHCA) of 1935.

Key Takeaways

  • Holding companies that sought to enter the utility business were required to file SEC Form U-3A-2.
  • The SEC no longer has a hand in regulating utility companies.
  • Its role was moved to the Federal Regulatory Energy Commission in 2005.

The 1935 law introduced new regulations for public utilities after a number of these companies collapsed in the wake of the Great Depression.

The law remained in place until it was repealed and replaced with the passage of the Energy Policy Act of 2005. The Federal Regulatory Energy Commission became the primary regulatory authority for utilities under the 2005 law.

Understanding SEC Form U-3A-2

PUHCA, also known as the Wheeler-Rayburn Act, effectively broke up the nation's biggest electric companies in order to limit the damage of a single company failure. It ended a historic battle between private and public entities for control over the distribution of utilities to consumers.

SEC Form U-3A-2 was one of several required SEC filings created under PUHCA. It required a holding company to detail the sale of electricity and natural gas by any of its subsidiaries during the previous year. This form was filed annually before March 1. The exemption fell under rule U-3A-2 of PUHCA.

What PUHCA Changed

The Public Utilities Company Holding Act of 1935 allowed states to regulate utilities and prevent unregulated businesses from operating in regulated utility businesses. A utility company could no longer establish or purchase a utility company. In addition, utilities were restricted to serving a single geographic area, usually a state.

Companies that owned 10% or more of a utility company had to register with the SEC, providing detailed financials and other documents. Holding companies registered with the SEC could own only a single integrated utility system unless they received an exemption from the SEC.

This was a direct response to the epic collapse of the Middle West Utilities Company, a 39-state electric holding company that went bankrupt, ruining the financial lives of thousands of small investors.

Energy Policy Act of 2005

The Public Utility Holding Company Act of 2005, which was part of the Energy Policy Act in the same year, replaced the 1935 law. The new law moved primary oversight authority for utilities from the SEC to the Federal Energy Regulatory Commission.

The energy agency must now approve acquisitions or mergers of utilities by companies in other industries.

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