Strats Sm Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 10-K, filed Mar 29, 2024
Strats Sm Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 (GJO)
About this 10-K
Strats Sm Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 filed this 10-K on March 29, 2024, covering the fiscal year ended December 31, 2023.
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, 2023
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 Numbers: 333-111858-16, 001-32648
Central Index Key Number: 0001340909
Synthetic Fixed-Income Securities, Inc.
on behalf of:
STRATS Trust For
Wal-Mart Stores, Inc. Securities,
Series 2005-4
(Exact name of registrant as specified in its charter)
| Delaware | 52-2316339 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 30 Hudson Yards, 14th Floor, New York, New York | 10001-2170 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 214-6289
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||
| STRATS Certificates, Series 2005-4 | GJO | New York Stock Exchange (“NYSE”) |
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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
The following documents are incorporated by reference into Part IV of this Annual Report: The distribution reports to security holders filed on Form 8-K during the fiscal year, in lieu of reports on Form 10-Q, which include the reports filed on Form 8-K listed in Item 15(a) hereto.
Introductory Note
Synthetic Fixed-Income Securities, Inc. (the “Depositor”) is the Depositor in respect of the STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 (the “Trust”), a common law trust formed pursuant to the Base Trust Agreement, dated as of September 26, 2003, between the Depositor and U.S. Bank Trust National Association, as trustee (the “Trustee”), as supplemented by the STRATS Certificates Series Supplement 2005-4 (the “Series Supplement”) dated as of October 17, 2005 in respect of the Trust. The Trust’s assets consist solely of notes issued by Wal-Mart Stores, Inc. The Certificates do not represent obligations of or interests in the Depositor or the Trustee.
Pursuant to staff administrative positions established in Corporate Asset Backed Corporation (available August 9, 1995), 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 8-K in lieu of reports on Form 10-Q.
Wal-Mart Stores, Inc., the issuer 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 Wal-Mart Stores, Inc. please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-06991. 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 filed 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 Wal-Mart Stores, Inc. may be accessed on this site. Neither Synthetic Fixed-Income Securities, 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 Synthetic Fixed-Income Securities, 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 or the underlying securities themselves have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.
PART I
Item 1. Business.
Not Applicable
Item 1A. Risk Factors.
Not Applicable
Item 1B. Unresolved Staff Comments.
Not Applicable
Item 1C. Cybersecurity.
Not Applicable
2
Item 2. Properties.
Not Applicable
Item 3. Legal Proceedings.
None
Item 4. Mine Safety Disclosures.
Not Applicable
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Certificates representing investors’ interest in the Trust are represented by one or more physical Certificates registered in the name of “Cede & Co.”, the nominee of The Depository Trust Company. The Certificates are listed on the NYSE.
Item 6. [Reserved]
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 9B. Other Information.
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable
3
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
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) List the following documents filed as a part of the report:
| 1. | Trustee’s Distribution Statements documented on Form 8-K of STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 to the certificateholders for the period from January 1, 2023 through and including December 31, 2023 have been filed with the Securities and Exchange Commission and are hereby incorporated by reference. Filing dates are listed below: |
| Trust Description | Distribution Date | Filed on |
| STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 | 01-17-2023 02-15-2023 03-15-2023 04-17-2023 05-15-2023 06-15-2023 07-17-2023 08-15-2023 09-15-2023 10-16-2023 11-15-2023 12-15-2023 |
01-23-2023 02-27-2023 03-22-2023 04-20-2023 05-24-2023 06-27-2023 07-27-2023 08-24-2023 09-20-2023 10-24-2023 11-17-2023 12-27-2023 |
4
| 2. | None |
| 3. | Exhibits: |
31.1 – Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.1 – Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.2 – Report of Aston Bell, CPA.
99.3 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.4 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.5 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.6 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.7 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.8 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.9 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.10 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.11 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.12 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.13 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.14 – Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference.
5
(b) See Item 15(a) above.
(c) Not Applicable.
Item 16. Form 10-K Summary.
Not Applicable
6
SIGNATURE
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.
| Synthetic Fixed-Income Securities, Inc., | ||
| as Depositor for the Trust | ||
| By: | /s/ Barbara Garafalo | |
| Name: | Barbara Garafalo | |
| Title: | President | |
Dated: March 29, 2024
7
EXHIBIT INDEX
| Reference Number per Item 601 of Regulation SK | Description of Exhibits | Exhibit Number in this Form 10-K |
| (31.1) | Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 31.1 |
| (99.1) | Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 99.1 |
| (99.2) | Report of Aston Bell, CPA. | 99.2 |
| (99.3) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.3 |
| (99.4) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.4 |
| (99.5) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.5 |
| (99.6) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.6 |
| (99.7) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.7 |
| (99.8) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.8 |
| (99.9) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.9 |
8
| (99.10) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.10 |
| (99.11) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.11 |
| (99.12) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.12 |
| (99.13) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.13 |
| (99.14) | Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2023, as further described in Item 15(a)(1) above, is incorporated herein by reference. | 99.14 |
9
STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 10-K
Exhibit 31.1
CERTIFICATION
I, Barbara Garafalo, certify that:
| 1. | I have reviewed this annual report on Form 10-K in respect of the STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 (the “Trust”) and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report of the Trust; |
| 2. | Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; |
| 3. | Based on my knowledge, the distribution or servicing information required to be provided to the Depositor by the Trustee under the trust agreement for inclusion in these reports is included in these reports; |
| 4. | I am responsible for reviewing the activities performed by the Depositor and the Trustee under the trust agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the Depositor and Trustee have each fulfilled its obligations under that agreement; and |
| 5. | The reports disclose all significant deficiencies relating to the compliance by the Trustee and the Depositor with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the trust agreement that is included in these reports. |
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: U.S. Bank Trust National Association, as Trustee.
Date: March 29, 2024
| /s/ Barbara Garafalo | ||
| Name: | Barbara Garafalo | |
| Title: | President | |
10
STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 10-K
Exhibit 99.1
ANNUAL COMPLIANCE REPORT
I, Janet P. O’Hara, being an officer of U.S. Bank Trust National Association, the Trustee in respect of the STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 (the “Trust”), certify that:
| 1. | I have reviewed this annual report on Form 10-K in respect of the Trust, and all reports on Form 8-K filed by the Trustee in respect of the Trust and all distribution or servicing reports filed in respect of the Trust during the 2023 calendar year; |
| 2. | Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; |
| 3. | Based on my knowledge, the distribution information required to be provided to the certificateholders by the Trustee under the trust agreement for inclusion in these reports is included in these reports; |
| 4. | I am responsible for reviewing the activities performed by the Trustee, under the trust agreement and based on my knowledge, except as disclosed in this annual report, the Trustee has fulfilled its obligations under that agreement; and |
| 5. | The reports disclose all significant deficiencies relating to the Trustee’s compliance with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the trust agreement, that is included in these reports. |
Date: March 26, 2024
| By: | /s/ Janet P. O’Hara | |
| P. O’Hara, Vice President |
11
STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 10-K
Exhibit 99.2
Independent Accountant’s Report
Synthetic Fixed-Income Securities, Inc. (as Depositor)
One Wells Fargo Center
301 South College Street
Charlotte, NC 28288
U.S. Bank Trust National Association (as Trustee)
Corporate Trust Department
100 Wall Street
New York, NY 10005
| Re: | STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 (the “Trust”) |
Ladies and Gentlemen:
We have examined assertions of Synthetic Fixed-Income Securities, Inc. (the “Depositor”) and U.S. Bank Trust National Association, (the “Trustee” and together with the Depositor, the “Management”) that the Depositor and the Trustee have complied, in all material respects, with the provisions of the Base Trust Agreement dated as of September 26, 2003, as supplemented by a series supplement dated as of October 17, 2005 (together, the “Trust Agreement”), in respect of the STRATS Trust For Wal-Mart Stores, Inc. Securities, Series 2005-4 (the “Trust”), during the period covered by the annual report on Form 10-K filed by the Depositor on behalf of the Trust for the year ended December 31, 2023 (the “Annual Report”). Management is responsible for compliance with the Trust Agreement. Our responsibility is to express an opinion on Management’s assertions based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the Depositor and the Trustee have complied with the Trust Agreement during the period covered by the Annual Report and Management’s assertions with respect to such compliance are fairly stated, in all material respects. An examination involves performing procedures to obtain evidence about management’s assertion. The nature, timing, and extent of the procedures selected depend on our judgement, including the assessment of the risks of material misstatement of Management’s assertion whether due to fraud or error, and performing such other procedures as considered necessary in the circumstances. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating to the engagement.
In our opinion, the Depositor and the Trustee have complied, in all material respects, with the Trust Agreement during the period covered by the Annual Report and Management’s assertions with respect to such compliance are fairly stated, in all material respects, for the year ended December 31, 2023.
/s/ Aston Bell, CPA
Rancocas, New Jersey
March 13, 2024