---
kind: "section"
citation: "17 C.F.R. § 229.904"
title: "17"
number: "229.904"
heading: "(Item 904) Risk factors and other considerations."
url: "https://uscodex.org/cfr/17/229.904"
---

# §229.904. (Item 904) Risk factors and other considerations.

- (a) Immediately following the summary required by Item 903 of this subpart ([§ 229.903](/cfr/17/229.903.md)), describe in reasonable detail each material risk and effect of the roll-up transaction on investors in each partnership, including, but not limited to:
  - (1) The potential risks, adverse effects and benefits of the roll-up transaction for investors and for the general partner, including those which result from each matter described in response to Item 905 of this subpart ([§ 229.905](/cfr/17/229.905.md)), with appropriate cross references to the comparative information required by Item 905;
  - (2) The material risks arising from an investment in the successor; and
  - (3) The likelihood that securities of the successor received by investors in the roll-up transaction will trade in the securities markets at a price substantially below the value assigned to such securities in the roll-up transaction and/or the value of the assets of the successor, and the effects on investors of such a trading market discount.
- (b) **Quantify each risk or effect to the extent practicable.**
- (c) State whether any of such risks or effects may be different for investors in any partnership and, if so, identify such partnership(s) and describe such difference(s).

## Notes

### Source

Source: 56 FR 57247, Nov. 8, 1991, unless otherwise noted.

### Authority

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C. 1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec. 102(c), Pub. L. 112-106, 126 Stat. 310 (2012).

### Source

Source: 47 FR 11401, Mar. 16, 1982, unless otherwise noted.