[Federal Register Volume 82, Number 120 (Friday, June 23, 2017)]
[Rules and Regulations]
[Pages 28560-28561]
[FR Doc No: 2017-12966]

=======================================================================
-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R09-OAR-2017-0028; FRL-9963-86-Region 9]

Approval of California Air Plan Revisions, Western Mojave Desert,
Rate of Progress Demonstration

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: The Environmental Protection Agency (EPA) is approving a state
implementation plan revision submitted by the State of California to
meet Clean Air Act requirements applicable to the Western Mojave Desert
ozone nonattainment area. Specifically, the EPA is approving the
initial six-year 15 percent rate of progress demonstration to address
requirements for the 1997 8-hour ozone national ambient air quality
standards.

DATES:  This final rule is effective on July 24, 2017.

ADDRESSES: The EPA has established docket number EPA-R09-OAR-2017-0028
for this action. Generally, documents in the docket for this action are
available electronically at http://www.regulations.gov or in hard copy
at EPA Region IX, 75 Hawthorne Street, San Francisco, California 94105-
3901. While all documents in the docket are listed at http://www.regulations.gov, some information may be publicly available only at
the hard copy location (e.g., copyrighted material, large maps, multi-
volume reports), and some may not be available in either location
(e.g., confidential business information (CBI)). To inspect the hard
copy materials, please schedule an appointment during normal business
hours with the contact listed in the FOR FURTHER INFORMATION CONTACT
section.

FOR FURTHER INFORMATION CONTACT: Tom Kelly, Air Planning Office (AIR-
2), EPA Region IX,<PHONE_NUMBER><EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Throughout this document, the terms ``we,''
``us,'' and ``our'' refer to the EPA.

Table of Contents

I. Summary of Proposed Action
II. Public Comments
III. Final Action
IV. Statutory and Executive Order Reviews

I. Summary of Proposed Action

    On March 9, 2017, the EPA proposed to approve, under section
110(k)(3) of the Clean Air Act (CAA or the Act), the initial six-year
15 percent rate of progress (ROP) demonstration to address requirements
for the 1997 8-hour ozone national ambient air quality standards
(NAAQS) for the Western Mojave Desert (WMD) nonattainment area. 82 FR
13086. This demonstration is contained in a state implementation plan
(SIP) submittal from the California Air Resources Board entitled
``Proposed Updates to the 1997 8-Hour Ozone Standard, State
Implementation Plans: Coachella Valley and Western Mojave Desert 8-hour
Ozone Nonattainment Areas'' (``2014 SIP Update'').\1\ As explained in
the proposal, the ROP demonstration is an element of the reasonable
further progress demonstration contained at Table C-2 of the 2014 SIP
Update and discussed at page 10 of the 2014 SIP Update. It is supported
by a detailed VOC emissions inventory at Table A-2 of the 2014 SIP
Update.
---------------------------------------------------------------------------

    \1\ See ``Proposed Updates to the 1997 8-Hour Ozone Standard,
State Implementation Plans: Coachella Valley and Western Mojave
Desert 8-hour Ozone Nonattainment Areas,'' California Air Resources
Board, September 22, 2014.
---------------------------------------------------------------------------

    The WMD is classified as Severe-15 with an attainment date no later
than June 15, 2019.\2\ The relevant CAA requirements appear at Title I,
Part D of the CAA, under which states must implement the primary and
secondary 1997 8-hour ozone standards. For areas classified as Moderate
or above--including the WMD--CAA section 182(b)(1) requires a SIP
revision providing for ROP, defined as a one time, 15 percent actual
VOC emission reduction during the six years following the baseline year
1990, for an average reduction of 3 percent per year. As discussed
further in the March 9, 2017 proposal, although the EPA revoked the
1997 8-hour ozone NAAQS in 2015,\3\ the ROP demonstration requirement
is a continuing applicable requirement for the WMD under the EPA's
anti-backsliding rules that apply once a NAAQS has been revoked. Thus,
the WMD remains subject to the requirement to make the ROP
demonstration. See 40 CFR 51.1105(a)(1) and 51.1100(o)(4). In the
proposal, the EPA proposed to find that the 2014 SIP Update fulfills
the ROP demonstration requirement because it meets the requirements of
CAA section 182(b)(1) and 40 CFR 51.1105(a)(1) and 51.1100(o)(4).\4\
---------------------------------------------------------------------------

    \2\ 77 FR 26950 (May 8, 2012). The proposal for this action
contains additional information about the WMD's classification. See
82 FR 13086, 13087.
    \3\ 80 FR 12264 (March 6, 2015).
    \4\ See 82 FR 13086, 13087-88. The EPA proposed to approve the
ROP demonstration although the state did not demonstrate the
necessary reductions within the six-year period set out in the CAA,
because it showed that all necessary reductions were achieved in the
earliest subsequent reporting period. Id. at 13088.
---------------------------------------------------------------------------

II. Public Comments

    The EPA's proposed action provided a 30-day public comment period.
We received one comment, which was submitted anonymously. The comment
did not address the EPA's proposed action and did not provide specific
information relevant to the basis for EPA's proposed approval. We are
not revising any portion of the proposed rule based on this comment.

III. Final Action

    For the reasons discussed in our March 9, 2017 proposal and
summarized above, the EPA is approving, under CAA section 110(k)(3),
the ROP demonstration contained in the 2014 SIP Update as meeting the
requirements of CAA section 182(b)(1) and 40 CFR 51.1105(a)(1) and
51.1100(o)(4).

IV. Statutory and Executive Order Reviews

    Under the Clean Air Act, the Administrator is required to approve a
SIP submission that complies with the provisions of the Act and
applicable federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a).
Thus, in reviewing SIP submissions, the EPA's role is to approve state
choices, provided that they meet the criteria of the Clean Air Act.
Accordingly, this action merely approves state law as meeting federal
requirements and does not impose additional requirements beyond those
imposed by state law. For that reason, this action:
     Is not a significant regulatory action subject to review
by the Office of Management and Budget under Executive Orders 12866 (58
FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21, 2011);
     does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);

     does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the Clean Air Act; and
     does not provide the EPA with the discretionary authority
to address, as appropriate, disproportionate human health or
environmental effects, using practicable and legally permissible
methods, under Executive Order 12898 (59 FR 7629, February 16, 1994).
    In addition, the SIP is not approved to apply on any Indian
reservation land or in any other area where the EPA or an Indian tribe
has demonstrated that a tribe has jurisdiction. In those areas of
Indian country, the rule does not have tribal implications and will not
impose substantial direct costs on tribal governments or preempt tribal
law as specified by Executive Order 13175 (65 FR 67249, November 9,
2000).
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. The EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the Clean Air Act, petitions for
judicial review of this action must be filed in the United States Court
of Appeals for the appropriate circuit by August 22, 2017. Filing a
petition for reconsideration by the Administrator of this final rule
does not affect the finality of this action for the purposes of
judicial review nor does it extend the time within which a petition for
judicial review may be filed, and shall not postpone the effectiveness
of such rule or action. This action may not be challenged later in
proceedings to enforce its requirements (see section 307(b)(2)).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental regulations, Ozone, Reporting and
recordkeeping requirements, Volatile organic compounds.

    Authority: 42 U.S.C. 7401 et seq.

    Dated: May 31, 2017.
Alexis Strauss,
Acting Regional Administrator, Region IX.

    Part 52, chapter I, title 40 of the Code of Federal Regulations is
amended as follows:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

0
1. The authority citation for part 52 continues to read as follows:

    Authority:  42 U.S.C. 7401 et seq.

Subpart F--California

0
2. Section 52.220 is amended by adding paragraph (c)(486)(ii)(A)(2) to
read as read as follows:

Sec.  [thinsp]52.220  Identification of plan--in part.

* * * * *
    (c) * * *
    (486) * * *
    (ii) * * *
    (A) * * *
    (2) California Air Resources Board, Staff Report, Proposed Updates
to the 1997 8-Hour Ozone Standard, State Implementation Plans;
Coachella Valley and Western Mojave Desert, adopted on October 24,
2014: ``Reasonable Further Progress Demonstration Update,'' at p. 10
(excluding those portions that pertain to reasonable further progress
targets after 2011); Table A-2 (excluding pp. A-10 through A-12, and
those portions that pertain to reasonable further progress targets
after 2011); Table C-2 (excluding those portions that pertain to
reasonable further progress targets after 2011).
* * * * *

[FR Doc. 2017-12966 Filed 6-22-17; 8:45 am]
 BILLING CODE 6560-50-P


[Federal Register Volume 76, Number 153 (Tuesday, August 9, 2011)]
[Notices]
[Pages 48929-48931]
[FR Doc No: 2011-20103]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29744; File No. 812-13853]

American Capital, Ltd.; Notice of Application

August 3, 2011.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTION: Notice of an application for an order under section 61(a)(3)(B)
of the Investment Company Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

    Summary of Application: Applicant, American Capital, Ltd. requests
an order approving a proposal to grant stock options to directors who
are not also employees or officers of the applicant (the ``Non-employee
Directors'') under its 2010 Disinterested Director Stock Option Plan
(the ``Plan'').

DATES: Filing Dates: The application was filed on December 21, 2010,
and amended on July 22, 2011, and July 26, 2011.
    Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicant with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on August 29, 2011, and should be accompanied by proof of
service on applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Commission, 100 F Street,
NE., Washington, DC 20549-1090; Applicant, 2 Bethesda Metro Center,
14th Floor, Bethesda, Maryland 20814.

FOR FURTHER INFORMATION CONTACT:  Deepak T. Pai, Senior Counsel, at
(202) 551-6876, or Dalia Osman Blass, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Office of Investment Company
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling<PHONE_NUMBER>.

Applicant's Representations

    1. Applicant, a Delaware corporation, is a business development
company (``BDC'') within the meaning of section 2(a)(48) of the Act.\1\
Applicant's primary business objectives are to increase its net
operating income and net asset value (``NAV'') by investing its assets
in senior debt, subordinated debt, with and without detachable
warrants, and equity of small to medium sized businesses with
attractive current yields and potential for equity appreciation.
Applicant's investment decisions are made either by its board of
directors (the ``Board''), based on recommendations of the executive
officers of applicant, or, for investments that meet certain objective
criteria established by the Board, by the executive officers of
applicant, under authority delegated by the Board. Applicant does not
have an external investment adviser within the meaning of section
2(a)(20) of the Act.
---------------------------------------------------------------------------

    \1\ Section 2(a)(48) defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in sections 55(a)(1) through
55(a)(3) of the Act and makes available significant managerial
assistance with respect to the issuers of such securities.
---------------------------------------------------------------------------

    2. Applicant requests an order under section 61(a)(3)(B) of the Act
approving its proposal to grant stock options under the Plan to its
Non-employee Directors.\2\ Applicant has a nine member Board with one
current vacancy. Seven of the eight current members of the Board are
not ``interested persons'' (as defined in section 2(a)(19) of the Act)
of the applicant (``Disinterested Directors''). All of the current Non-
employee Directors are Disinterested Directors. The Board approved the
Plan at a meeting of the Board held on April 29, 2010,\3\ and
applicant's stockholders approved the Plan at the annual meeting of
stockholders held on September 15, 2010.
---------------------------------------------------------------------------

    \2\ The Non-employee Directors receive a $100,000 per year
retainer payment and $3,000 for each Board or committee meeting or
other designated Board-related meeting attended, and reimbursement
for related expenses. Non-employee Directors who serve as the lead
director of the Board receive an additional $25,000 per year
retainer and Non-employee Directors who chair a committee of the
Board receive an additional $15,000 retainer per year. Non-employee
Directors who serve as directors on the boards of portfolio
companies also receive an annual retainer from applicant set at
$30,000 per board, in lieu of any payment from the portfolio
company.
    \3\ The Board approved amendments to the Plan on April 28, 2011,
and July 21, 2011.
---------------------------------------------------------------------------

    3. Non-employee Directors are eligible to receive options under the
Plan.\4\ Under the Plan, a maximum of 1,250,000 shares of applicant's
common

stock, in the aggregate, may be issued to Non-employee Directors and
options to purchase 156,250 shares of applicant's common stock may be
issued to any one Non-employee Director. On the date that the
Commission issues an order on the application (``Order Date''), each of
the seven Non-employee Directors serving on the Board as of September
15, 2010, will be granted options to purchase 156,250 shares of
applicant's common stock (the ``Initial Grants''), provided that the
Non-employee Director is a member of the Board on the Order Date. The
options issued under the Initial Grants will vest in three equal parts
on each of the first three anniversaries of September 15, 2010. Any
person who becomes a Non-employee Director after September 15, 2010,
will be entitled to receive options to purchase 156,250 shares of
applicant's common stock (the ``Other Grants''), if and to the extent
that there are options available for grant to Non-employee Directors
under the Plan. Each Other Grant will be effective on the later of the
date such person becomes a Non-employee Director and the Order Date.
The options issued under the Other Grants will vest in three equal
parts on each of the first three anniversaries of the date such person
becomes a Non-employee Director.
---------------------------------------------------------------------------

    \4\ The Plan would authorize the issuance of options only to
Non-Employee Directors and not to employees or officers of
applicant.
---------------------------------------------------------------------------

    4. Under the terms of the Plan, the exercise price of an option
will not be less than 100% of the current market value of the Shares on
the date of issuance of the option, or if no such market value exists,
the current NAV of the Shares on the date of issuance of the options.
The Initial Grants will expire on September 15, 2020, and the Other
Grants will expire on the tenth anniversary of the date the person
becomes a Non-employee Director. Options granted under the Plan may not
be assigned or transferred other than by will or the laws of descent
and distribution. In the event of the death or disability (as defined
in the Plan) of a Non-employee Director during such director's service,
all such director's unexercised options will immediately become
exercisable and may be exercised for a period of three years following
the date of death (by such director's personal representative) or one
year following the date of disability, but in no event after the
respective expiration dates of such options. In the event of the
termination of a Non-employee Director for cause, any unexercised
options will terminate immediately. If a Non-employee Director's
service is terminated for any reason other than by death, disability,
or for cause, the options may be exercised within one year immediately
following the date of termination, but in no event later than the
expiration date of such options.
    5. Applicant's officers and employees, including directors who are
employees, are eligible or have been eligible to receive options under
stock option plans that exclude Non-employee Directors as participants
(the ``Employee Plans''). Non-employee Directors have been eligible to
receive options under applicant's two Disinterested Director stock
option plans (the ``1997 Disinterested Director Plan'' and the ``2000
Disinterested Director Plan'', together the ``Disinterested Director
Plans''). Additionally, applicant's officers and employees, as well as
Non-employee Directors, are eligible or have been eligible to receive
options under applicant's 2006 stock option plan (the ``2006 Option
Plan''), applicant's 2007 stock option plan (the ``2007 Option Plan''),
applicant's 2008 stock option plan (the ``2008 Option Plan''), and
applicant's 2009 stock option plan (``2009 Option Plan'')
(collectively, the 2009 Option Plan, the 2008 Option Plan, the 2007
Option Plan, the 2006 Option Plan, the Disinterested Director Plans and
the Employee Plans are the ``Other Plans''). Non-employee Directors are
now eligible to receive options only under the Plan.\5\ As of July 14,
2011, applicant had 350,309,123 shares of common stock outstanding.\6\
The 1,250,000 shares of applicant's common stock that may be issued to
Non-employee Directors under the Plan represent 0.3% of applicant's
outstanding voting securities as of July 14, 2011. As of July 14, 2011,
the amount of voting securities that would result from the exercise of
all outstanding options issued to applicant's directors, officers, and
employees under the Other Plans and the Plan would be 50,200,843 shares
of applicant's common stock, or 14.3% of applicant's outstanding voting
securities. As of July 14, 2011, applicant had no outstanding warrants,
options, or rights to purchase its voting securities other than the
outstanding options issued to applicant's directors, officers, and
employees under the Other Plans and the Plan.
---------------------------------------------------------------------------

    \5\ The 1997 Disinterested Director Plan has expired, and,
therefore, no additional options may be issued under it. The 2000
Disinterested Director Plan, the 2006 Option Plan, the 2007 Option
Plan and the 2008 Option Plan have been amended so that no further
options will be awarded to Non-employee Directors under any of them.
The Board has voted to terminate the granting of any further options
to Non-employee Directors under the 2009 Option Plan upon receipt of
an order granting the requested relief.
    \6\ Applicant's common stock constitutes the only voting
security of applicant currently outstanding.
---------------------------------------------------------------------------

Applicant's Legal Analysis

    1. Section 63(3) of the Act permits a BDC to sell its common stock
at a price below current NAV upon the exercise of any option issued in
accordance with section 61(a)(3). Section 61(a)(3)(B) provides, in
pertinent part, that a BDC may issue to its non-employee directors
options to purchase its voting securities pursuant to an executive
compensation plan, provided that: (a) The options expire by their terms
within ten years; (b) the exercise price of the options is not less
than the current market value of the underlying voting securities at
the date of the issuance of the options, or if no market value exists,
the current NAV of the underlying voting securities; (c) the proposal
to issue the options is authorized by the BDC's shareholders, and is
approved by order of the Commission upon application; (d) the options
are not transferable except for disposition by gift, will or intestacy;
(e) no investment adviser of the BDC receives any compensation
described in section 205(a)(1) of the Investment Advisers Act of 1940,
except to the extent permitted by clause (b)(1) or (b)(2) of that
section; and (f) the BDC does not have a profit-sharing plan as
described in section 57(n) of the Act.
    2. In addition, section 61(a)(3) provides that the amount of the
BDC's voting securities that would result from the exercise of all
outstanding warrants, options, and rights at the time of issuance may
not exceed 25% of the BDC's outstanding voting securities, except that
if the amount of voting securities that would result from the exercise
of all outstanding warrants, options, and rights issued to the BDC's
directors, officers, and employees pursuant to any executive
compensation plan would exceed 15% of the BDC's outstanding voting
securities, then the total amount of voting securities that would
result from the exercise of all outstanding warrants, options, and
rights at the time of issuance will not exceed 20% of the outstanding
voting securities of the BDC.
    3. Applicant represents that its proposal to grant stock options to
Non-employee Directors under the Plan meets all the requirements of
section 61(a)(3)(B). Applicant states that the Board is actively
involved in the oversight of applicant's affairs and that it relies
extensively on the judgment and experience of its directors. In
addition to their duties as Board members generally, applicant states
that the Non-employee Directors provide guidance and advice on
operational

issues, underwriting policies, credit policies, asset valuation and
strategic direction, as well as serving on committees. Applicant
believes that the availability of options under the Plan will provide
significant at-risk incentives to Non-employee Directors to remain on
the Board and devote their best efforts to ensure applicant's success.
Applicant states that the options will provide a means for the Non-
employee Directors to increase their ownership interests in applicant,
thereby ensuring close identification of their interests with those of
applicant and its stockholders. Applicant asserts that by providing
incentives such as options, applicant will be better able to maintain
continuity in the Board's membership and to attract and retain the
highly experienced, successful and dedicated business and professional
people who are critical to applicant's success as a BDC.
    4. As noted above, applicant states that the amount of voting
securities that would result from the exercise of all outstanding
options issued to applicant's directors, officers, and employees under
the Other Plans and the Plan would be 50,200,843 shares of applicant's
common stock, or 14.3% of applicant's outstanding voting securities, as
of July 14, 2011. However, applicant represents that the maximum number
of voting securities that would result from the exercise of all
outstanding options issued and all options issuable to applicant's
directors, officers, and employees under the Plan and the Other Plans
would be 68,698,074 shares of applicant's common stock, or 19.6% of
applicant's outstanding voting securities, as of July 14, 2011.
Applicant states that to the extent the number of shares of common
stock that would be issued upon the exercise of options issued under
the Other Plans and the Plan exceeds 15% of applicant's outstanding
voting securities, applicant will comply with the 20% limit in section
61(a)(3) of the Act.
    5. Applicant asserts that, given the relatively small amount of
common stock issuable to Non-employee Directors upon their exercise of
options under the Plan, the exercise of such options would not, absent
extraordinary circumstances, have a substantial dilutive effect on the
NAV of applicant's common stock.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-20103 Filed 8-8-11; 8:45 am]
BILLING CODE 8011-01-P