UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10‑K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:
  
Commission File Number:
December 31, 2021
  
001-32111

 
STRUCTURED PRODUCTS CORP.,
  
 
on behalf of
  
     
 
CorTS Trust For J.C. Penney Debentures
  
     
 
(Exact name of registrant as specified in its charter)
  
     
Delaware
  
13-3692801
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
 
388 Greenwich Street
New York, New York 10013
  
 
(Address of principal executive offices) (zip code)
  
     
Registrant's telephone number including area code:
  
212-723-4070
     
     

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
 ☒  

1
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 have filed 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
☐
   
[Rule 405 of Regulation S-T is not applicable.]
     
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.     ☐
 
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.
Not Applicable.
As of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc.
Documents Incorporated by Reference
The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q, which includes the reports filed on Form 8-K listed in Item 15(b) hereto.


2
Introductory Note

Structured Products Corp. (the "Depositor") is the depositor under the Base Trust Agreement, dated as of May 21, 1999, as supplemented by the CorTS Supplement, dated as of May 21, 1999, by and between the Depositor and U.S. Bank Trust National Association, as Trustee (the "Trustee"), providing for the issuance of the CorTS Trust For J.C. Penney Debentures, Corporate-Backed Trust Securities (CorTS) Certificates (the "Certificates") and is the depositor for the Certificates (the "Registrant").  The Certificates do not represent obligations of or interests in the Depositor or the Trustee.

Old Copper Company, Inc. (formerly known as J.C. Penney Company, Inc.) is the issuer of the securities relating to the Certificates.  Old Copper Company, Inc. and certain of its subsidiaries commenced voluntary cases under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas.  The plan of reorganization of Old Copper Company, Inc. became effective January 30, 2021.

No distributions were made on the Certificates in 2021.  Reference is made to the plan of reorganization of Old Copper Company for further information as to the treatment of the debentures relating to the Certificates.

3
PART I

Item 1.
Business
   
 
None.
   
Item 1A.
Risk Factors
   
 
None.
   
Item 1B.
Unresolved Staff Comments
   
 
None.
   
Item 2.
Properties
   
 
None.
   
Item 3.
Legal Proceedings
   
 
None.
   
Item 4.
Mine Safety Disclosures
   
 
None.

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 were removed from listing on the New York Stock Exchange as evidenced by Form 25 on June 4, 2020 following the filing by J.C. Penney Company, Inc. as a debtor under the United States Bankruptcy Code.
   
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
   
 
None.
   
Item 8.
Financial Statements and Supplementary Data
   
 
None.
   
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
   
 
None.
   
Item 9A.
Controls and Procedures
   
 
Not applicable.

4
Item 9B.
Other Information
   
 
None.
   
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
   
 
Not Applicable
   
PART III

Item 10.
Directors, Executive Officers and Corporate Governance
   
 
None.
   
Item 11.
Executive Compensation
   
 
Not Applicable.
   
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   
 
Information required by Item 201(d) of Regulation S-X:  Not applicable.
 
Information required by Item 403 of Regulation S-X:  None.
   
Item 13.
Certain Relationships and Related Transactions, and Director Independence
   
 
None.
   
Item 14.
Principal Accounting Fees and Services
   
 
Not Applicable.

PART IV

Item 15.
Exhibits, Financial Schedules and Reports on Form 8-K
     
(a)
  
The following documents are also filed as part of this Report:
     
 
3.
Exhibits:
     
   
31.1
Certification by President 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.
       
(b)
  
The following reports on Form 8-K were filed during the period covered by this report and are hereby incorporated by reference:

 
1.
Trustee’s Distribution Statement for the March 1, 2021 Distribution Date filed on Form 8-K on March 9, 2021.
 
2.
Trustee’s Distribution Statement for the September 1, 2021 Distribution Date filed on Form 8-K on September 13, 2021.  Please note, that Items 4 and 5 of Exhibit 1 to the September 1, 2021 Form 8-K failed to reflect the exercise of the exchange right on April 13, 2020, as reflected in the Form 8-K filed on such date. Accordingly, as of September 1, 2021, the aggregate principal amount of debentures held in trust was $98,854,000 and 3,954,160 of Certificates representing $98,854,000 aggregate Certificate Principal Balance were outstanding.

(c)
  
See item 15(a)(3) above.

Item 16.
Form 10-K Summary:
     
    None.



5
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.


 
Structured Products Corp., as Depositor
   
Dated:  March 16, 2022
By:
/s/Jeffrey Kania 
  
 
Name:
Jeffrey Kania
 
Title:
President (senior officer in charge of securitization function of the Depositor)




6
EXHIBIT INDEX

Exhibit
    
Page
31.1
Certification by President 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.
 
    










7


Exhibit 31.1


CERTIFICATION

I, Jeffrey Kania, certify that:

1. I have reviewed this annual report on Form 10-K, 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 Structured Products Corp., on behalf of CorTS Trust For J.C. Penney Debentures;

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 pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports; and

4. I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar, 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.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank Trust National Association.


 
By:
/s/Jeffrey Kania 
  
 
Name:
Jeffrey Kania
  
 
Title:
President (senior officer in charge of securitization function of the Depositor)
 
Date:
March 16, 2022
  













Exhibit 99.1


ANNUAL COMPLIANCE REPORT

The undersigned, being an officer of U.S. Bank Trust National Association, as trustee (the “Trustee”), with respect to CorTS Trust For J.C. Penney Debentures, on whose behalf Structured Products Corp. has prepared this annual report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), certifies as follows:

1. The Trustee is the trustee under the trust agreement.

2. Based on my knowledge, for the periods included in the year covered by the Annual Report, the Trustee has fulfilled its obligations, including any servicing obligations, under the trust agreement.


          /s/Janet P. O’Hara                             
 
Name:
Janet P. O’Hara
 
Title:
Vice President
 
Date:
February 7, 2022