17. Review and Approval of Investor Materials Flashcards
(10 cards)
A _______ is the long-form registration statement for new securities (typically an IPO)
S-1
A ______ is a short form registration statement that can be used by an issuer that has been 1) public for at least ________ and 2) has a public float of at least $______ (typically used for follow-on offerings)
S-3
One year
$75mm
A _______ is used to register securities issued as part of M&A
S-4
A Well-Known Seasoned Issuer (WKSI) is defined as ….. (Size test and SEC Filing test)
Size
Public equity: $700mm+ in public float (excluding affiliates / insiders)
Debt: $1bn of non-convertible debt in last 3 years
SEC Filing
Been an SEC filler for at least one year
NOTE - investment companies (ie. Mutual funds) could NEVER be WKSIs
What are two benefits of being a Well-Known Seasoned Issuer (WKSI)?
1) automatic shelf registration (ASR) via Form S-3
2) Can use a free-writing prospectus (FSP) at any time
What communications are typically excluded from the definition of a prospectus (33 Act)?
1) name and address of the issuer
2) brief description of the company’s principal products
3) itemization of the company’s main business segments
What information must be included in a registration statement for a new stock issue re the specific funds that will be raised in offering?
net proceeds
And
Use of proceeds
The SEC requires any prospectus older than _____ months not contain financial information older than _____ months
older than 9 months
Older than 16 months
True / false: a FWP may include information beyond the registration statement’s content, provided it does not conflict with that information
true
When does a shelf registration expire, assuming it is not renewed with the filing of a new registration statement?
180 days after the third anniversary of the filing
