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Confidential Registration Statements; IPO, Secondary, or Follow-on Offerings - YouTube
Channel: LawCast
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I鈥檓 attorney Laura Anthony founding partner
of Legal & Compliance, a full service corporate,
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securities, and business transactions law
firm.
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Today is the continuation in a LawCast series
talking about the recent change to allow all
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companies to file draft confidential registration
statements.
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The SEC recently expanded the ability to file
confidential registration statements for all
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companies completing an initial public offering,
or follow-on or secondary offering that is
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filed within the first 12 months of first
becoming publicly reporting and for Section
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12(b) Exchange Act registration statements.
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The ability to file confidential draft registration
statements was previously limited to emerging
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growth companies, or EGC鈥檚 and companies
filing Regulation A+ offering circulars for
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their first time regulation A+ offerings.
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A registration statement under Section 12(b)
of the Securities Exchange Act is necessary
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to register a security for listing on a national
securities exchange.
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A Form 10 or, under certain circumstances,
a Form 8-A is used to register securities
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under Section 12(b).
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It should be noted that those are the same
forms, Form 10 or Form 8(a) that is used to
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register securities under Section 12(g) of
the Exchange Act.
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Section 12(g) registrations are required when
companies meet certain shareholder or asset
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thresholds, but can also be filed voluntarily.
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As mentioned, the SEC will accept confidential
draft registration statements for follow-on
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offerings that are submitted prior to the
end of the twelfth month following the effective
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date of the company鈥檚 initial Securities
Act registration statement or Section 12(b)
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Exchange Act registration statement.
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In this case, the company must file a cover
letter confirming that it will file all public
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registration statements and nonpublic drafts
previously submitted at least 48 hours prior
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to any requested effective date.
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In the case of a follow-on registration, the
SEC will only allow a confidential submission
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of the first draft.
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Any subsequent amendments responding to SEC
comments would need to be filed publicly.
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The company also must file the initial confidential
filing, publicly, when it submits its first
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public filing of the registration statement,
so any prior nonpublic filing would then need
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to be made public.
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In general, the SEC will review draft registration
statements and related revisions on a nonpublic
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basis, except for follow-on offerings if the
company files a cover letter with the initial
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draft registration statement confirming that
the company will file publicly file the registration
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statement and all nonpublic draft submissions
at least 15 days prior to the anticipated
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effective date of the registration for its
listing on a national exchange.
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As noted if it鈥檚 a follow-on offering, only
that first draft can be filed and reviewed
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confidentially.
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I鈥檓 securities attorney Laura Anthony, founding
partner of Legal & Compliance, and producer
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of LawCast.
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Should you have any questions about today鈥檚
topic, please visit SecuritiesLawBlog.com
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and LawCast.com, or contact me directly.
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Inquiries of a technical nature are always
encouraged.
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