Updating edgar access codes


12-Jun-2016 00:54

This is particularly helpful in the case of adverse market conditions, regulatory concerns or weak investor demand in response to testing-the-waters communications.

Further, an EGC may withdraw its draft registration statement and terminate the IPO process without ever making a public filing, thus removing a potential disincentive to commencing an IPO and permitting the immediate pursuit of a private placement.

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A copy of the staff’s announcement regarding the expanded confidential submission process is available here, and a copy of the SEC’s press release is available here.

Pending further updates to Form ID, the new issuer should indicate on that form that it intends to use the codes to submit a draft registration statement, even if it is not an EGC.

This will help preserve the nonpublic status of the issuer’s drafts until they are publicly filed.

As was the case before this announcement, only an EGC (or a person authorized to act on an EGC’s behalf) is permitted to make oral and written testing-the-waters communications to qualified institutional buyers and institutional accredited investors before or after the filing of a registration statement to gauge their interest in the offering.

It does not similarly ease the testing-the-waters provisions of the Securities Act of 1933, as amended (Securities Act).

Those issuers and transactions include the following: A company that does not qualify as an EGC may submit a draft initial Securities Act registration statement for nonpublic review, provided that the initial draft registration statement and all subsequent nonpublic draft submissions are publicly filed with the SEC at least 15 days prior to any road show (or at least 15 days prior to the requested effective date, if no road show).