3 broad goals of gun-jumping rules: Mandatory Disclosure Distribution of Prospectus Restrict Information Not in Prospectus Exchange Act Reporting Issuer 1. Listing on a national exchange (§ 12(a)) 2. Over the counter stocks (§ 12(g)(1)(A)—JOBS Act of 2012) “total assets” exceeding $10 million class of equity securities held by at least 2,000 persons (or 500 investors) 3. Filing a registration statement under the Securities Act (§ 15(d)) Issuer Categories Non-reporting issuer: no periodic reports Unseasoned Issuer: Exchange Act reporting issuers not eligible to file Form S-3 (need to file Form S-1) Seasoned Issuer: Eligible to file Form S-3 but not WKSI Well-Known Seasoned Issuer (WKSI) S-3 eligible for primary offerings plus $700m n equity in the hands of non-affiliates. $1b equity in non-convertible securities (non-common equity) offerings over last three years—but only for registered offerings of non-convertible securities. Must offer only non-convertible securities (other than common equity) unless meets the $75 million float requirement of Form S-3. (OPTIONAL) Majority owned sub offerings (on parent’s registration statement) of non-convertible securities (non-common equity) that have a full and unconditional guarantee from parent WKSI issuer [shelf registration offering] (e.g. countrywide trust 1) (OPTIONAL) §5 of the 1933 Act (starting point for public offering and private placement) §5(a) “Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly to … sell [a] security through the use or medium of any prospectus or otherwise; or to carry … in interstate commerce … any … security for the purpose of sale or for after sale. In practice, registration statement comes to effect when SEC gives green light, issuer usually waive the period. §5(c) “It shall be unlawful for any person … to offer to sell or offer to buy … any security, unless a registration statement has been filed as to such security… FN 1: Get started by going in registration” (at the latest by signing letter of intent with lead underwriter)
3 broad goals of gun-jumping rules: Mandatory Disclosure Distribution of Prospectus Restrict Information Not in Prospectus Exchange Act Reporting Issuer 1. Listing on a national exchange (§ 12(a)) 2. Over the counter stocks (§ 12(g)(1)(A)—JOBS Act of 2012) “total assets” exceeding $10 million class of equity securities held by at least 2,000 persons (or 500 investors) 3. Filing a registration statement under the Securities Act (§ 15(d)) Issuer Categories Non-reporting issuer: no periodic reports Unseasoned Issuer: Exchange Act reporting issuers not eligible to file Form S-3 (need to file Form S-1) Seasoned Issuer: Eligible to file Form S-3 but not WKSI Well-Known Seasoned Issuer (WKSI) S-3 eligible for primary offerings plus $700m n equity in the hands of non-affiliates. $1b equity in non-convertible securities (non-common equity) offerings over last three years—but only for registered offerings of non-convertible securities. Must offer only non-convertible securities (other than common equity) unless meets the $75 million float requirement of Form S-3. (OPTIONAL) Majority owned sub offerings (on parent’s registration statement) of non-convertible securities (non-common equity) that have a full and unconditional guarantee from parent WKSI issuer [shelf registration offering] (e.g. countrywide trust 1) (OPTIONAL) §5 of the 1933 Act (starting point for public offering and private placement) §5(a) “Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly to … sell [a] security through the use or medium of any prospectus or otherwise; or to carry … in interstate commerce … any … security for the purpose of sale or for after sale. In practice, registration statement comes to effect when SEC gives green light, issuer usually waive the period. §5(c) “It shall be unlawful for any person … to offer to sell or offer to buy … any security, unless a registration statement has been filed as to such security… FN 1: Get started by going in registration” (at the latest by signing letter of intent with lead underwriter)
SurveyofSecurities_Choi_2016.docx