The Securities and Exchange Commission (SEC) is enhancing the accommodations that are available to companies for nonpublic review of draft registration statements.
In 2012, the JOBS Act permitted certain companies to confidentially submit for staff review a draft registration statement for an initial public offering (IPO). In 2017, the staff expanded these accommodations to all companies conducting certain securities offerings, including IPOs and follow-on offerings within one year of their initial public offering.
The announcement this week further expands the types of forms eligible to be submitted as draft registration statements for nonpublic review. It also permits reporting companies to submit draft registration statements for nonpublic review regardless of how much time has passed since their initial public offering. In addition, companies will have added flexibility to start the review process earlier by omitting certain underwriter disclosures from their initial submissions.
“Over the years, staff have observed companies seeking to raise capital are taking advantage of the nonpublic review process when available. Expanding these popular accommodations will provide new and existing companies greater flexibility to explore and plan public offerings,” Cicely LaMothe, acting director of the SEC’s Division of Corporation Finance, said. “These enhanced accommodations will further support capital formation while retaining investor protections available to purchasers in public offerings.”
The SEC’s Division of Corporation Finance is leading this effort.