SEC Allows All Companies to Submit Confidential Draft IPO Registration Statements
Beginning July 10, 2017, the SEC will permit all companies to submit draft IPO registration statements for review on a non-public basis. Companies will also be able to submit registration statements for non-public review within the first year the company has been a public reporting company.
Previously, the Jumpstart Our Business Startups Act of 2012 (the JOBS Act) permitted only “emerging growth companies” to submit confidential draft registration statements. Generally, emerging growth companies have total annual gross revenues of less than $1 billion.
Confidential draft registration statements are submitted electronically via the SEC’s EDGAR system. They should be accompanied with a cover letter confirming that the issuer will publicly file the registration statement and all nonpublic draft submissions at least 15 days before launching any road show for the offering (or at least 48 hours in the case of a follow-on offering within the first year an issuer has been a public reporting company). Confidential draft registration statements should be substantively complete when submitted, although the SEC will not delay processing if the issuer omits financial information it reasonably believes will not be required when the registration statement is publicly filed.
The full announcement by the SEC can be found here.
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