On 12 March 2014, the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") published a revised statement on waivers of ineligible issuer status under the rules for qualifying as a "well known seasoned issuer" ("WKSI"). WKSI status provides large issuers that regularly access the US capital markets with certain flexibilities in the communications and registration process, including automatic effectiveness of registration statements, which are not subject to SEC review.
To qualify as a WKSI, an issuer may not be an "ineligible issuer". Rule 405 of the Securities Act of 1933 defines an "ineligible issuer" to be, among other things, an issuer that has (or whose subsidiary has) been convicted of a felony or misdemeanor specified in four enumerated provisions under Section 15 of the Securities Exchange Act of 1934 or violated the antifraud provisions of the federal securities laws. The revised statement updates the SEC statement issued in 2011, which provided guidance on what constitutes "a showing of good cause" for purposes of an ineligible issuer waiver request.
The revised statement provides a more detailed framework of what factors the SEC will take into consideration when granting waivers of ineligible issuer status.
The revised statement is available at: http://www.sec.gov/divisions/corpfin/guidance/wksi-waivers-interp-031214.htm
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
