The SEC has made the capital raising process easier for companies

KPMG reports on the SEC’s recent changes to the securities registration process. The announced changes will make it easier for companies to conduct IPOs and other securities offerings.

Applicability

Companies (other than issuers of asset-backed securities) that are planning:

• An initial Securities Act offering or initial registration of securities under Section 12(b) of the Exchange Act (required for listing on a national securities exchange)
• A Securities Act offering within one year of an initial public offering (IPO) or Section 12(b) registration

Relevant dates

• Effective immediately

Key impacts

• The Division of Corporation Finance is accepting voluntary draft registration statement submissions for nonpublic review from prospective issuers other than issuers of asset-backed securities
• The SEC staff issued two Compliance and Disclosure Interpretations (C&DIs) that address when Emerging Growth Companies (EGCs) and non-EGCs may omit annual and interim financial information from draft registration statements
• The Division of Corporation Finance has made multiple announcements about a prospective issuer’s ability to request a waiver to omit required financial information using S-X Rule 3-13

Report contents

• Expanded nonpublic reviews of registration statements
• Omission of financial information from draft registration statements
• Waiver of financial statement requirements under S-X Rule 3-13

Related content

Defining Issues: SEC expands nonpublic reviews of registration statements