Handbooks | January 2023

 

Insight

Non-US issuers: US public offerings filing requirements

KPMG and Latham & Watkins help navigate financial statement requirements under federal securities laws: non-US issuers.

Timothy Brown

Timothy Brown

Partner, Dept. of Professional Practice, KPMG US

+1 212-954-8856

Erin McCloskey

Erin McCloskey

Partner, Dept. of Professional Practice, KPMG US

+1 212-872-5718


This 2023 edition of the financial statement requirements in US securities offerings focuses on the requirements for new registration statements in public offerings by foreign private issuers.

Applicability

  • Foreign private issuers that will be filing registration statements in public offerings 

Relevant dates

  • Effective immediately

Key impacts

Provides guidance on:

  • Financial statement requirements in public offerings, including what to file and when financial statements are considered ‘stale’.
  • Additional financial information required for certain specific situations, such as recent and probable acquisitions.
  • Additional information on other related issues, such as non-GAAP financial measures and internal control over financial reporting.
  • Practices in the Rule 144A market.

Report contents

  • The basics of financial statement requirements
  • Additional financial information for certain specific situations
  • Some related issues
  • Special considerations in Rule 144A transactions

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