Permissible Communications: Pre-Filing Period
Chapters in this video
- 0:00 The pre-filing minefield and six safe harbors
- 1:02 WKSI oral and written offers with no audience limits
- 3:01 The 30-day buffer and underwriter exclusion
- 4:33 Reporting versus non-reporting issuer information rules
- 5:41 Offering notice versus generic ad distinction
- 6:25 EGC test-the-waters with QIBs and IAIs only
- 7:36 Rapid-fire exam recap
What this video covers
- Why a well-known seasoned issuer (WKSI) can make both oral and written offers before filing with zero audience restrictions, and how that powers overnight follow-on deals
- The free-writing prospectus (FWP) legend and prompt-filing requirement that attaches to WKSI written pre-filing offers
- How the 30-day safe harbor measures backward from the filing date, not the effectiveness date, and why underwriters are strictly excluded
- The difference between reporting issuers (factual plus forward-looking information, materially consistent past practice) and non-reporting issuers (factual only, non-investor audience only) under the regularly-released-information safe harbors
- The fatal flip between the proposed registered offering notice (names issuer, cannot name underwriters) and the generic investment company ad (cannot name fund, must name sponsor)
- Why an emerging growth company (EGC) can test the waters before or after filing but only with qualified institutional buyers (QIBs) and institutional accredited investors (IAIs)
- Which safe harbors are non-exclusive versus which are categorical exemptions, and what happens when an issuer steps outside the boundaries
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