Shelf Registration and Well-Known Seasoned Issuers

What this video covers

• What shelf registration is: registering securities for continuous or delayed offerings rather than deal-by-deal registration
• The three shelf types and their critical distinctions: primary shelf (3-year expiration), resale shelf (no fixed expiration), and automatic shelf (3-year expiration, WKSI-only)
• The two independent WKSI size thresholds: 700 million dollar public float OR 1 billion dollar of registered non-convertible securities issued in the last 3 years
• Why WKSI qualification is strictly an OR test, not an AND test, and how debt-heavy issuers with no public equity can still qualify
• What makes an issuer "ineligible" and why ineligible-issuer status revokes WKSI privileges regardless of size
• How the automatic shelf becomes effective immediately upon filing with no Securities and Exchange Commission (SEC) review, and why this differs from standard primary shelves
• Why the WKSI free-writing exemption combined with the automatic shelf enables overnight execution, not the automatic shelf alone
• How takedowns work mechanically via prospectus supplement plus base prospectus, and what WKSI-specific omissions are permitted at initial filing
• When the nine-month financial statement freshness rule requires updated financials before a takedown can proceed