New SEC Proposal To Modify Short Form Registration Statement Eligibility Requirements And Repeal Credit Rating-Based Eligibility For Public Offerings Of Non-Convertible Debt Securities

Sheppard Mullin Richter & Hampton LLP
Contact

As previously discussed in our August 17, 2010 blog posting “Registered Public Offerings Of Debt Securities And The Use Of Credit Ratings Information In SEC Filings After Dodd-Frank,” the practice of marketing registered public offerings of debt securities with credit ratings information and related disclosure of issuer credit ratings in SEC filings is undergoing changes mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). On February 9, 2011, SEC commissioners voted unanimously to propose new eligibility requirements for short-form registration of public offerings of debt securities and related communications that will no longer be tied to an issuer’s credit rating from a nationally recognized statistical ratings organization, or NRSRO. If adopted as proposed, eligibility for offerings of non-convertible debt securities using short-form registration will be satisfied if the issuer has issued at least $1 billion of non-convertible securities in transactions registered under the Securities Act, other than equity securities, for cash during the past three years (as measured from a date within 60 days of the filing of the registration statement) and satisfies the other relevant requirements of Form S-3 or Form F-3.

Please see full article below for more information.

LOADING PDF: If there are any problems, click here to download the file.

Written by:

Sheppard Mullin Richter & Hampton LLP
Contact
more
less

Sheppard Mullin Richter & Hampton LLP on:

Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide
- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.