A company files a universal shelf registration on Form S-3 covering $2 billion of various securities. Eighteen months later, it has conducted takedowns totaling $1.2 billion. It now wants to issue $1.5 billion of senior notes. What must the company do?

Why B — WKSI: add via automatic shelf amendment; non-WKSI: file a new registration statement for the excess

The answer depends on the issuer's status. Well-known seasoned issuers have the unique ability to file an automatic shelf registration that becomes effective immediately and can add new securities or increase amounts through automatically effective post-effective amendments, essentially giving them unlimited shelf capacity. Non-WKSI issuers would need to file a new registration statement to cover the excess amount ($700 million beyond the remaining $800 million on the existing shelf). This flexibility is one of the significant advantages of WKSI status in the capital markets.