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Series 79: Underwriting & New Financing
Series 79 practice questionhardShelf Registration

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?

  1. AFile a completely new shelf registration for the additional $700 million
  2. BIf the company is a WKSI, it can add the additional securities through an automatically effective post-effective amendment or a new automatically effective shelf; if not a WKSI, it must file a new registration statement for the excess amount✓ Correct answer
  3. CThe company cannot issue more than the original shelf amount under any circumstances
  4. DRequest SEC permission to exceed the shelf amount
Explanation

Why BIf the company is a WKSI, it can add the additional securities through an automatically effective post-effective amendment or a new automatically effective shelf; if not a WKSI, it must file a new registration statement for the excess amount

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.

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