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?
- AFile a completely new shelf registration for the additional $700 million
- 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
- CThe company cannot issue more than the original shelf amount under any circumstances
- DRequest SEC permission to exceed the shelf amount
Explanation
Why B — If 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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