A company that has been public for three years with a market cap of $5 billion wants to raise $400 million through a follow-on offering. The company is current on all SEC filings. Which registration approach would be most efficient?

Why B — Conduct a takedown from an existing shelf registration on Form S-3, or file a new shelf if one is not in place

A large-cap company that has been reporting for more than 12 months and has a public float well above $75 million is eligible to use Form S-3, and likely qualifies as a well-known seasoned issuer. The most efficient approach is to take down from an existing shelf registration or file a new one, which would become effective immediately for a WKSI. This allows the company to access the market quickly when conditions are favorable, with a prospectus supplement providing the deal-specific terms. Filing a new S-1 would be unnecessarily time-consuming and costly.