The FAST Act streamlines the JOBS Act for Emerging Growth Companies

If you have not had time over the holidays to read Congress’ newly-minted 490 page “FAST Act” highway bill (Fixing America’s Surface Transportation Act), you may want to skip to page 472.

The FAST Act has a few added provisions pertinent to capital markets, start-ups & Emerging Growth Companies planning an IPO. These updates work on top of the JOBS Act (Jumpstart Our Business Startups).

egcsign

Currently, via the JOBS Act, an Emerging Growth Company (EGC) – defined as a company with less than $1 billion in recent annual revenues –  must publicly file its IPO registration statement not fewer than 21 days prior to the start of its deal roadshow. Under the FAST Act, this window has been reduced to 15 calendar days.

Also, the FAST Act offers companies a slight “grace period” if during the lengthy IPO review process with the SEC, the company grows and generates more than $1 billion revenue threshold. They can finish the process as an EGC.

Click here for an illustrative overview of the lengthy “back-and-forth” an IPO registration has with the SEC.

Finally, under the JOBS Act, EGCs are required to supply two years of audited financial statements within their initial confidential submissions or public filings of the S-1 registration statement. Much like “grace period” mentioned above, the FAST Act now permits companies to omit historical financial information if that information would not be required in a registration statement at the time of the deal roadshow. This simplifies the work for EGCs that would complete a fiscal year during the formal SEC review process.

The full text of the FAST Act can be found here. And I don’t know why capital markets matters are buried on page 472 in a 490 page highway / transportation bill either.

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