Category Archives: SEC Regulations

Video webinar: Using Regulation A+ to list on a stock exchange

As detailed in our Bloomberg / Vintage educational webcast on the similarities and differences between the Reg A+ and time-tested IPO processes, Reg A+ can be a vehicle (Elio Motors pun intended) to list onto a national exchange.

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So far, Elio Motors is the only Reg A+ issuers to execute that. It’s also interesting to learn of how an underwriter can participate in the process. 

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Our experts on the webinar:

GARY EMMANUEL, PARTNER, MCDERMOTT WILL & EMERY

Mr.Gary Emmanuel focuses his practice on corporate securities matters.  With over 15 years of experience, Mr. Emmanuel represents both domestic and foreign companies that are navigating the process of capital raising, including initial public offerings, registered direct offerings, follow-on offerings, private placements, private investment in public equities (PIPEs) and bridge financings. He has worked extensively with biotechnology and other life science companies, both as company counsel and as underwriter’s counsel.  He advises companies on issues relating to disclosure, periodic reporting, corporate governance, American Depositary Receipt (ADR) programs, and the rules of the NYSE MKT, NYSE and NASDAQ. He also counsels companies in a wide variety of corporate transactions including licensing, reverse mergers, acquisitions and joint ventures.  Mr. Emmanuel previously served in the Military Court of Appeals of the Israel Defense Forces during his army service and holds the military rank of legal officer.

Mr.Emmanuel is admitted to practice in New York and Israel.  He earned his LLB, with honors, from Queen Mary University of London and his LLM from Yeshiva University – Benjamin N. Cardozo School of Law.

DAVID ETHRIDGE, MANAGING DIRECTOR, DEALS & U.S. IPO SERVICES LEADER, PWC

Mr.David Ethridge is the Managing Director in the firm’s Deals practice and U.S. IPO Services leader. He helps PwC clients prepare for accessing the equity capital markets through an IPO, advising them throughout the life of the IPO process, from pre-IPO readiness assessment to planning, the offering process, potential pitfalls and challenges and beyond.

Mr.Ethridge is a veteran IPO professional with more than 25 years of experience built around the equity capital markets, advising clients to globally on their plans to access the U.S. equity markets via IPOs, follow-on offerings, Convertibles, registered direct, and PIPEs. Prior to his role at PwC, he led the New York Stock Exchange (NYSE) Capital Markets practice for five years, a role which follows 20 years of experience in investment banking. Under his leadership, the NYSE became the overall leader both in the U.S. and globally for IPOs, most notably in the technology sector. Throughout his career, he has advised and executed over 100 IPOs; including helping execute the largest IPO in history when he was leading the NYSE team.

Mr.Ethridge received a M.B.A from Harvard Business School and a B.A. in economics from Davidson College.

GORDON RUCKDESCHEL, VICE PRESIDENT, OPERATIONS,  VINTAGE, A DIVISION OF PR NEWSWIRE

Mr. Gordon Ruckdeschel has over twenty years of experience in the mutual fund and EDGAR/financial services industry.  He currently manages Operations for Vintage (a division of PR Newswire), including the full service EDGAR, XBRL, typesetting and print capabilities across Vintage’s three practice areas (Capital Markets, Corporate Services and Funds & Institutional Services).  Previously, Mr. Ruckdeschel headed up the organization’s Investment and Structured Finance account team.  He is continually learning and managing new projects, most recently working with staff and clients on Regulation A+ filings.

The success of the Confidential S-1 filing process is not confidential

On July 21, we celebrated the sixth birthday (anniversary?) of Dodd-Frank, and although some of the ruling’s initiatives are less than beloved by many, aka Volcker Rule, the “confidential IPO” bucketed under the JOBS Act has been an undisputed success.

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I was reminded of this when reviewing last week’s list of companies who officially became “issuers.” All three were Emerging Growth Companies (EGC) and all three filed as a confidential IPO.

  • Airgain (wireless telecommunication equipment) filed confidentially as an EGC in Aug 2014, filed publicly in Jul 2016, raised $12m – priced below the range – traded on the NASDAQ on Aug 12
  • Protagonist Therapeutics (biopharmaceuticals) filed confidentially as an EGC in May 2016, filed publicly in Jul 2016, raised $90m – priced within the range – traded on the NASDAQ on Aug 11 and finished the day down 3%
  • Medpace (clinical contract research company) filed confidentially as an EGC in Mar 2016, filed publicly in Jun 2016, raised $161m – priced within the range – traded on the NASDAQ on Aug 11 and finished the day up 21%

What is: Emerging Growth Company 

An Emerging Growth Company (EGC) is an issuer that has total annual gross revenues of less than $1 billion during its most recently completed fiscal year. 

What is: Confidential filing process 

An Emerging Growth Company can submit a confidential draft IPO registration to the SEC for review in advance of its initial public offering. This allows the company to hone their message and offering – especially with the SEC.It allows the company to change their mind about going public without anyone knowing. Publicly “pulling their IPO” is often viewed as a failure.

DOWNLOAD THE WORKFLOW WHITEPAPER HERE

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The EGC and SEC are prohibited from publicly disclosing the confidential filing, comments, and amendments during this review process. As the EGC moves closer toward its IPO, the JOBS Act requires that these filings be made available to the public.

The EGC would be required to publicly file their draft registration and amendments, with the SEC no later than 15 days before its roadshow. Plus the SEC staff will publicly release its comment letter and responses to staff comment letters on confidential draft submissions after the registration statement for the IPO becomes effective but no sooner than 20 days after the effective date.

As you see in the three companies above, confidential does not equate to simple. Airgain needed two years to get into position.

What is: IPO Compliance Requirements

IPO requirement Traditional IPO registrant ECG JOBS Act
Registration process Public Confidential
Audited financial statements 3 Years 2 Years
Selected financial data 5 Years 2 Years
Executive compensation disclosures Full Equal to smaller reporting companies disclosures

 What about: XBRL

The JOBS Act does not exempt EGCs from complying with the tagging requirements established by the XBRL requirements applicable to SEC registrants.

 

 

 

 

The SEC suggests redefining “smaller” to reduce filing burden for some issuers

alpahabetThe SEC has proposed an updated change regarding the definition and subsequent qualification of a SRC: smaller reporting company. 

Today, US issuers qualify as a SRC if they either 1.) have a public float of less than $75 million or 2.) for issuers without a public float, annual revenues of less than $50 million.

The benefit of being a SRC company is a lighter disclosure burden under Regulation S-K and Regulation S-X including only having to disclose two years of audited financial statements and zero Compensation Discussion & Analysis reporting responsibility.

The new update would allow issuers to be re-classified as a SRC if they have 1.) a public float of less than $250 million or 2.) for companies without a public float, annual revenues of less than $100 million.

The updates are projected to reduce the work burden and costs for reporting (while still protecting investors) for close to 800 current non-SRC issuers… about 11% of all SEC reporting issuers.

One point: issuers with more than $75 million in public float, even if reclassified as a SRC, are still accelerated filers. Their 10-Q and 10-K filings deadlines do not change nor does their Sarbanes-Oxley 404 auditor verification reporting. Also, a SDC is still required to file XBRL our team will assist in keep those fees low and accuracy high.

If all that is not confusing enough, a SRC can also be an EGC which may be not have SOX responsibilities. For sure, talk to your SEC lawyer, PDQ. You know… CYA.

Comments on the proposed rules are due August 30, 2016.

Video webinar: Testing the waters with Regulation A+ is similar to conventional IPO

Our Bloomberg / Vintage educational webcast on the similarities and differences between the RegA+ and time-tested IPO processes was extremely well attended – and rightly so. Our experts brought their best.This video snippet is an example.

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Their insight and counsel is very straight-forward which is extremely useful in context to the semi-undefined Reg A+ atmosphere we’re current breathing.

“Testing the waters is really one of the great, great feature of Regulation A+ It allows an issuer to reach out to its potential base of investors to solicit interest in the offering at any time before you go effective with the SEC. And that includes before filing any offering circular with the SEC.”

~ Gary Emmanuel, Partner, McDermott Will & Emery

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Reg A+’s Testing the Waters provision allows a Tier II issuer to first canvas the capital market to see whether there is satisfactory investor interest prior the deep dive and full commitment of a securities offering.

It can be a very flexible program, however there are strict guidelines in place to protect investors:

  • Issuers can Test the Waters by oral or written communications discussing potential the offering with potential investors, both before and after filing Form 1-A with all supporting materials filed as exhibits to Form 1-A.
  • All solicitation materials must include a legend (see below), and must be preceded or accompanied by the Offering Circular after public filing.
  • Testing the Waters communications are considered offers of securities and are subject to anti-fraud provisions of securities laws.
  • Solicitation materials must be included in the Offering Circular and be publicly available to the entire population of prospective investors: nonaccredited as well as accredited investors (note: Tier II offerings have protective limits on nonaccredited investors).
  • Issuers may solicit interest via social media like Twitter by including an active hyperlink to the Offering Circular to satisfy the requirements of applicable securities laws.
  • Issuers may advertise on their own, without a broker/dealer and may target selective investors: ie sector-based based, etc.

All Testing the Waters communications must include a Legend stating that:

  • No money or other consideration is being solicited or accepted.
  • Offers to buy the securities cannot be accepted, and no part of the purchase price can be received until the Form 1-A is qualified and any offer can be withdrawn or revoked at any time before notice of its acceptance is given after the qualification date.
  • That an indication of interest involves no obligation or commitment of any kind.
  • Contacts of a person from whom the preliminary OC can be obtained, a preliminary URL to access the Offering Circular, or copy of the document (only required in Testing the Waters communications made after a Form 1-A has been filed).

Our experts:

GARY EMMANUEL, PARTNER, MCDERMOTT WILL & EMERY

Mr.Gary Emmanuel focuses his practice on corporate securities matters.  With over 15 years of experience, Mr. Emmanuel represents both domestic and foreign companies that are navigating the process of capital raising, including initial public offerings, registered direct offerings, follow-on offerings, private placements, private investment in public equities (PIPEs) and bridge financings. He has worked extensively with biotechnology and other life science companies, both as company counsel and as underwriter’s counsel.  He advises companies on issues relating to disclosure, periodic reporting, corporate governance, American Depositary Receipt (ADR) programs, and the rules of the NYSE MKT, NYSE and NASDAQ. He also counsels companies in a wide variety of corporate transactions including licensing, reverse mergers, acquisitions and joint ventures.  Mr. Emmanuel previously served in the Military Court of Appeals of the Israel Defense Forces during his army service and holds the military rank of legal officer.

Mr.Emmanuel is admitted to practice in New York and Israel.  He earned his LLB, with honors, from Queen Mary University of London and his LLM from Yeshiva University – Benjamin N. Cardozo School of Law.

DAVID ETHRIDGE, MANAGING DIRECTOR, DEALS & U.S. IPO SERVICES LEADER, PWC

Mr.David Ethridge is the Managing Director in the firm’s Deals practice and U.S. IPO Services leader. He helps PwC clients prepare for accessing the equity capital markets through an IPO, advising them throughout the life of the IPO process, from pre-IPO readiness assessment to planning, the offering process, potential pitfalls and challenges and beyond.

Mr.Ethridge is a veteran IPO professional with more than 25 years of experience built around the equity capital markets, advising clients to globally on their plans to access the U.S. equity markets via IPOs, follow-on offerings, Convertibles, registered direct, and PIPEs. Prior to his role at PwC, he led the New York Stock Exchange (NYSE) Capital Markets practice for five years, a role which follows 20 years of experience in investment banking. Under his leadership, the NYSE became the overall leader both in the U.S. and globally for IPOs, most notably in the technology sector. Throughout his career, he has advised and executed over 100 IPOs; including helping execute the largest IPO in history when he was leading the NYSE team.

Mr.Ethridge received a M.B.A from Harvard Business School and a B.A. in economics from Davidson College.

GORDON RUCKDESCHEL, VICE PRESIDENT, OPERATIONS,  VINTAGE, A DIVISION OF PR NEWSWIRE

Mr. Gordon Ruckdeschel has over twenty years of experience in the mutual fund and EDGAR/financial services industry.  He currently manages Operations for Vintage (a division of PR Newswire), including the full service EDGAR, XBRL, typesetting and print capabilities across Vintage’s three practice areas (Capital Markets, Corporate Services and Funds & Institutional Services).  Previously, Mr. Ruckdeschel headed up the organization’s Investment and Structured Finance account team.  He is continually learning and managing new projects, most recently working with staff and clients on Regulation A+ filings.

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Reg A+ it and they will come. Kinda sorta.

Excellent recap of Reg A+ in the WSJ.

“According to the Securities and Exchange Commission, 94 companies had filed to raise a total of $1.7 billion under Reg A+ as of early June. Of those, 45 offerings seeking to raise a total of $785 million have qualified to raise funds, and just a few have actually completed their offerings.

The low tally highlights some of the challenges that small companies continue to face, as well as the JOBS Act’s limited progress in achieving its objectives. But the weak market for initial public offerings hasn’t helped.

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Among the biggest problems for the companies trying to raise funds is that they aren’t prepared for the amount of marketing needed to attract a big enough pool of potential investors.”

That last paragraph is the most germane to this blog. Vintage is the #1 Reg A+ filing agent, by far. We’ve seen our share of companies file their 1-A… and many have yet to meet their expectations. And that word – expectations – is certainly where the problem may lay. RegA+ is just a year old. To imagine seasoned “players” to walk out of the corn is not the expectation to set. RegA+ is NOT the new shell or reverse merger… there is no “get-rich-quick” path here. It’s called a mini-IPO for a simple reason – it requires the same business fortitude found with traditional IPO (form S-1) event.

That said, let’s look at a year by the numbers:

  • 94 companies
  • $1.7 billion
  • 5 offerings qualified
  • A few have actually completed their offerings

94 companies is one every 2.75 business days! $6,500,000 raised every business day! That seems like great progress for a one-year-old!   It’s much too soon to judge a “completion” rate – as he vast amount of variables that propel any company’s success is vast: marketing, management, products and promise. But the top of the funnel is strong.

Coincidentally, (ahem) one company that is the poster child for Reg A+ success is presenting live today to an audience of live, online investors at virtualinvestorconferences.com.

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Elio Motors has put all the right pieces in place for a successful Reg A+ IPO, but most essentially, marketing. One example is they reached into their database of enthusiastic motor-fans to create “investomers.” Learn more, free. Their CEO is presenting live at 1:00 PM ET.

Following in Elios’ marketing footprint (but presenting 45 minutes earlier ) is ShiftPixy. You can read their offering prospectus here.

To close out using more baseball metaphors, a Reg A+ filing was not built to be a home run. At best, it’s a base hit – and management needs to work diligently to bring the “mini-IPO” runner home, base by base, communication by communication. Reg A+ is less expensive than a normal IPO, but NOT less effort.

Interested in the Reg A+ process? DOWNLOAD our worksheet here.

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SEC proposes new S-K regulation for mining companies’ disclosures

The SEC offered rules to reform Regulation S-K in regard to the property disclosure requirements for mining companies.

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On June 16, 2016, the SEC announced the proposed rules will support global mining disclosure standards and “give investors more comprehensive information of a registrant’s mining properties that they can use to make informed investment decisions.”

PER THE SEC, the new ruling will:

  • Provide one standard that requires registrants to disclose mining operations that are material to the company’s business or financial condition
  • Require a registrant to disclose mineral resources and material exploration results in addition to its mineral reserves
  • Permit disclosure of mineral reserves to be based on a preliminary feasibility study or a final feasibility study
  • Provide updated definitions of mineral reserves and mineral resources
  • Require, in tabular format, summary disclosure for a registrant’s mining operations as a whole as well as more detailed disclosure for material individual properties
  • Require that every disclosure of mineral resources, mineral reserves and material exploration results reported in a registrant’s filed registration statements and reports be based on, and accurately reflect information and supporting documentation prepared by, a “qualified person”
  • Require a registrant to obtain a technical report summary from the qualified person, which identifies and summarizes for each material property the information reviewed and conclusions reached by the qualified person about the registrant’s exploration results, mineral resources or mineral reserves

Investors, lawyers and corporations are invites to comment over the next 60 days. To submit comments, use the SEC’s Internet submission form or send an e-mail to rule-comments@sec.gov

The complete text of the Proposed Rules is available here.

TGIV! Vintage offers courtesy hardcopy of the SEC’s Concept Release on corporate disclosure modernization

If you work in investor relations, undoubtedly you’re beginning to study the SEC’s 341-page Concept Release that is studying corporate disclosure with fresh, 21st century eyes. Time will tell, but this seems very important. 

Fortunately, to ease your eyes from PC and/or tablet screen strain, Vintage is printing the Concept Release into a book. It’s still 341 pages but at least now you can read it with your feet up.

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request

http://e.prnewswire.com/SEC-Disclosure-Concept-Release.html


The SEC’s summary: 

“The Commission is publishing this concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K.”

Some of the 340 questions address these points:

  • Principles-based or prescriptive approach to disclosure rules
  • Provide disclosure “layers” to different audiences based on their needs
  • Line item over-disclosure on non-financial matters
  • The materiality of sustainability matters
  • Periodic report exhibit filing requirements of Regulation S-K
  • Scaling requirement by market-cap or sector
  • The fate of the 10-Q
  • Readability and navigability of disclosure documents
  • Recognizing how digital technology has changed the way in which investors consume information
  • For the next 90-days, the public can respond to 340 questions.

Read more here.

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The SEC and the discussion of modernizing corporate disclosure

Last week, the SEC issued a 341-page concept release looking for public views via questions about the disclosure requirements for “periodic reports” (including earnings).

The focus/goal is reforming both the actual content of corporate disclosures as well as the manner these disclosures are presented and delivered. The SEC first tickled these ideas at the end 2013 in their JOBS Act recommendations to Congress.

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The SEC’s summary: 

“The Commission is publishing this concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K.”

  • How (and if) specific disclosures are important or useful to making investment and voting decisions and whether more, less or different information might be needed
  • How (and if) we could revise our current requirements to enhance the information provided to investors while considering whether the action will promote efficiency, competition, and capital formation
  • How (and if) we could revise our requirements to enhance the protection of investors
  • How (and if) our current requirements appropriately balance the costs of disclosure with the benefits
  • How (and if) we could lower the cost to registrants of providing information to investors, including considerations such as advancements in technology and communications
  • How (and if) we could increase the benefits to investors and facilitate investor access to disclosure by modernizing the methods used to present, aggregate and disseminate disclosure

For the next 90-days, the public can respond to 340 questions sorted into three buckets:

  1. S-K disclosure framework
  2. Information for investment and voting decisions
  3. Presentation and delivery of important information

This discussion is fundamental to next-gen investor relations practitioners and, gulp, to service providers.

From ReedSmith LLP:

“The concept release re-examines some of the most basic foundations of the U.S. disclosure regime and raises fundamental questions about whether the materiality standard is still the best approach to crafting disclosure and whether public companies should write their disclosure for sophisticated, institutional investors rather than for the individual investor. All of the questions posed by the SEC consider the need to balance investor protection with the cost to public companies of preparing disclosure.”

Some of the 340 questions address these points:

  • Principles-based or prescriptive approach to disclosure rules
  • Provide disclosure “layers” to different audiences based on their needs
  • Line item over-disclosure on non-financial matters
  • The materiality of sustainability matters
  • Periodic report exhibit filing requirements of Regulation S-K
  • Scaling requirement by market-cap or sector
  • The fate of the 10-Q
  • Readability and navigability of disclosure documents
  • Recognizing how digital technology has changed the way in which investors consume information

I guess we know what will be on the agenda at the 2016 NIRI Annual Conference this June.

Experts from Vintage and McDermott Will & Emery to Teach Life Sciences Executives the Intricacies of Crowdfunding and SEC Regulation A+

Process and practical advice presentation at Life Science Nation hosted “Redefining Early Stage Investments” Conference on April 11, Houston, TX 

NEW YORK, APRIL 8, 2016 / Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, is pleased to announce that their Vice President of Operations, Gordon Ruckdeschel, has joined a panel of industry experts to offer insight of the process and success of the SEC Regulation A+.

Ruckdeschel is a frequent presenter on the topic and is co-presenting with McDermott Will & Emery LLP partners, Eric Orsic, Chicago, and Gary Emmanuel, New York.

To watch an online, video presentation featuring Ruckdeschel and Orsic, please click here: http://e.prnewswire.com/mcdermott-vintage-rega-video.html

To watch an online, video presentation featuring Ruckdeschel and Orsic, please click here.

Agenda:

New Sources of Capital for Your Life Science Company

The SEC has just released the long awaited crowdfunding regulations on the heels of Regulation A+ that went effective in June. Together they create two new exciting pathways to raise capital for your growing life science company. Whether you are raising $1 million or up to $50 million, hear from experts who can guide you through the process with practical advice to see if these new alternatives are right for you. You’ll learn how to “Test the Waters” to assess potential investor interest, learn how to prepare the streamlined Form 1-A and how to create a market for your shares.

Ruckdeschel, Orsic and Emmanuel will be presenting at 11:00 am Central.

Learn about Reg A+ now 

To watch an online, video presentation featuring Ruckdeschel and Orsic, please click here: http://e.prnewswire.com/mcdermott-vintage-rega-video.html

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites.

About McDermott Will & Emery

McDermott Will & Emery is a premier international law firm with a diversified business practice. Numbering more than 1,100 lawyers, we have offices in Boston, Brussels, Chicago, Dallas, Düsseldorf, Frankfurt, Houston, London, Los Angeles, Miami, Milan, Munich, New York, Orange County, Paris, Rome, Seoul, Silicon Valley and Washington, D.C. Further extending our reach into Asia, we have a strategic alliance with MWE China Law Offices in Shanghai. http://www.mwe.com 

About PR Newswire

PR Newswire is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry over 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region, and is a UBM plc company. 

Media Contact:
Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157

bradley.smith@prnewswire.com

Significance, materiality and the newly monikered “non-deal 8-K”

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Wednesday’s blog post on 8-Ks for M&A brought up an interesting discussion about materiality. Unlike IR’s “non-deal 8-k,” an 8-K for M&A can be determined by quantitative math-based triggers called significance tests.

M&A 8-Ks can be defined by the significance testing described in Rule 3-05 of Regulation S-X. Rather than “being material,” the results are referred to as “significant” and the end math affects the pro forma 8-K.

Investment test = purchase price ÷ acquirer total assets

Asset test = target total assets ÷ acquirer total assets

Income test = target pre-tax income ÷ acquirer pre=tax income

When the significance results of any of these tests is greater than 20%, pro forma financial statements will generally be required to be filed via an 8-K/A mentioned yesterday. For a deep dive on this, Sherman & Sterling is recommended reading.

“Non-deal 8-K” material triggered events include:

  • Entering into amending or terminating a material contract
  • Material dispositions
  • The disclosure of quarterly or annual financial results
  • Material financing arrangements
  • The acceleration of material financing obligations
  • Material exit or disposal activities (bankruptcy or receivership)
  • Delisting or noncompliance with a listing rule
  • Unregistered sales of the company’s equity securities
  • A change in accountants
  • A change in auditors
  • A change in compensation of certain officers
  • A determination that the company’s previously issued financial statements should no longer be relied upon (restatement)
  • Changes in the board of directors
  • The appointment, retirement, resignation or termination of certain executive officers, or the entry into or amendment of a material compensatory arrangement with such officers
  • Charter and bylaw amendments
  • Amendments to or waivers of the company’s code of ethics
  • Voting results of shareholders’ meetings
  • Material debt incurred
  • Changes in control of the company

With some exceptions, 8-K are generally required to be filed with or furnished to the SEC within four business days after the occurrence of the event to be disclosed. RegFD defines the outer boundary for “prompt disclosure” to mean as soon as reasonably practical, but within 24 hours or by the start of the next day’s trading on the NYSE, regardless of where or whether the company’s stock is traded.

PS: a “non-deal 8-K” is not really a thing. It simply sounded more IR-ish than saying a “normal 8-K” in this blog post.