Well-Known Seasoned Issuer (WKSI) | Practical Law (2024)

FAQs

Who is a well known seasoned issuer? ›

To qualify as a WKSI, a company must have timely filed periodic reports for 12 months, not defaulted on any debts or long-term leases, have over $700 million in public float, and have issued more than $1 billion in non-convertible debt securities in primary offerings.

For an issuer to qualify as a WKSI, they must satisfy the three requirements of SEC Rule 405: The issuer must meet the requirements of Form S-3. This essentially requires that the issuer has (a) timely filed periodic reports for 12 calendar months and (b) not defaulted on any indebtedness or long-term leases.

“Well-known seasoned issuer” (“WKSI”), as defined in Rule 405 of the Securities Act of 1933(“Securities Act”), is a seasoned issuer that, among other things, is not an ineligible issuer and has a worldwide market value of its outstanding voting and non-voting common equity held by non-affiliates of $700 million or more ...

Expiring Shelf Registration and Loss of WKSI status. If at the time of filing a replacement shelf due to the expiration of the existing shelf, a company's public float has decreased to the point it will no longer be considered a WKSI, the company can continue to use the expiring automatic shelf for a grace period.

A company may also qualify as a WKSI if, as of a date within 60 days of the determination date, the issuer has issued in the last three years at least $1 billion aggregate principal amount of non-convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the ...

An issuer is a legal entity that develops, registers and sells securities to finance its operations. Issuers may be corporations, investment trusts, or domestic or foreign governments. Issuers make available securities such as equity shares, bonds, and warrants.

Federal Rule of Evidence 405 states: (a) Reputation or opinion. In all cases in which evidence of character or a trait of character of a person is admissible, proof may be made by testimony as to reputation or by testimony in the form of an opinion.

Rule 405 under the Securities Act defines an “affiliate” as follows: “An affiliate of, or person affiliated with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.” This definition is ...

Under clause (2) of the definition of ineligible issuer in Rule 405 of the Securities Act, an issuer shall not be an ineligible issuer if the Commission determines, upon a showing of good cause, that it is not necessary under the circ*mstances that the issuer be considered an ineligible issuer.

As of some date within 60 days of its eligibility determination date, it must have had an outstanding minimum $700 million in worldwide market value of voting and non-voting equity held by non-affiliates or have issued in the last three years at least $1 billion aggregate amount of non-convertible securities other than ...

How to calculate public float? ›

Public float is calculated by multiplying the number of the company's common shares held by non-affiliates by the market price and, in the case of an IPO, adding to that number the product obtained by multiplying the common shares covered by the registration statement by their estimated public offering price.

The issuers who fall into this ignominious class include issuers that have failed to file required reports during the preceding 12 months; shell or “blank check” companies (defined as development stage companies with no specific business plan) and issuers of penny stock;\ issuers that have declared bankruptcy; and ...

Under Securities Act Rule 405, a WKSI is an issuer that meets the registrant requirements of Form S-3 or Form F-3 and either: (1) “as of a date within 60 days of determination date, has a worldwide market value of its outstanding voting and non-voting common equity held by non-affiliates of $700 million or more”; or (2 ...

An issuer may file an automatic shelf registration statement if it meets the Well-Known Seasoned Issuer (WKSI) eligibility criteria on the initial filing date. Whether an issuer continues to qualify as a WKSI is generally determined on an annual basis.

Rule 415 of the Securities Act, however, provides, “securities may be registered for an offering to be made on a continuous or delayed basis in the future.” That is, Rule 415 creates a carve-out from Section 5's requirement that issuers must file a registration statement to offer securities by allowing issuers to offer ...

An Issuer is a bank or financial institution which provides debit, credit, and prepaid cards to consumers on behalf of payment card schemes. Typical payment card schemes include Visa and Mastercard, for example.

For example, AirBnB's initial public offering (IPO) is an example of an issuer transaction occurring in the primary market. The company raised $3.5 billion after selling over 50 million shares to the public. Once AirBnB's stock was sold in the IPO, its shares began trading in the secondary market between investors.

The bond issuer is the borrower, while the bondholder or purchaser is the lender. At the maturity of the bond, bond issuers repay the bondholder the principal value. There are many types of bond issuers: Firms.

Issuer Name means the name of the sponsor, carrier, or administrator of the plan (which name may be abbreviated), or the name of a plan of benefits.