Jenner & Block

Client Advisory: SEC Proposes to Eliminate "Investment Grade" Eligibility for Short Form Registration

In this advisory, Partners William L. Tolbert, Jr., Elaine Wolff and Associate Lee E. Dionne discuss the Security and Exchange Commission’s proposal to amend issuer eligibility to use the “short form” registration statement, Form S-3.  The proposed amendments would eliminate the ability of issuers to use Form S-3 to offer non-convertible securities that are rated investment grade by at least one Nationally Recognized Statistical Rating Organization.  In its place, the Securities and Exchange Commission would condition the use of Form S-3 on whether an issuer has issued $1 billion of registered non-convertible securities, other than equity securities, over the past three years.