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Simple English definitions for legal terms

well-known seasoned issuer (WKSI)

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A quick definition of well-known seasoned issuer (WKSI):

A well-known seasoned issuer (WKSI) is a type of company that has met certain requirements set by the Securities and Exchange Commission (SEC) to access U.S. public markets more easily. 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. Being a WKSI allows companies to make oral offers and free writing prospectuses during the pre-filing period and qualify for automatic shelf registration, which means their shelf offerings are immediately effective upon filing their Form S-3 without needing SEC review.

A more thorough explanation:

A Well-Known Seasoned Issuer (WKSI) is a type of issuer that has greater flexibility in accessing U.S. public markets. To qualify as a WKSI, an issuer must meet three requirements:

  1. The issuer must meet the requirements of Form S-3, which means they have timely filed periodic reports for 12 months and have not defaulted on any debt or long-term leases.
  2. The issuer has over $700 million in public float and has issued more than $1 billion in principal of non-convertible debt securities in primary offerings.
  3. The issuer is not an "ineligible issuer," which means they have not failed to meet their periodic reporting requirements, are not a shell company, have not filed for bankruptcy recently, and have not been convicted of a felony or misdemeanor.

Qualifying as a WKSI has several benefits:

  • WKSIs are subject to fewer gun-jumping regulations, which means they can make oral offers and free writing prospectuses during the pre-filing period.
  • WKSIs qualify for "automatic shelf registration," which means their shelf offerings are immediately effective upon filing their Form S-3, and their shelf registration statements are not subject to SEC review.
  • For shelf offerings, WKSIs do not need to disclose as much detail in their base prospectuses, such as the amount of securities they plan to sell or name selling shareholders.

For example, if a company has a public float of $800 million and has issued $1.5 billion in non-convertible debt securities in primary offerings, they would meet the second requirement to qualify as a WKSI. This would allow them to access U.S. public markets with greater flexibility and fewer regulations.

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kms
i think they want me to take the june one in this case
above their median for everything chat i'm ending it
I applied NYU on October 8th like r give up right?
16:46
wtf
16:47
i'd reach out to their admissions and check up on it
I did 2x and they said "The vast majority of candidates who have submitted their complete application by our deadline will be notified by the last day of April"
like kinda fucked
16:50
ugh that's so annoying
law schools that ghost should give you your money back
or reject
like man GIVE IT BACK!!!!
ClassyPleasantHeron
16:56
Schools explicitly asking applicants to retake the LSAT are TTTs pretending to be 2nd tier.
LMAOOO
like man oklahoma more like oklahowaboutyoueatmyshoe
me when that person on reddit said UofU wave and it's.... 3 people
help who just posted that right after I started bitching in chat
my heart fell straight into my ass mind u
and i just got a fucking app status tracker update... not for UofU... my BP is so spiked rn
QuarrelsomeTurkey
18:29
does anyone know if bu ever releases after 5 pm
Lol @jupitersmoons It feels like UofU is screwing with us haha
fr like I know it"s Mountain Time but bestie we have less than half an hour before typical EOD
what we doing
Real
19:17
new COAs are out
19:37
Anyone know how long it takes to get aid package after getting admitted to UChicago or Northwestern?
I’d ask in the t14 chat bc lol it may be a bit until you can get someone who can answer that question here
21:19
@syddak: Oof tough spot. Congrats on the As. Did either indicate either via email/mail that they would be following up with aid, and if so, did they provide a time frame? It may be acceptable to email them and indicate seat deposits are fast approaching and you are curious if you can expect further info (aid) from the school to aid u in ur decision..
0:26
@UnderRepresentedTryhard: that’s a greater than sign. Meaning outside t14
0:27
Schools>t14
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