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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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180letmein
10:26
I
10:27
t14 is def not worth it if you have no intention of doing biglaw
eggan
10:28
@winningest: i think so if you think about job placements. if you go to a regional school you can only really work in that region
eggan
10:28
like im prob going to fordham and that constricts me to NYC/tri state area. if i went to irvine id be constricted to california. but the T14s in those areas? you could work anywhere you want, whatever job you want, and you dont have to be magna cum laude or up to get those positions
eggan
10:29
also some unicorn PI like earthjustice are fairly lucrative for PI. which are only really attainable if you go to a T14 or reputable regional school (and work at the regional office in that area)
eggan
10:30
inb4 anyone argues with me, just look at the 509 reports for regional schools. they basically only place in the region
180letmein
10:31
Isn't Fordham pretty big name anywhere you go tho?
10:31
Yeah I think that’s kinda true but I think if you work super hard and are top 10%at the t≈50 you’re kinda chilling
eggan
10:31
in the tri state area absolutely. california theyve never heard of fordham
eggan
10:32
maybe not never but theyd rather take from a similarly reputable regional school in california like irvine or davis
eggan
10:32
im also doing fordham PI so its different
180letmein
10:32
Ahhh makes sense.
eggan
10:33
@winningest: top 10% isnt guaranteed tho. the curve might beat ur ass
eggan
10:34
between wayne and maurer tho for full rides id actually do maurer. indiana is a bigger name imo than wayne
eggan
10:35
you could probably get a cool job in chicago there
10:35
Between those two I lean Wayne bc I prefer location
eggan
10:35
gotcha its a location thing
TenFiftyILuvUGang
10:36
me and my friends we got money to spend
TenFiftyILuvUGang
10:36
me n my friends we got money to spend
TenFiftyILuvUGang
10:36
me n my friends me n my friends
10:37
It seems so odd that lower ranked schools tend to region lock you though, it’s the only profession that really works like that I feel
10:38
That’s part of my fear is I don’t truly know where I’ll want to live in a decade
10:38
kjkj
10:45
what's up bullet shields?
Mostlylegal
10:46
ANOTHER DAY ANOTHER FO PM?
10:48
Heard maga SLS wave this week
Mostlylegal
10:50
guys i dont think i can take this anymore
10:50
So join a gang, esse
10:51
Everything is a choice, brudda
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