Simple English definitions for legal terms
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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 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:
Qualifying as a WKSI has several benefits:
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.