Confidential Submission of Draft Registration Statements Expanded: SEC Expands JOBS Act Benefit to All IPO Issuers and Follow-On Offerings within One Year of Initial Registration, including Related Relief for Required Financial Statements

Sullivan & Cromwell LLP - July 3, 2017

On June 29, 2017, the SEC announced that the Division of Corporation Finance (the Division) will permit all companies to confidentially submit draft registration statements for review in connection with initial public offerings, similar to the accommodation available to “emerging growth companies” (EGCs) under the Jumpstart Our Business Startups Act (the JOBS Act).  The expanded confidential submission process, which takes effect on July 10, 2017, will also apply to follow-on offerings made within one year of the effective date of an initial registration statement.  The Division’s announcement also permits non-EGC filers to omit financial information that the filer reasonably believes will not be required at the time the registration statement is publicly filed, consistent with the relief available to EGCs under the JOBS Act. In announcing the new policy, SEC Chair Jay Clayton stated that the SEC was “striving for efficiency in [its] processes to encourage more companies to consider going public, which can result in more choices for investors, job creation and a stronger U.S. economy.”