Follow-on Offerings Toolkit
Resources to assist issuers, underwriters and their counsel in conducting follow-on offerings registered under the Securities Act.
Any offer or sale of securities must be registered under Section 5 of the Securities Act of 1933 ( www.practicallaw.com/1-382-3805) (Securities Act) or qualify for an exemption from these registration requirements. After completing its initial public offering ( www.practicallaw.com/2-382-3541) , a company may decide to register a follow-on offering ( www.practicallaw.com/5-382-3479) of securities under the Securities Act, including offerings of equity or debt securities ( www.practicallaw.com/0-382-3387) . A follow-on offering can include:
A primary offering ( www.practicallaw.com/3-382-3705) , which is an offering of securities by the company.
A secondary offering ( www.practicallaw.com/3-382-3791) , which is a resale of securities by existing securityholders of the company.
A primary and a secondary offering where the company registers an offering of securities and permits certain securityholders to include their securities in the offering.
A company generally conducts a follow-on offering to:
In the case of a primary follow-on offering, raise additional capital either for a specific purpose, such as to fund an acquisition or a new line of business, or for more general purposes, such as to fund operations or general working capital.
In the case of a secondary follow-on offering, register the re-offer and resale of securities by existing securityholders under registration rights that it has previously granted to these securityholders.
Many companies elect to use the shelf registration ( www.practicallaw.com/8-383-2222) process to conduct follow-on offerings. However, if a company or its follow-on offering does not meet the applicable eligibility requirements for a shelf registration, the company must comply with all non-shelf offering requirements.
This Toolkit includes links to resources to help issuers, underwriters and their counsel navigate the legal framework and certain practical considerations applicable to the different phases of a follow-on offering, including resources that address specific issues relating to follow-on offerings conducted by foreign private issuers ( www.practicallaw.com/1-382-3481) .
When Closing Is Not T+3: Rule 15c6-1 Disclosure