Section 161. Rule 163 — Exemption from Section 5(c) of the Act for Certain Communications by or on Behalf of Well-Known Seasoned Issuers
us SEC - C&DI - Securities Act Rules
Question 161.01
Question: If an issuer has not previously filed any shelf registration statement and at the date of its last Form 10-K did not qualify as a well-known seasoned issuer, would it be able to determine its status as a well-known seasoned issuer at the time it wants to rely on Rule 163 for pre-filing offers?
Answer: No. The definition of well-known seasoned issuer permits an issuer to evaluate its status as a well-known seasoned issuer only upon specified events; the date of intended reliance on Rule 163 is not one of those events. Therefore, if there is no shelf registration statement on file and the issuer did not satisfy the definition of well-known seasoned issuer at the time it filed its most recent Form 10-K, the issuer’s status would not change until it either files a shelf registration statement or files its next Form 10-K. [Jan. 26, 2009]
Question 161.02
Question: May Rule 163 be used for communications by an underwriter if the issuer previously authorized the communication?
Answer: No. Rule 163 is not available for use by an underwriter. [Jan. 26, 2009]
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