Friday, January 25, 2019 10:12:59 AM
https://www.whitecase.com/publications/alert/sec-operations-during-federal-government-shutdown
SEC Operations During Federal Government Shutdown
"IPO or Other Non-Shelf Offering on Form S-1 or F-14
The bottom line for an IPO is that it will not be possible to achieve effectiveness unless it is requested early from the SEC while the SEC is still operating. This is primarily because an IPO issuer relies on the use of Rule 430A, which permits an issuer to exclude the final price of securities from its effective registration statement and "backfill" that information using a final prospectus filed pursuant to Rule 424(b). Rule 430A is not available in the absence of a delaying amendment; and it is not possible to complete the final price of the securities until pricing. As a result, issuers should consider seeking effectiveness promptly after the start of their roadshow.5 At this time, the underwriters should be able to make the representation required under Rule 460 as to the appropriate distribution of the preliminary prospectus to broker-dealers and others. If FINRA clearance has not been received, the SEC has indicated that it will still grant effectiveness provided the underwriters confirm in their request for acceleration that they will not execute the underwriting agreement or confirm sales of the registered securities until they receive that statement from FINRA. Underwriters in this situation should advise FINRA of the plan to request acceleration. Finally, this approach will also require the issuer to have cleared all SEC comments at the time it seeks effectiveness.6"
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