US Securities and Exchange Commission Replaces Credit Ratings as Eligibility Criteria for Short-Form Registration Statements
15 August 2011
Mayer Brown Legal Update
On July 26, 2011, the Securities and Exchange Commission (SEC) adopted amendments to remove credit ratings as eligibility criteria for registration statements on Form S-3 and Form F-3.1 This action is in response to Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Eligible issuers may use these short-form registration statements, with information incorporated by reference from other SEC filings, as “shelf” registration statements under Rule 415 pursuant to the Securities Act of 1933 (Securities Act). The shelf registration process permits eligible issuers to offer securities on a less costly and expedited basis. Under the prior rules, issuers could use the short-form registrations statements for various securities offerings, including an offering for cash of non-convertible securities other than common equity that received an investment grade rating by at least one nationally recognized statistical rating organization.