This practice note provides an overview of various procedural and contextual elements associated with at-the-market (ATM) offerings. It introduces the concept of ATM offerings and outlines the general framework within which they are conducted. The important roles of internal legal teams and external counsel in managing the documentation and regulatory aspects of these offerings are discussed. The document references eligibility considerations and regulatory classifications that may influence how an issuer approaches an ATM program. It also discusses the types of filings and disclosures that may be required in connection with such offerings. The involvement of sales agents is addressed, including how they may be engaged and the nature of their participation. The document touches on timing considerations, including how frequently an issuer may access the market and how that may affect procedural requirements. It also notes the importance of coordinating ATM offerings with other corporate activities. The types of agreements typically used in these offerings are mentioned, along with the representations and warranties that may be included. Ongoing due diligence and reporting practices are also referenced, highlighting the operational aspects of maintaining an ATM program. Additionally, the document considers scenarios in which ATM offerings may be used in connection with selling stockholders.
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