Warning
Info
Warning
Info
Simple English definitions for legal terms
waiting period
Read a random definition: bailable offense
A quick definition of waiting period:
The waiting period is a stage in the process of a company going public, where they have filed their paperwork with the government and are waiting for approval. During this time, the company is limited in how they can communicate with potential investors, but they can still give some information about their business and the offering. This is to prevent them from "jumping the gun" and making promises they can't keep before they are officially approved.
A more thorough explanation:
The waiting period is a stage in the process of an initial public offering (IPO) where the issuer waits for the Securities and Exchange Commission (SEC) to declare their registration statement effective. During this time, the issuer and underwriter begin to gauge market interest, and the SEC reviews the registration statement. This period is also known as gun jumping.
During the waiting period, the issuer is restricted from making certain offers to sell their security. Section 5 of the Securities Act and SEC regulations govern an issuer’s communications and activities in the waiting period. Issuers may make oral offers and conduct roadshows, but written offers must satisfy Section 10, which regulates the information that a prospectus must contain.
Issuers may communicate to potential investors through Rule 134, a preliminary prospectus, or a free writing prospectus. Rule 134 allows certain written communications that will not be considered a prospectus, and therefore the issuer may communicate with such written communications during the waiting period. A preliminary prospectus satisfies Section 10 and must contain all the information that a final prospectus would, but the issuer may include an estimated offering price range instead of including the final offering price. A free writing prospectus that satisfies the requirements of Rule 433 will be considered a prospectus under Section 10, and therefore an acceptable written offer.
An issuer files their registration statement with the SEC for an IPO. The issuer and underwriter begin to gauge market interest, and the SEC reviews the registration statement. During the waiting period, the issuer conducts a roadshow and makes oral offers to potential investors. The issuer also uses a preliminary prospectus to communicate with potential investors, which includes all the information that a final prospectus would, except for the final offering price. The issuer also uses a free writing prospectus to communicate changes to their IPO, which satisfies the requirements of Rule 433 and is considered an acceptable written offer.
This example illustrates how an issuer can communicate with potential investors during the waiting period while following the gun jumping restrictions set by Section 5 of the Securities Act and SEC regulations.