• Use of Credit Ratings in SEC Rules and Forms: SEC Adopts New Short-Form Registration Criteria to Replace Credit Ratings
  • August 9, 2011
  • Law Firm: Sullivan Cromwell LLP - New York Office
  • On July 26, 2011, the SEC adopted amendments to its rules and forms that remove references to credit ratings in the eligibility requirements for the use of short-form registration statements in offerings of nonconvertible debt and preferred stock, including shelf offerings. The amendments expand the alternative eligibility criteria from those the SEC proposed in February 2011, with the aim of preserving the use of registration on Form S-3 and Form F-3 for issuers that are widely followed in the market. The new criteria include a temporary “grandfather” provision that will allow an issuer that is not otherwise eligible to use short-form registration, but reasonably believes it would have satisfied the prior requirements, to use Form S-3 or Form F-3 for offerings made during the three years following the effective date of the amendments.