Expanding WKSI Eligibility Act
Officially: “Expanding WKSI Eligibility Act” Read the full text
What it does
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1Definition of well-known seasoned issuer
This section would set the rule for when an issuer counts as a well-known seasoned issuer under federal securities laws and the regulations issued under them. An issuer would qualify only if both of two conditions are met. First, the aggregate market value of the issuer's voting and non-voting common equity held by non-affiliates must be $75,000,000 or more, figured the same way that value is figured under General Instruction I.B.1 of SEC Form S-3 as that instruction reads on the date this Act becomes law. Second, the issuer must otherwise meet every requirement in the existing well-known seasoned issuer definition at 17 CFR 230.405 (as that regulation reads on the date this Act becomes law), except that the part of that regulation requiring a minimum worldwide market value of outstanding voting and non-voting common equity held by non-affiliates would not apply to the issuer. So an issuer with at least $75,000,000 in non-affiliate-held common equity value, measured under the Form S-3 method, and that meets every other part of the existing regulatory definition, would qualify as a well-known seasoned issuer without having to separately satisfy the regulation's own worldwide market value threshold.
Show official text
1. Definition of well-known seasoned issuer For purposes of the Federal securities laws, and regulations issued thereunder, an issuer shall be a well-known seasoned issuer if— (1) the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer is $75,000,000 or more (as determined under Form S–3 general instruction I.B.1. as in effect on the date of enactment of this Act); and (2) the issuer otherwise satisfies the requirements of the definition of well-known seasoned issuer contained in section 230.405 of title 17, Code of Federal Regulations (as in effect on the date of enactment of this Act) without reference to any requirement in such definition relating to minimum worldwide market value of outstanding voting and non-voting common equity held by non-affiliates.
Where it is
In the House.