Legal Definitions - well-known seasoned issuer (WKSI)

A Well-Known Seasoned Issuer (WKSI) is a type of issuer that has greater flexibility in accessing U.S. public markets. To qualify as a WKSI, an issuer must meet three requirements:

1. The issuer must meet the requirements of Form S-3, which means they have timely filed periodic reports for 12 months and have not defaulted on any debt or long-term leases.
2. The issuer has over $700 million in public float and has issued more than $1 billion in principal of non-convertible debt securities in primary offerings.
3. The issuer is not an "ineligible issuer," which means they have not failed to meet their periodic reporting requirements, are not a shell company, have not filed for bankruptcy recently, and have not been convicted of a felony or misdemeanor.

Qualifying as a WKSI has several benefits:

• WKSIs are subject to fewer gun-jumping regulations, which means they can make oral offers and free writing prospectuses during the pre-filing period.
• WKSIs qualify for "automatic shelf registration," which means their shelf offerings are immediately effective upon filing their Form S-3, and their shelf registration statements are not subject to SEC review.
• For shelf offerings, WKSIs do not need to disclose as much detail in their base prospectuses, such as the amount of securities they plan to sell or name selling shareholders.

For example, if a company has a public float of $800 million and has issued $1.5 billion in non-convertible debt securities in primary offerings, they would meet the second requirement to qualify as a WKSI. This would allow them to access U.S. public markets with greater flexibility and fewer regulations.