A type of shelf offering in which the issuer does not intend to offer securities at the time effectiveness (the time specified/ specifiable in a shelf registration statement marking the date on which an issuer gets willing to offer securities for the public, by taking them “off the shelf“. Shelf takedowns are usually conducted pursuant to a core prospectus (base prospectus) and a prospectus supplement.
In a delayed offering, the issuer files the core prospectus in the course of the initial filing of the registration statement. After the effectiveness date, the actual terms and details of an offering will be filed in either a prospectus supplement (the most common method), a post-effective amendment or, where an exchange permits, a report (an Exchange Act) incorporated by reference (incorporation by reference) into the registration statement.
Delayed offerings are typically restricted to more seasoned issuers (those issuers that are eligible to use Form S-3 or Form F-3 on a primary basis).
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