SEC Provides Guidance for Registrants Dealing with Government Shutdown

n Form S-4 may be affected, as they often depend on SEC staff review comments to be resolved before effectiveness. Registrants should evaluate the impact of the shutdown on these transactions and consider whether to proceed or delay plans based on the availability of SEC staff to review and comment on filings.
Furthermore, requirements like Section 6(a)(2) review declarations of effectiveness required for new registration statements and the filing of auditor consents can be affected by the shutdown, potentially leading to delays. Registrants should assess these factors when planning capital markets transactions.
To address staff unavailability, registrants should evaluate their offering plans and consider adjusting them in response to the shutdown. Removing delaying amendments or amending registration statements to omit delaying language can facilitate automatic effectiveness of registration statements. However, this strategy may not work for traditional IPOs due to reliance on Rule 430A. Companies involved in business combination transactions should also assess the impact of staff unavailability on the resolution of review comments and consider adjusting their plans accordingly.
In conclusion, the SEC guidance provides valuable information for registrants during the government shutdown, highlighting the limited Division of Corporation Finance operations and outlining procedures for filings and registration statements. Registrants should continue to make all required EDGAR filings, assess the impact of staff unavailability on offering plans, and consider adjusting strategies accordingly. While certain types of registration statements may become automatically effective in the absence of SEC staff action, registrants should carefully evaluate the specific circumstances of their transactions to determine the best course of action during the shutdown period.