Well-Known Seasoned Issuer (WKSI) | Practical Law

Well-Known Seasoned Issuer (WKSI) | Practical Law

Well-Known Seasoned Issuer (WKSI)

Well-Known Seasoned Issuer (WKSI)

Practical Law Glossary Item 9-382-3910 (Approx. 3 pages)

Glossary

Well-Known Seasoned Issuer (WKSI)

Also known as a WKSI. An issuer that meets all of the following requirements at some point during a 60-day period preceding the date the issuer satisfies its obligation to update its shelf registration statement (generally the date of filing its Form 10-K or Form 20-F):
  • It must be eligible to register a primary offering of its securities on Form S-3 or Form F-3.
  • As of some date within 60 days of its eligibility determination date, it must have had an outstanding minimum $700 million in worldwide market value of voting and non-voting equity held by non-affiliates or have issued in the last three years at least $1 billion aggregate amount of non-convertible securities other than common equity, in primary offerings for cash, not exchange.
  • It must not be an ineligible issuer.
Issuers of asset-backed-securities, registered investment companies, and business development companies as defined in the Investment Company Act of 1940, as amended cannot qualify as well-known seasoned issuers.