Series 79: 6.3.3. Shelf Offerings

6.3.3. Shelf Offerings

A shelf registration is a registration statement filed for a large number of securities, which the issuer does not intend to sell immediately. Instead, the issuer puts the securities “on a shelf” and “takes them down” to sell when the market is favorable. A shelf registration may be used for either equity or debt securities. An offering made using a shelf registration is called a shelf offering, and the portion of a shelf offering being taken down off the shelf at a particular time is sometimes referred to as a takedown.

A shelf registration is an exception to the normal rule that the preliminary prospectus must contain everything in the final prospectus except for the price. In a shelf registration statement, the issuer is also permitted to omit information that is unknown or not reasonably available at the time of filing. But before the issuer may perform any takedowns, it must amend the registration statement to include this information. The amendment also specifies the pricing to be used for the takedown.

As a result, when the securities are taken down off the shelf to sell, the issuer must distribute both the prel