6.1.2. Types of Issuer
An offering’s filing requirements are affected by the characteristics of the issuer. As a result of a series of reforms enacted in 2005, the SEC now recognizes several distinct categories of issuer. These categories are important because they affect how burdensome the registration process is and how certain communication rules apply.
Every issuer falls into one of these four basic categories:
Well-known seasoned issuer (WKSI). This is a large, established issuer with experience complying with SEC regulations. The two main requirements to be a WKSI (pronounced “wick-see”) are:
• The issuer must be a reporting issuer. A reporting issuer, also called a reporting company, is a company that must periodically file reports with the SEC about its financial condition and other information relevant to investors. The most common way for a company to become a reporting issuer is by going public. However, if a private company has a large number of investors, it may also be considered a reporting issuer.
and
• The issuer must have a public float of at least $700 million. An issuer’s public float is the total market value of the issuer’s outstanding common stock, except for shares held by company insiders and affiliates.
Investment companies and ineligible issuers (see below) cannot qualify for WKSI status, even if they meet these requirements.
When a WKSI files a registration statement, it is allowed to use a shorter, less time-consuming SEC form. There are several other advantages to being a WKSI, which are mentioned as they come up in later sections.
Seasoned issuer. A seasoned issuer is a reporting issuer with a public float of at least $75 million. A seasoned issuer may file a short-form registration statement like a WKSI but does not enjoy other advantages of WKSI status.
Unseasoned reporting issuer. This is a reporting issuer that does not qualify as a WKSI or seasoned issuer.
Non-reporting issuer. This i