7.3.2. Categories 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 issuers. These categories are important because they affect how burdensome the registration process is, the issuer’s ability to take advantage of shelf registration, and how certain communication rules apply.
Well-known seasoned issuer (WKSI). This is a large, established issuer with experience complying with SEC regulations. To be considered a WKSI (pronounced “wick-see”), an issuer must be eligible to use Form S-3, and must either:
• Have a worldwide public float of at least $700 million in voting and non-voting common equity
or
• Have issued at least $1 billion in “non-convertible securities other than common equity” (e.g., non-convertible bonds) in primary offerings for cash during the prior three years
A majority-owned subsidiary of a WKSI may qualify as a WKSI on its own account, provided the parent company has unconditionally guaranteed the payment obligations of the subsidiary. Ineligible issuers (see below), business development companies, registered investment companies, and asset-backed issuers are not eligible for WKSI status, even if they otherwise meet the requirements.
Seasoned issuer. A seasoned issuer is one that is eligible to file registration statements on Form S-3 (see previous section for the requirements), but does not meet the financial standards required for WKSI status.
Unseasoned reporting issuer. This is a reporting issuer that is not eligible to use Form S-3. Note that seasoned issuers and WKSIs are always reporting issuers. This is because, in order to be a seasoned issuer or WKSI, a company must be eligible to use Form S-3, and being a reporting issuer is one of the eligibility requirements.
Non-reporting issuer. This is a company that is not required to file reports u