Access to Public Capital Markets for Seasoned Issuers Upon Loss of WKSI Status

On January 12, 2009, the Firm’s Capital Markets group issued an Alert Memorandum entitled “Access to Public Capital Markets for Seasoned Issuers Upon Loss of WKSI Status.” In connection with the filing of their annual reports, current WKSIs will be required to evaluate their WKSI status and, due to recent stock market declines, many will no longer meet the definition of a WKSI. Such an issuer will no longer be eligible to use an ASR but, pursuant to SEC Staff guidance obtained by the Firm, if it remains a seasoned issuer it may continue to offer and sell securities under its ASR until its non-ASR registration statement is declared effective. The Alert Memo summarizes the steps required by this guidance for a seasoned issuer that has lost WKSI status to ensure uninterrupted access to public capital markets.