On August 17, 2017, the SEC Division of Corporation Finance clarified its prior guidance regarding what financial information companies can omit from draft registration statements they submit confidentially.
The clarification follows the Division’s announcement on June 29, 2017 that it would begin accepting confidentially submitted draft registration statements from issuers even if they are not emerging growth companies (“EGCs”) or foreign private issuers (“FPIs”).
The clarification came in the form of (1) an update to the Division’s June policy announcement, (2) a revision of the FAST Act FAQ published by the SEC staff in December 2015 regarding financial information permitted to be omitted by EGCs in draft registration statements pursuant to the FAST Act and a corresponding new Compliance and Disclosure Interpretation (“C&DI) and (3) a new C&DI extending (in part) the FAST Act EGC accommodation to a broader group of issuers.