What is a shelf offering?

A shelf offering can be used for sales of new securities by the issuer (primary offerings), resales of outstanding securities (secondary offerings), or a combination of both. Companies that issue a new security can register a shelf offering up to three years in advance, which effectively gives it that long to sell the shares in the issue.

What is shelf registration?

Shelf registration, shelf offering, or shelf prospectus is a type of public offering where certain issuers are allowed to offer and sell securities to the public without a separate prospectus for each act of offering and without the issue of further prospectus. Instead, there is a single prospectus for multiple, undefined future offerings.

What happens if A WKSI offering is taken off the shelf?

Shelf registrations by WKSI companies are automatically effective when filed. When an offering is “taken off the shelf,” the company files a supplemental prospectus with the SEC. It describes the terms of the offering, price, quantity, and more, along with other information required by the SEC.

Can a prospectus be used for a shelf registration statement?

The prospectus (often as part of a registration statement) may be used to offer securities for up to several years after its publication. A shelf registration statement is a filing with the SEC to register a public offering, usually where there is no present intention to immediately sell all the securities being registered.