Corporate Financing Public Offering Rule 5110 Filing

FINRA Review Program

The review program is selected by the filer at the time of submission. The review program can be modified while the offering is under review. The four review program categories are limited review, full review, expedited review, and shelf review.

Limited Review

The Limited Review program streamlines the review process and provides faster clearance for non-shelf public offering filings. Firms and their counsel should review the eligibility criteria in the Review Programs Guide to request Limited Review.

Full Review

All non-shelf filings initially submitted to the Department are considered to be in a Full Review unless a different request is subsequently made for Limited Review or Expedited Review.

Expedited Review

Expedited Review is a type of review program available to filers as long as the filer can make certain representations. Firms and their counsel should review the eligibility criteria in the Review Programs Guide to request Expedited Review.

Shelf Review

Filings submitted for Same Day Clearance, Pre-Participation Review and Well Known Seasoned Issuers are aggregated into this category for the purposes of this report.

Total

Aggregate amount of the data in the table.  

Firm

This category contains two data points: total number of filings for each review program and the percentage of the filings for the review program compared to the total number of filings submitted during the selected reporting period.

Industry

This category contains the industry percentage for the total number of filings submitted by all Firms for the review program divided by the total number of filings submitted during the selected reporting period. 

Deals Filed Prior to the Selected Period

Table and chart contain data for the filings submitted to the Department during the 11 months preceding the selected reporting period.

 Total Filed

 Total number of filings made to the Department during the 11 months preceding the selected reporting period.

 Aging Since Initial Filing

 The amount of time between the date the offering was filed with the Department and the selected reporting period.

 < 1 Month Old

 Data in the table and chart received less than one month from the selected reporting period.

 >1 and < 6 Months Old

 Data in the table and chart received between one month and six months from the selected reporting period.

 < 6 Months Old

 Data in the table and chart received in less than six months from the selected reporting period.

 ≥ 6 Months Old

 Data in the table and chart received six months or more from the selected reporting period.

 Firm(%)             

 The percentage of the Firm’s activity compared to the total.

 Industry(%)

 The percentage of the Industry’s activity compared to the total.

Deals Cleared During the Selected Period

Table and chart contain data for the offerings submitted to the Department for review that received a no-objections letter during the selected reporting period.

FINRA Review Program

The review program is selected by the filer at the time of submission. The review program can be modified while the offering is under review. The four review program categories are limited review, full review, expedited review, and shelf review.

Limited Review

The Limited Review program streamlines the review process and provides faster clearance for non-shelf public offering filings. Firms and their counsel should review the eligibility criteria in the Review Programs Guide to request Limited Review.

Full Review

All non-shelf filings initially submitted to the Department are considered to be in a Full Review unless a different request is subsequently made for Limited Review or Expedited Review.

Expedited Review

Expedited Review is a type of review program available to filers as long as the filer can make certain representations. Firms and their counsel should review the eligibility criteria in the Review Programs Guide to request Expedited Review.

Shelf Review

Filings submitted for Same Day Clearance, Pre-Participation Review and Well Known Seasoned Issuers are aggregated into this category for the purposes of this report.

 Total Cleared

The aggregate total number of offerings that received a no-objections letter during the selected reporting period.

Time to Clearance from Initial Filing

The amount of time between the date the offering was filed with the Department and the date the Department issued a no objections letter.

 < 1 Month Old

The amount of time between the date the offering was filed with the Department and the date the Department issued a no objections letter was less than a month.

 >1 and < 6 Months Old

The amount of time between the date the offering was filed with the Department and the date the Department issued a no objections letter was greater than one month but under six months.

 ≥ 6 Months Old

The amount of time between the date the offering was filed with the Department and the date the Department issued a no objections letter was six months or more.

Comment Letters Issued

Table and chart contain data for the types of comment letters sent by the Department. For the purposes of this report, the comment letters were combined into three categories: unreasonable, defer, and additional comments.

Unreasonable Letter

FINRA issues an “Unreasonable” letter if the terms and arrangements governing members’ participation and disclosure regarding those terms and arrangements do not appear to comply with the corporate financing rules. Filers may file modifications to the proposed underwriting and other terms and arrangements for further review.

Defer Letter

FINRA issues a “Defer” letter if it identifies regulatory concerns and requires clarification or additional documents.

Additional Comment Letter

A type of letter sent to the filer if the Department requires additional information or documents not previously requested, or not provided by the Firm in response to a previous request by the Department.

Distribution Method

Table and chart contain data for the type of distribution method selected by a filer when the offering is submitted to the Department for review. For the purposes of this report, the distribution methods were aggregated into three categories: firm commitment, best efforts, and best efforts with a contingency.

Firm Commitment

The filer selected firm commitment as the type of distribution method when the offering was submitted to the Department for review.

Best Efforts

The filer selected best efforts as the type of distribution method when the offering was submitted to the Department for review.

Best Efforts with Contingency

The filer selected a best efforts offering with a contingency when the offering was submitted to the Department for review. The offerings aggregated into this category are best efforts offerings with a contingency (i.e. min/max, min/max/optional, or all or none).

Total

The total number of letters issued during the selected reporting period.

Filing Date

The date the offering was submitted to the Department for review.

Deal ID

The sequence number assigned to each filing upon creation.

Issuer Name

The name of the issuer making the public offering.

Distribution Method

The type of distribution method selected by the filer when the offering was submitted for review. For the purposes of this report, the categories are firm commitment, best efforts and best efforts with contingency.

Cleared              

The Department has provided a no-objections opinion letter.

Date Cleared

The date that the Department provided a no-objections opinion letter.

Review Type

The review program through which the offering was reviewed. The four review programs are limited review, full review, expedited review, and shelf review.  

Filer (Counsel)

Name of the organization that filed the offering on behalf of the Broker-Dealer.

Member (as Filer)

Name of Broker-Dealer that filed the offering.

Letter Type

The type of letter sent. The three categories of letters are unreasonable, defer, and additional comments.

Letter Sent Date

The date the letter was sent.