Oct 7 (Reuters) - Companies looking to sidestep
disruptions caused by the U.S. government shutdown to their
initial public offerings can tap a provision that allows them to
press ahead with their listing plans without the need for
regulatory approvals.
Biotech startup MapLight became the first company to file
for a listing under the provision late on Monday.
The U.S. market regulator has halted IPO reviews as the
shutdown enters its second week.
WHAT HAPPENS TO THE SEC DURING A GOVERNMENT SHUTDOWN?
According to its contingency plan, the U.S. Securities and
Exchange Commission has furloughed over 90% of its staff,
retaining around 390 employees to handle critical enforcement
actions and market monitoring.
The agency, which oversees the public markets, will not
process IPO filings during the shutdown, a move analysts say
could stall momentum in a market recovering from a years-long
slump.
However, a provision under federal securities law allows
companies to move ahead with IPOs without SEC review during the
shutdown.
WHAT IS THE 20-DAY REGISTRATION RULE FOR IPOS?
While companies typically wait for the SEC's approval before
launching their IPOs, the rules provide a mechanism that allows
issuers to declare their own registrations "effective."
Issuers are required to set their IPO price 20 days before
the listing, instead of finalizing it the night before, as is
customary.
During the 2018 U.S. government shutdown, which lasted 35
days and was during Donald Trump's first presidential term,
several issuers attempted this option, including biotechnology
firm Gossamer Bio and energy company New Fortress Energy.
It was also a popular option among so-called special purpose
acquisition companies.
SPACs raise money through an IPO to fund future
acquisitions. At the time of listing, they are blank-check
companies with no existing operations or assets. Their valuation
is tied entirely to the cash raised, which allows them to set an
IPO price in advance without deterring investors.
WHAT ARE THE RISKS FOR ISSUERS AND INVESTORS?
While the 20-day rule provides a way for companies to go
public during a shutdown, bypassing the SEC review carries risks
for both issuers and investors.
Without the agency's oversight, registration statements are
more prone to errors or missing disclosures, which could expose
companies to legal action or investor complaints after listing.
Companies may face greater scrutiny from investors, who
often rely on the SEC's review to verify the accuracy and
completeness of disclosures. To reduce that risk, many issuers
work closely with legal and financial advisers to carry out
detailed internal reviews of their filings.
Skipping regulatory reviews can also alienate investors, who
may view the lack of regulatory vetting as a sign of higher risk
or insufficient transparency.
WILL MORE COMPANIES TAKE THIS ROUTE?
Analysts say companies could rely on the 20-day registration
rule if the shutdown looks set to drag on amid the ongoing
deadlock in Congress.
"Biotech companies are prime candidates for this
unconventional but valid way to go public during a shutdown as
their high cash-burn rates often create an urgent need for
funding," said Lukas Muehlbauer, research analyst at IPO
research firm IPOX.
Some firms may also withdraw IPO filings and seek capital in
private markets while waiting for the SEC to resume reviews.