(Updates October 7 story with Magnum listing delay and story
link)
By Manya Saini
Oct 21 (Reuters) - Companies looking to sidestep
disruptions to their initial public offerings caused by the U.S.
government shutdown 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 earlier in October. Other
firms, however, are delaying listings, including Unilever's
Magnum ice cream unit, which cited the impact of the shutdown.
The U.S. market regulator has halted IPO reviews due to the
three-week shutdown.
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.
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 during President Donald Trump's first term in office,
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.
"Bypassing regulatory review heightens the risk of
overlooked disclosures or filing errors, leaving both issuers
and investors more vulnerable to legal trouble and unpleasant
surprises after launch," said Troy Hooper, co-head of equity
capital markets, Americas, at Mergermarket.
"Many investors view SEC scrutiny as essential to
maintaining trust. Without it, issuers may face skepticism and
weaker valuations."
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.
(Reporting by Manya Saini in Bengaluru; Editing by Anil D'Silva
and Joe Bavier)